AMENDMENT, CONSENT AND WAIVER NO. 5
THIS AMENDMENT, CONSENT AND WAIVER NO. 5 dated as of February 23, 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. The Credit Agreement is amended and modified in the following
respects:
1.1 The proviso of the first sentence of Section 2.1 is
amended to read as follows:
; provided, however, (i) with regard to the Banks collectively,
the amount of Committed Revolving Loans outstanding shall not at any
time exceed EIGHTY-SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS
($87,500,000) in the aggregate (as such aggregate maximum amount may be
reduced from time to time as hereinafter provided, the "Revolving
Committed Amount"), provided that the Obligations outstanding hereunder
shall not, without the prior written consent of the Required Lenders, at
any date specified below exceed the amounts shown below (on any day, the
lesser of the Revolving Committed Amount or the amounts shown below
hereafter shall be referred to as the "Available Revolving Committed
Amount"):
on the on the
Last Business Day of Last Business Day of
the Fiscal Month the Fiscal Month
ending on the date ending on the date
shown below shown below
----------- -----------
February 2, 1999 $57,800,000 September 4, 1999 $87,500,000
March 6, 1999 $56,800,000 October 2, 1999 $74,600,000
April 3, 1999 $55,800,000 November 6, 1999 $70,100,000
May 8, 1999 $44,800,000 December 4, 1999 $53,300,000
June 5, 1999 $56,900,000 January 1, 2000 $29,100,000
July 3, 1999 $62,600,000 Thereafter the Revolving
August 7, 1999 $82,900,000 Committed Amount
and (ii) with regard to each Bank individually, each such Bank's pro
rata share of outstanding Committed Revolving Loans plus Swingline Loans
plus LOC Obligations shall not any time exceed such Bank's pro rata
share of the aggregate Available Revolving Committed Amount; and
provided, further, that notwithstanding anything herein to the contrary,
the sum of Committed Revolving Loans plus Swingline Loans plus LOC
Obligations shall not at any time exceed the aggregate Available
Revolving Committed Amount.
1.2 A new subsection (l) is added to the Events of Default
enumerated in Section 8.01 to read as follows:
(l) Refinancing. The occurrence of either (i) failure to
refinance the loans and obligations hereunder in full by April 3, 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 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
January 2, 1998 ($57,800,000) and February 6, 1999 ($50,500,000);
(ii) so long as the Refinancing Proposal Letter shall be in 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 periods, as to which the
foregoing financial covenants shall be in full force and effect as
provided in Section 6.11 (c) and (d), respectively, of the Credit
Agreement.
3. The Borrower hereby represents and warrants in connection herewith
that as of the date hereof (after giving effect hereto) (i) the representations
and warranties set forth in Section 5 of the Credit Agreement are true and
correct in all material respects (except those which expressly relate to an
earlier date), and (ii) no Default or Event of Default presently exists under
the Credit Agreement.
4. The effectiveness of this Amendment is subject to satisfaction of the
following conditions:
(a) receipt by the Administrative Agent of copies of this
Amendment executed by the Credit Parties and Required Lenders;
(b) receipt by the Administrative Agent of corporate resolutions
and legal opinions relating to this Amendment in form and substance
satisfactory to the Administrative Agent and Required Lenders; and
(c) receipt by the Administrative Agent of an amendment fee of
$150,000 for the ratable benefit of the Lenders approving this
Amendment.
5. Except as expressly modified hereby, all of the terms and provisions
of the Credit Agreement remain in full force and effect.
6. 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.
7. 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.
8. This Amendment, as the Credit Agreement, 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:
