Exhibit 10.13
AMENDMENT, CONSENT AND WAIVER NO. 6
THIS AMENDMENT, CONSENT AND WAIVER NO. 6 dated as of April 2, 1999 (the
"Amendment") relating to the Credit Agreement referenced below, by and among
TULTEX CORPORATION, a Virginia corporation (the "Borrower"), the Guarantors and
Banks identified therein, and NATIONSBANK, N.A., as Administrative Agent (the
"Administrative Agent"). Terms used but not otherwise defined shall have the
meanings provided in the Credit Agreement.
W I T N E S S E T H
WHEREAS, a $187 million credit facility has been extended to Tultex
Corporation pursuant to the terms of that Credit Agreement dated as of May 15,
1997 (as amended and modified the "Credit Agreement") among Tultex Corporation,
the Guarantors and Banks identified therein, Corestates Bank, N.A. and First
Union National Bank of Virginia, as co-agents and NationsBank, N.A., as
Administrative Agent;
WHEREAS, the credit facility was permanently reduced to $87.5 million
pursuant to Amendment No. 4 dated November 13, 1998;
WHEREAS, the Borrower has requested certain modifications under of the
Credit Agreement;
WHEREAS, such modification and waiver requires the consent of the
Required Banks;
WHEREAS, the Required Banks have consented to the requested
modifications and waiver on the terms and conditions set forth herein;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Subsection (l) of Section 8.01 of the Credit Agreement is amended to
read as follows:
(l) Refinancing. The occurrence of either (i) failure to
refinance the loans and obligations hereunder in full by April 14, 1999
with the proceeds of the initial advance under the senior secured credit
facility described in that Proposal Letter dated as of January 29, 1999
(the "Refinancing Proposal Letter") between NationsBank, N.A. (Bank of
America Business Credit Division) and the Borrower, or (ii) earlier
termination of the Refinancing Proposal Letter.
2. By consent of the Required Banks the following waivers are given,
subject to the terms and conditions provided:
(i) waiver of any Default or Event of Default which existed, may
exist or may have existed on account of the Borrower's failure to reduce
outstanding Obligations below the applicable Available Revolving
Committed Amount limits as of the last day of the fiscal months ending
March 6, 1999 ($56,800,000) and April 3, 1999 ($55,800,000);
(ii) so long as the Refinancing Proposal Letter shall be in full
force and effect and shall not have terminated or expired, waiver of any
Defaults or Events of Default which existed or may have existed at the
end of the Borrower's fourth fiscal quarter of 1998 (January 2, 1999)
solely on account of noncompliance with the Consolidated Tangible Net
Worth covenant in Section 6.11(a), the Fixed Charges Coverage Ratio in
Section 6.11(c), or the Consolidated Leverage Ratio in Section 6.11(e).
This waiver does not extend to any subsequent period, as to which the
aforementioned financial covenants shall be in full force and effect as
provided in Sections 6.11 (c) and (d), respectively, of the Credit
Agreement.
3. Notwithstanding anything to the contrary contained in this Amendment,
the Credit Agreement or any other Credit Document, the parties hereto agree that
the Borrower shall not be permitted to request, and the Lenders shall not make,
any Extension of Credit including the roll-over of Letters of Credit issued by
First Union National Bank which would otherwise expire.
4. [Intentionally Omitted.]
5. This Amendment shall be effective upon receipt by the Administrative
Agent of copies of this Amendment executed by the Credit Parties and Required
Lenders.
6. Except as expressly modified hereby, all of the terms and provisions
of the Credit Agreement remain in full force and effect.
7. The Borrower agrees to pay all reasonable costs and expenses in
connection with the preparation, execution and delivery of this Amendment,
including the reasonable fees and expenses of the Administrative Agent's legal
counsel.
8. This Amendment may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original. It shall not
be necessary in making proof of this Amendment to produce or account for more
than one such counterpart.
9. This Amendment shall be deemed to be a contract under, and shall for
all purposes be construed in accordance with, the laws of the Commonwealth of
Virginia.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Amendment to be duly executed and delivered as of the date first above
written.
BORROWER: TULTEX CORPORATION,
a Virginia Corporation
By:___________________________________
Title:
GUARANTORS:
DOMINION STORES, INC.,
a Virginia corporation
By:___________________________________
Title:
LOGOATHLETIC, INC.,
a Virginia corporation
By:___________________________________
Title:
LOGOATHLETIC HEADWEAR, INC.,
a Massachusetts corporation
By:___________________________________
Title:
CALIFORNIA SHIRT SALES, INC.
By: ___________________________________
Title:
BANKS:
NATIONSBANK, N.A.,
individually in its capacity as a Bank
and in its capacity as Administrative Agent
By:___________________________________
Title:
FIRST UNION NATIONAL BANK ,
individually in its capacity as a Bank
and in its capacity as a Co-Agent
By:___________________________________
Title:
BANK OF TOKYO - MITSUBISHI TRUST COMPANY
By: ___________________________________
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By: ___________________________________
Title:
PNC BANK, NATIONAL ASSOCIATION
By: ___________________________________
Title:
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK
By: ___________________________________
Title:
