Exhibit 10.14(e)
WAIVER AND CONSENT
Waiver and Consent to the Amended and Restated Financing Agreement,
dated as of June 18, 1998, as amended through the date hereof (the "Financing
Agreement"), by and among XxXxxxxxxx Apparel Group Inc., a Delaware corporation
formerly known as Norton XxXxxxxxxx, Inc. (the "Company"), Norton XxXxxxxxxx of
Xxxxxx, Inc., a New York corporation ("Squire"), Miss Xxxxx, Inc., a Delaware
corporation ("Miss Xxxxx"), Xxxx-Xx Knitwear, Inc., a Delaware corporation
formerly known as JJ Acquisition Corp. ("Xxxx-Xx" and together with Squire and
Miss Xxxxx, each a "Borrower" and collectively, the "Borrowers"), the lenders
party thereto (each a "Lender" and collectively the "Lenders"), Banc of America
Commercial Corporation f/k/a NationsBanc Commercial Corporation, as collateral
agent for the Lenders (in such capacity, the "Collateral Agent"), The CIT
Group/Commercial Services, Inc., as administrative agent for the Lenders (in
such capacity, the "Administrative Agent") and Fleet Bank NA, as documentation
agent for the Lenders (in such capacity, the "Documentation Agent" and together
with the Collateral Agent and the Administrative Agent, each an "Agent" and
collectively, the "Agents").
1. Definitions. All capitalized terms used herein and not otherwise
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defined herein are used herein as defined in the Financing Agreement.
2. Waiver and Consent.
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(a) Pursuant to Section 12.03 of the Financing Agreement, the
Required Lenders hereby waive any Event of Default that would otherwise arise
under Section 10.01(c) of the Financing Agreement from any non-compliance by the
Company with the provisions of Section 7.02(p)(iii) of the Financing Agreement
by reason of the failure of the Company and its Consolidated Subsidiaries to
maintain Working Capital of no less than $105,000,000 at the end of the Fiscal
Quarter ended November 6, 1999, provided that the Working Capital at such Fiscal
Quarter end is not less than $93,000,000.
(b) This Waiver and Consent shall be effective only in this
specific instance and does not allow any other or further departure from the
terms of the Financing Agreement or the other Loan Documents, which terms shall
continue in full force and effect.
3. Miscellaneous.
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(a) This Waiver and Consent shall become effective when the
Administrative Agent shall have received counterparts hereof which bear the
signatures of the Required Lenders.
(b) This Waiver and Consent may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement.
(c) Section and paragraph headings herein are included for
convenience of reference only and shall not constitute a part of this Waiver and
Consent for any other purpose.
(d) This Waiver and Consent shall be governed by, and construed
in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Waiver and
Consent to be executed by their respective officers thereunto duly authorized as
of the ____ day of January, 2000.
AGENTS AND LENDERS
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THE CIT GROUP/COMMERCIAL SERVICES,
INC., as Administrative Agent
By: ______________________________________
Title:____________________________________
BANC OF AMERICA COMMERCIAL CORPORATION F/K/A
NATIONSBANC COMMERCIAL CORPORATION,
as Collateral Agent
By: ______________________________________
Title:____________________________________
FLEET BANK NA, as Documentation Agent
By: ______________________________________
Title:____________________________________
FLEET BUSINESS CREDIT CORPORATION
By: ______________________________________
Title:____________________________________
ISRAEL DISCOUNT BANK OF NEW YORK
By: ______________________________________
Title:____________________________________
SUNROCK CAPITAL CORP.
By: _____________________________________
Title:___________________________________
PNC BANK, NATIONAL ASSOCIATION
By: _____________________________________
Title:___________________________________
XXXXXX FINANCIAL, INC.
By: _____________________________________
Title:___________________________________
