**Exhibit10.91**

 

[EXECUTION]

 

                                                                                                                                                                Asof March 11, 2002

 

Congress FinancialCorporation

1133 Avenue of theAmericas

New York, New York  10036

 

RE:          Twenty-fourth Amendment toFinancing Agreements (this “Amendment”)

 

Ladies and Gentlemen:

Reference is made to the Accounts Financing Agreement [SecurityAgreement] 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, asamended (the “Covenant Supplement”), the letter re Inventory Loans, datedDecember 31, 1994 by and between Congress and Borrower, as amended (the“Inventory Loan Letter”), the Inventory and Equipment Security AgreementSupplement to the Accounts Financing Agreement [Security Agreement], betweenCongress and Borrower, dated as of June 16, 1992, as amended (the “Inventoryand Equipment Agreement”), the Trade Financing Agreement Supplement”) and allsupplements thereto, and all other agreements, documents and instrumentsrelated thereto and executed in connection therewith (collectively, all of theforegoing, as the same now exist or may hereafter be further amended, modified,supplemented, extended, renewed, restated or replaced, the “FinancingAgreements”).  Capitalized terms usedherein, unless otherwise defined herein, shall have the meaning set forth inthe Financing Agreements.

Based on Borrower’s financial statements for the fiscal period endingDecember 31, 2001, Borrower has failed to comply with the working capital andnet worth covenants set forth in the Financing Agreements through December 31,2001 and Borrower hereby requests that Congress waive Borrower’s compliancetherewith through December 31, 2001;

Borrower has also requested certain modifications to the FinancingAgreements and Congress is willing to agree to such modifications, subject tothe terms and conditions set forth herein.

In consideration of the foregoing, and the mutual agreements andcovenants 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 conditionscontained herein, Congress hereby waives the Event of Default that has occurredarising under Section 4.13 of the Covenant Supplement as a result of thefailure of Borrower to maintain Net Worth in the amount required thereunderthrough December 31, 2001.

 

 

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(b)  Congress has not waived andis not by this Amendment waiving, and has no intention of waiving any otherEvent of Default, which may have occurred prior to the date hereof, or may becontinuing on the date hereof or any Event of Default which may occur after thedate hereof, whether the same or similar to the Events of Default describedabove or otherwise, other than the Event of Default described in Section 1(a)hereof.  Congress reserves the right, inits discretion, to exercise any or all of its rights and remedies arising underthe Financing Agreements, applicable law or otherwise as a result of any otherEvents of Default that may have occurred before the date hereof, whether thesame or similar to the Event of Default described above or otherwise, includingany Event of Default pursuant to the failure of Borrower to comply with Section4.13 of Covenant Supplement at any time after December 31, 2001.

(c)  Effective as of January 1,2002, Section 4.13 of the Covenant Supplement is hereby deleted in its entiretyand replaced with the following:

“4.13 Net Worth.  Borrower shall at all times during theperiod commencing January 1, 2002 and ending June 30, 2002 maintain a Net Worthof not less than $6,000,000 and at all times after June 30, 2002 maintain a NewWorth of not less than $9,000,000.”

2.  Working Capital Covenant.  (a) Subject to the terms and conditionscontained herein, Congress hereby waives the Event of Default that has occurredarising under Section 4.14 of the Covenant Supplement as a result of thefailure of Borrower to maintain Working Capital in the amount requiredthereunder through December 31, 2001.

(b) Congress has not waived and is not by this Amendment waiving, andhas no intention of waiving, any other Event of Default, which may haveoccurred prior to the date hereof, or may be continuing on the date hereof orany Event of Default which may occur after the date hereof, whether the same orsimilar to the Events of Default described above or otherwise, other than theEvent of Default described in Section 2(a) hereof.  Congress reserves the right, in its discretion, to exercise anyor 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 mayhave occurred before the date hereof, or are continuing on the date hereof, orany Event of Default that may occur after the date hereof, whether the same orsimilar to the Event of Default described above or otherwise, including anyEvent of Default pursuant to the failure of Borrower to comply with Section4.14 of Covenant Supplement at any time after December 31, 2001.

(c) Effectively as of January 1, 2002, Section 4.14 of the CovenantSupplement is hereby deleted in its entirety and replaced with the following:

 

“4.14 Working Capital.  Borrower, will at all times, during theperiod commencing January 1, 2002 and ending June 30, 2002 maintain WorkingCapital of not less than $10,000,000 and at all times after June 30, 2002 maintainWorking Capital of not less than $13,000,000.”

 

 

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3.  Amendment Fee.  In consideration of the foregoing, Borroweragrees to pay Congress a fee for entering into this Amendment in the amount of$20,000, which shall be fully earned on the date hereof.  Such fee may be charged by Congress to anyloan account of Borrower maintained by Congress under the Financing Agreements.

4.  Representations,Warranties and Covenants.  Inaddition to the continuing representations, warranties and covenants heretoforeor hereafter made by Borrower to Congress pursuant to the other FinancingAgreements, Borrower hereby represents, warrants and covenants with and toCongress as follows (which representations, warranties and covenants arecontinuing and shall survive the execution and delivery hereof and shall beincorporated into and made a part of the Financing Agreements):

(a) This Amendment and each other agreement or instrument to beexecuted and delivered by Borrower hereunder have been duly authorized,executed and delivered by all necessary action on the part of Borrower which isa party hereto and thereto and, if necessary, the limited partners of Borrowerand/or the stockholders of the General Partner of Borrower, and is in fullforce and effect as of the date hereof, and the agreements and obligations ofBorrower contained herein and therein constitute legal, valid and bindingobligations of Borrower enforceable against them in accordance with theirterms.

(b) All of the representations and warranties set forth in the AccountsAgreement and the other Financing Agreements, each as amended hereby, are trueand correct in all material respects on and as of the date hereof as if made onthe date hereof, except to the extent any such representation or warranty ismade as of a specified date, in which case such representation or warrantyshall have been true and correct as of such date.

(c) As of the date hereof, and after giving effect to the provisions ofthis Amendment, no Event of Default, and no condition or event which withnotice or passage of time or both would constitute an Event of Default, existsor has occurred and is continuing.

5.  Conditions Precedent.  The effectiveness of the waiver andamendments to the Financing Agreements provided for herein shall only beeffective upon the satisfaction of each of the following conditions precedentin a manner satisfactory to Congress.

(a) no Event of Default shall have occurred and be continuing and noevent shall have occurred or condition be existing and continuing which, withnotice or passage of time or both, would constitute an Event of Default, aftergiving effect to the waivers and amendments set forth herein;

(b) Congress shall have received the amendment fee as set forth inSection 5 hereof; and

(c) Congress shall have received, in form and substance satisfactory toCongress, an original of this Amendment, duly authorized, executed anddelivered by Borrower.

6.  Effect of this Amendment.  Except as expressly provided herein, noother waivers, consents or modifications to the Financing Agreements areintended or implied, and in all other respects, the Financing Agreements arehereby specifically ratified, restated and confirmed by all the parties heretoas of the effective date hereof.  To theextent of conflict between the terms of 

 

 

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

7.  Further Assurances.  The parties hereto shall execute and deliversuch additional documents and take such additional actions as may be necessaryto effectuate the provisions and purposes of this Amendment.

8.  Governing Law.  The rights and obligations hereunder of eachof the parties hereto shall be governed by and interpreted and determined inaccordance with the laws of the State of New York (without giving effect toprinciples of conflicts of laws).

 

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9.  Counterparts.  This Amendment may be executed in any numberof counterparts, but all of such counterparts shall together constitute but oneand the same agreement.  In making proofof this Amendment, it shall not be necessary to produce or account for morethan one counterpart thereof signed by each of the parties thereto.

 
|                            | 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/ Thomas A.  Martin           |   |
|                            |                            |
| Title:                          | Vice President                  |   |
|                                 |                                 |  |  |  |

 

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