Exhibit 10.2
MASTER JOINDER AGREEMENT
THIS MASTER JOINDER AGREEMENT, dated as of the 1st day of January,
1999 (this "Agreement"), to the Credit Agreements referred to below is
entered into by and among XXXXX APPAREL GROUP, INC., a corporation
organized under the laws of Pennsylvania ("Xxxxx"), XXXXX APPAREL GROUP
USA, INC., a corporation organized under the laws of Pennsylvania ("New
Xxxxx"), XXXXX APPAREL GROUP HOLDINGS, INC., a corporation organized under
the laws of Delaware ("JAG" and collectively with New Xxxxx and Xxxxx, the
"Credit Parties") and FIRST UNION NATIONAL BANK, a national banking
association, as Administrative Agent (the "Administrative Agent") on behalf
of the Lenders.
Statement of Purpose
Xxxxx, the Lenders and the Administrative Agent are parties to the
Amended and Restated 364-Day Credit Agreement and the Amended and Restated
Three Year Credit Agreement both dated as of October 15, 1998 (each as
supplemented hereby and as further amended, restated or otherwise modified,
collectively, the "Credit Agreements").
The Credit Agreements provide that from and after the date hereof (the
"Asset Drop-Down Effective Date"), (a) New Xxxxx shall replace Xxxxx as the
Borrower and (b) Xxxxx and JAG shall become Additional Obligors thereunder.
Pursuant to Section 11.6(g) of the Credit Agreements, New Xxxxx, Xxxxx and
JAG are required to execute, among other documents, a joinder agreement
establishing New Xxxxx as the Borrower and Xxxxx and JAG as Additional
Obligors.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the parties hereto hereby agree as follows:
SECTION 1. Joinder of Credit Parties.
(a) Joinder of New Xxxxx as Borrower. Pursuant to Section 11.6 of the
Credit Agreements, New Xxxxx hereby agrees that, from and after the Asset
Drop-Down Effective Date, it is the Borrower under the Credit Agreements as
if a signatory thereof on the Closing Date, and New Xxxxx shall comply with
and be subject to and have the benefit of all of the terms, conditions,
covenants, agreements and obligations set forth therein. New Xxxxx hereby
agrees that each reference to the "Borrower" in the Credit Agreements and
other Loan Documents shall mean New Xxxxx. Without limiting or releasing
the obligations of the Additional Obligors pursuant to Section 1(b), the
parties hereto acknowledge that, from and after the Asset Drop-Down
Effective Date, all payments in respect of the Obligations (and the
Additional Debt Securities) will be made by New Xxxxx. New Xxxxx
acknowledges that it has received a copy of each of the Credit Agreements
and that it has read and understands the terms thereof. Xxxxx, the
Administrative Agent and the Lenders hereby acknowledge that, from and
after the Asset Drop-Down Effective Date, (i) Xxxxx shall no longer be the
Borrower under the Credit Agreements and shall no longer have any
rights as the Borrower under the Credit Agreements and (ii) Xxxxx
shall be an Additional Obligor as set forth in Section 1(b).
(b) Joinder of Additional Obligors. Pursuant to Section 11.6 of the
Credit Agreements, JAG hereby agrees that, from and after the Asset
Drop-Down Effective Date, it is an Additional Obligor under the Credit
Agreements as if a signatory thereof on the Closing Date, and JAG shall
comply with and be subject to and have the benefit of all of the terms,
conditions, covenants, agreements and obligations set forth therein. Xxxxx
hereby agrees that, from and after the Asset Drop-Down Effective Date, it
is an Additional Obligor under the Credit Agreements and shall comply with
and be subject to and have the benefit of all of the terms, conditions,
covenants, agreements and obligations set forth therein. Upon the
effectiveness of this Agreement pursuant to Section 2(a), each of the
Credit Parties shall be directly jointly and severally liable for the
Obligations under the Credit Agreements and the Replacement Notes (as
defined herein) issued pursuant to Section 2(a). Xxxxx and JAG hereby agree
that each reference to an "Additional Obligor" or to the "Additional
Obligors" in the Credit Agreements and other Loan Documents shall mean
Xxxxx and JAG. Xxxxx and JAG acknowledge that they have received a copy of
each of the Credit Agreements and that they have read and understand the
terms thereof.
(c) Schedules. Attached hereto is an updated Schedule 7.1(b) to the
Credit Agreements completed as of the Asset Drop-Down Effective Date.
SECTION 2. Effectiveness.
