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EXHIBIT 10.35
CONFORMED COPY
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
(Revolving Loans)
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the "Fourth
Amendment"), dated as of September 6, 1996, is made by and between
RIDGEVIEW, INC., a corporation organized and existing under the laws of
the State of North Carolina (the "Borrower"); and
NATIONSBANK, N.A. (SOUTH), a national banking association organized and
existing under the laws of the United States (the "Lender").
RECITALS:
A. The Borrower and the Lender entered into that certain Loan and
Security Agreement (Revolving Loans), dated January 10, 1995, as amended (the
"Loan Agreement").
B. The Borrower and the Lender have agreed to modify and amend the Loan
Agreement as set forth herein.
NOW THEREFORE, the parties hereto agree as follows:
1. The Loan Agreement is hereby amended as follows:
(a) Section 1.1 is amended by amending in its entirety the
definition of "Revolving Credit Facility" so that such definition now
reads as follows:
"Revolving Credit Facility" means the principal sum of
$20,000,000.
(b) Section 2.4 is amended in its entirety so that such Section now
reads as follows:
Section 2.4 Revolving Credit Note. The Lender's Revolving
Credit Loans and the obligation of the Borrower to repay such Loans
shall also be evidenced by a single Revolving Credit Note payable to
the order of the Lender. Such Note shall be dated September 6, 1996
and be duly and validly executed and delivered by the Borrower.
(c) Section 10B.1 of the Loan Agreement is amended in its entirety
so that such Section now reads as follows:
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Section 10B.1 Domestic Business Financial Ratios.
(a) Maximum Liabilities to Tangible Net Worth. Permit the
ratio of total Liabilities of the Domestic Business of the Borrower
and its U.S. Subsidiaries to Tangible Net Worth of the Domestic
Business of the Borrower and its U.S. Subsidiaries to be greater than
(i) 9.5 to 1.0 during the period commencing on September 6, 1996
through and including Xxxxxxxx 00, 0000, (xx) 8.0 to 1.0 during the
period commencing on and including December 31, 1996 through and
including Xxxxx 00, 0000, (xxx) 8.25 to 1.0 during the period
commencing on and including March 31, 1997 through and including June
29, 1997, (iv) 8.0 to 1.0 during the period commencing on and
including June 30, 1997 through and including September 29, 1997, (v)
7.25 to 1.0 during the period commencing on and including September
30, 1997 through and including December 30, 1997 and (vi) 6.25 to 1.0
during the period commencing on December 31, 1997 and thereafter;
(b) Minimum Tangible Net Worth. Permit the Tangible Net Worth
of the Domestic Business of the Borrower and its U.S. Subsidiaries to
be less than the following amounts at any time during the following
periods:
Minimum Domestic Business
Period Tangible Net Worth
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September 6, 1996
through December 30, 1996 $3,500,000
December 31, 1996
through June 29, 1997 $4,350,000
June 30, 1997
through December 30, 1997 $4,800,000
December 31, 1997 and
thereafter $6,500,000
(c) Minimum Fixed Charge Ratio. Permit the Fixed Charge Ratio
of the Domestic Business of the Borrower and its U.S. Subsidiaries to
be less than 1.25 to 1.0 as of the last day of each fiscal year
(commencing with the month ending December 31, 1996), in each case
computed for the twelve monthly periods then ending.
(d) Minimum Current Ratio. Permit the ratio of current assets
of the Domestic Business of the Borrower
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and its U.S. Subsidiaries to the current Liabilities of the Domestic
Business of the Borrower and its U.S. Subsidiaries to be equal to or
less than .95 to 1.0 as of the last day of each month during the
period commencing on September 6, 1996 through December 30, 1996 and
1.10 to 1.0 as of the last day of each month thereafter (for purposes
of the foregoing, outstanding Revolving Credit Loans shall be
included within current Liabilities).
2. Except as hereby modified, all the terms and provisions of the Loan
Agreement remain in full force and effect.
3. Subject to the qualification set forth below, the Borrower agrees to
pay the Lender a fee of $30,000.00. Such fee shall be payable in two
installments. The first installment shall be in the amount of $7,500.00 and
shall be due and payable on October 1, 1996. The second installment shall be
in the amount of $22,500.00 and shall be due and payable on January 1, 1997;
provided, however, the Bank agrees to waive the payment of such second
installment if, on or before January 1, 1997, the Borrower repays no less than
$12,000,000.00 of its existing indebtedness to the Lender with the proceeds of
the Borrower's initial public offering.
4. The Borrower will execute such additional documents as are reasonably
requested by the Lender to reflect the terms and conditions of this Fourth
Amendment and will cause to be delivered such certificates, legal opinions and
other documents as are reasonably required by the Lender. In addition, the
Borrower will pay all costs and expenses in connection with the preparation,
execution and delivery of the documents executed in connection with this
transaction, including, without limitation, the reasonable fees and
out-of-pocket expenses of special counsel to the Lender as well as any and all
filing and recording fees and stamp and other taxes with respect thereto and to
save the Lender harmless from any and all such costs, expenses and liabilities.
The Borrower agrees that the Lender may charge the revolving loan balance for
such fees and expenses.
5. This Fourth Amendment may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed an original, and
it shall not be necessary in making proof of this Fourth Amendment to produce
or account for more than one counterpart.
6. This Fourth Amendment and all other documents executed pursuant to
the transactions contemplated herein shall be deemed to be contracts made
under, and for all purposes shall be construed in accordance with, the internal
laws and judicial decisions of the State of Georgia and shall be subject to the
provisions of Section 12.5 and 12.6 of the Loan Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment
to be executed by their fully authorized officers as of the day and year first
above written.
RIDGEVIEW, INC.
ATTEST:
By: /s/ Xxxxx Xxxxxxx Xxxxx By: /s/ Xxxx X. Xxxxxxx
Title: Asst. Secretary Title: President & CEO
(Corporate Seal)
NATIONSBANK, N.A. (SOUTH)
By: /s/ Xxxxx Xxxxxxxxx
Title: VP
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