EXHIBIT

10.105




 




 




 




 




 




November 8, 2002




 




 




 




Congress Financial

Corporation




1133 Avenue of the

Americas




New York, New York 10036




                Re:          Twenty-Fifth Amendment to Financing Agreements (this

“Amendment”)




 




Ladies and

Gentlemen:




Reference is made

to the Accounts Financing Agreement [Security Agreement] between Congress

Financial Corporation (“Congress”) and I.C. Isaacs & Company L.P.

(“Borrower”) dated as of June 16, 1992, as amended (the “Accounts Agreement”),

the Covenant Supplement to Accounts Financing Agreement [Security Agreement]

between Congress and Borrower, dated June 16, 1992, as amended (the “Covenant

Supplement”), the letter re Inventory Loans, dated December 31, 1994 by and

between Congress and Borrower, as amended (the “Inventory Loan Letter”), the

Inventory and Equipment Security Agreement Supplement to the Accounts Financing

Agreement [Security Agreement], between Congress and Borrower, dated as of

June 16, 1992, as amended (the “Inventory and Equipment Agreement”), the

Trade Financing Agreement Supplement to the Accounts Financing Agreement

[Security Agreement], between Congress and Borrower, dated as of June 16, 1992,

as amended (the “Trade Financing Agreement Supplement”) and all supplements

thereto, and all other agreements, documents and instruments related thereto

and executed and/or delivered in connection therewith (collectively, all of the

foregoing, including this Amendment, as the same now exist or may hereafter be

further amended, modified, supplemented, extended, renewed, restated or replaced,

the “Financing Agreements”). 

Capitalized terms used herein, unless otherwise defined herein, shall

have the meanings set forth in the Financing Agreements.




 




Based on

Borrower’s financial statements for the fiscal periods ending September 30,

2002 and October 31, 2002, Borrower has failed to comply with the working

capital and net worth covenants set forth in the Financing Agreements as of

such dates, and Borrower has requested that Congress waive Borrower’s

compliance therewith through such dates.




 




Borrower has also

requested certain modifications to the Financing Agreements, and Congress is

willing to agree to such modifications, subject to the terms and conditions set

forth herein.




 




 





























 




In consideration

of the foregoing, and the mutual agreements and covenants contained herein and

for other good and valuable consideration, Borrower and Congress hereby agree

as follows:




 




1.                    Net Worth Covenant.




 




(a)           Subject to the terms

and conditions contained herein Congress hereby waives any Events of Default

that have occurred under Section 8.1(a) of the Accounts Agreement arising as a

result of the failure of Borrower to maintain Net Worth in the amount required

under Section 4.13 of the Covenant Supplement for the months ending September

30, 2002 and October 31, 2002.




 




(b)           Effective as of

November 1, 2002, Section 4.13 of the Covenant Supplement is hereby deleted in

its entirety and replaced with the following:




 




“4.13       Net Worth.  Borrower shall, at all times, maintain a Net

Worth of not less than $6,000,000.”




 




2.                   Working Capital Covenant.




 




(a)            Subject to the terms and conditions

contained herein, Congress hereby waives any Events of Default that have

occurred under Section 8.1(a) of the Accounts Agreement arising as a result of

the failure of Borrower to maintain Working Capital in the amount required

under Section 4.14 of the Covenant Supplement for the months ending September

30, 2002 and October 3 1, 2002.




 




(b)           Effective as of November 1, 2002,

Section 4.14 of the Covenant Supplement is hereby deleted in its entirety and

replaced with the following:




 




“4.14       Working Capital.  Borrower shall, at all times, maintain

Working Capital of not less than $10,000,000.”




 




3.             Representations, Warranties and

Covenants.  In addition to the

continuing representations, warranties and covenants heretofore or hereafter

made by Borrower to Congress pursuant to the other Financing Agreements,

Borrower hereby represents, warrants and covenants with and to Congress as

follows (which representations, warranties and covenants are continuing and

shall survive the execution and delivery hereof and shall be incorporated into

and made a part of the Financing Agreements):




 




(a)           This Amendment and each other

agreement or instrument to be executed and delivered by Borrower hereunder have

been duly authorized, executed and delivered by all necessary action on the

part of Borrower and, if necessary, the limited partners of Borrower and/or the

stockholders of the I.C. Isaacs & Company, Inc., and is in full force and

effect as of the date hereof and the agreements and obligations of Borrower

contained herein and therein constitute legal, valid and binding obligations of

Borrower enforceable against it in accordance with their terms.