(a) This Agreement shall become effective upon receipt by the
Administrative Agent of (i) an original replacement Amended and Restated
Revolving Credit Note for each Lender under the 364-Day Credit Agreement
(collectively, the "Replacement 364-Day Notes") executed by each Credit
Party in exchange for each cancelled Amended and Restated Revolving Credit
Note issued in favor of each such Lender on the Closing Date, (ii) an
original replacement Amended and Restated Revolving Credit Note and
replacement Amended and Restated Term Note for each Lender under the Three
Year Credit Agreement (collectively, the "Replacement Three-Year Notes" and
together with the Replacement 364-Day Notes, collectively, the "Replacement
Notes") executed by each Credit Party in exchange for each cancelled
Amended and Restated Revolving Credit Note and Amended and Restated Term
Note issued in favor of each such Lender on the Closing Date and (iii)
twenty (20) originally executed counterparts hereof. Each Lender hereby
agrees to return promptly all the cancelled Notes to the Administrative
Agent. Upon receipt by the Administrative Agent, each cancelled Note shall
be promptly returned to Xxxxx, attention of Xxx X. Xxxxxx, Esq., General
Counsel.
(b) The Administrative Agent hereby acknowledges receipt of the
executed Replacement Notes and twenty executed counterparts hereof.
(c) The parties hereto confirm that all conditions to the
effectiveness of the Asset Drop- Down and this Agreement under Section 11.6
of the Credit Agreements have been satisfied or waived.
SECTION 3. General Provisions.
(a) Representations and Warranties. Each Credit Party hereby confirms
that each representation and warranty made by the Credit Parties under the
Loan Documents is true and correct in all material respects as of the date
hereof and that no Default or Event of Default has occurred or is
continuing under the Credit Agreements, except for (i) any deviations from
such representations and warranties expressly permitted by the Credit
Agreements and (ii) any representation and warranties expressly made as of
an earlier date, which representation and warranty shall remain true and
correct as of such earlier date. Each such Credit Party hereby represents
and warrants that as of the date hereof there are no claims or offsets
against or defenses or counterclaims to their respective obligations under
the Credit Agreements or any other Loan Document.
(b) Limited Effect. Except as supplemented hereby, the Credit
Agreements and each other Loan Document shall continue to be, and shall
remain, in full force and effect. This Agreement shall not be deemed (i) to
be a waiver of, or consent to, or a modification or amendment of, any other
term or condition of the Credit Agreements or (ii) to prejudice any right
or rights which the Administrative Agent or Lenders may now have or may
have in the future under or in connection with the Credit Agreements or the
Loan Documents or any of the instruments or agreements referred to therein,
as the same may be amended, restated or modified from time to time.
(c) Costs and Expenses. The Credit Parties hereby jointly and
severally agree to pay or reimburse the Administrative Agent for all of its
reasonable and customary out-of-pocket costs and expenses incurred in
connection with the preparation, negotiation and execution of this
Agreement, including, without limitation, the reasonable fees and
disbursements of counsel.
(d) Counterparts. This Agreement may be executed by one or more of the
parties hereto in any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
(e) Definitions. All capitalized terms used and not defined herein
shall have the meanings given thereto in the Credit Agreements.
(f) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REFERENCE TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF.
(g) New Xxxxx as Agent for the Credit Parties. The Credit Parties
hereby irrevocably appoint and authorize New Xxxxx (i) to provide the
Administrative Agent with all notices and instructions under the Credit
Agreements and (ii) to take such action on behalf of the Credit Parties as
New Xxxxx deems appropriate on its behalf to carry out the purposes of the
Credit Agreements.
IN WITNESS WHEREOF the undersigned hereby causes this Agreement to
be executed and delivered as of the date first above written.
[CORPORATE SEAL] XXXXX APPAREL GROUP, INC.
By /s/ Xxxxxx X. Card
-------------------------
Name: Xxxxxx X. Card
Title: Chief Financial Officer
[CORPORATE SEAL] XXXXX APPAREL GROUP USA, INC.
By /s/ Xxxxxx X. Card
-----------------------
Name: Xxxxxx X. Card
Title: Chief Financial Officer
[CORPORATE SEAL] XXXXX APPAREL GROUP HOLDINGS, INC.
By /s/ Xxx X. Xxxxxx
----------------------
Name: Xxx X. Xxxxxx
Title: President
FIRST UNION NATIONAL BANK,
as Administrative Agent
By /s/ Xxxx Xxxxxxxx
----------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