 




 





























 




(b)             All of the representations and

warranties set forth in the Accounts Agreement and the other Financing

Agreements, each as amended hereby, are true and correct in all material

respects on and as of the date hereof as if made on the date hereof except to

the extent any such representation or warranty is made as of a specified date,

in which case such representation or warranty shall have been true and correct

as of such date.




 




(c)             As of the date hereof, and after

giving effect to the provisions of this Amendment, no Event of Default, and no

condition or event which with notice or passage of time or both would

constitute an Event of Default, exists or has occurred and is continuing.




 




4.             Conditions Precedent.  The effectiveness of the waiver and

amendments to the Financing Agreements provided for herein shall only be

effective upon the satisfaction of each of the following conditions precedent

in a manner satisfactory to Congress:




 




(a)             after giving effect to the waivers

and amendments set forth herein, no Event of Default shall have occurred and be

continuing and no event shall have occurred or condition be existing and

continuing which, with notice or passage of time or both, would constitute an

Event of Default; and




 




(b)             Congress shall have received, in

form and substance satisfactory to Congress, an original of this Amendment,

duly authorized, executed and delivered by Borrower.




 




5.                                       Effect of this Amendment.




 




(a)           Congress has not waived and is not by

this Amendment waiving, and has no intention of waiving, any other Event of

Default, which may have occurred prior to the date hereof, or may be continuing

on the date hereof or any Event of Default which may occur after the date

hereof, whether the same or similar to the Events of Default described in

Section 1(a) and Section 2(a) hereof or otherwise, other than the Events of Default

described in Section 1(a) and Section 2(a) hereof.  Congress reserves the right, in its discretion, to exercise any

or all of its rights and remedies arising under the Financing Agreements,

applicable law or otherwise as a result of any other Events of Default that may

have occurred before the date hereof, or are continuing on the date hereof, or

any Event of Default that may occur after the date hereof whether the same or

similar to the Events of Default described in Sections 1(a) and 2(a) hereof or

otherwise, including any Event of Default pursuant to the failure of Borrower

to comply with Section 4.13 or Section 4.14 of Covenant Supplement at any time

after October 31, 2002.




 




(b)             Except as expressly provided

herein, no other waivers, consents or modifications to the Financing Agreements

are intended or implied, and in all other respects, the Financing Agreements

are hereby specifically ratified, restated and confirmed by all the parties

hereto as of the effective date hereof. 

To the extent of conflict between the terms of this Amendment and the

other Financing Agreements, the terms of this Amendment shall control.




 




 





























 




6.             Further Assurances.  The parties hereto shall execute and deliver

such additional documents and take such additional actions as may be necessary

to effectuate the provisions and purposes of this Amendment.




 




7.             Governing Law.  The rights and obligations hereunder of each

of the parties hereto shall be governed by and interpreted and determined in

accordance with the internal laws of the State of New York (without giving

effect to principles of conflicts of laws or other rules of law that would

result in the application of the law of any jurisdiction other than the State

of New York).




 




 




 




 




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8.             Counterparts.  This Amendment may be executed in any number

of counterparts, but all of such counterparts shall together constitute but one

and the same agreement.  In making proof

of this Amendment, it shall not be necessary to produce or account for more

than one counterpart thereof signed by each of the parties thereto.  This Amendment may be executed and delivered

by telecopier with the same force and effect as if it were a manually executed

and delivered counterpart.




 




	

   


  	

   


  	

  Very truly

  yours,


  
	

   


  	

   


  	

   


  
	

   


  	

  I.C. ISAACS &

  COMPANY L.P.


  
	

   


  	

   


  
	

   


  	

  By:


  	

  I.C. Isaacs

  & Company, Inc., general partner


  
	

   


  	

  By:


  	

  /s/ Eugene C.

  Wielepski


  
	

   


  	

  Title:


  	

  V P


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  AGREED AND

  ACCEPTED:


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  CONGRESS

  FINANCIAL CORPORATION


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By:


  	

  /s/ Tom Martin


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  Title:


  	

  Vice President