1
AMENDMENT NO. 1 AND WAIVER
to
LOAN AND SECURITY AGREEMENT
This AMENDMENT NO. 1 entered into as of May __, 1999 by and among
RIDGEVIEW, INC., a North Carolina corporation, SENECA KNITTING XXXXX
CORPORATION, a New York corporation, and TRI-STAR HOSIERY XXXXX, INC., a North
Carolina corporation (the "Borrowers"), the financial institutions party thereto
from time to time (the "Lenders") and BANKBOSTON, N.A., a national banking
association (the "Agent").
Preliminary Statement
The Borrowers, the Lenders and the Agent are parties to the Loan and
Security Agreement dated as of February 11, 1999 (the "Loan Agreement"; terms
defined therein, unless otherwise defined herein, being used herein as therein
defined). The Borrowers have requested that the Lenders waive compliance and the
effect of non-compliance by the Borrowers with certain financial covenant of the
Loan Agreement and modify one such financial covenant, and the Lenders have
agreed, upon and subject to the terms and conditions of this Amendment, to such
requests.
Statement of Agreement
NOW, THEREFORE, in consideration of the Loan Agreement, the mutual
covenants set forth therein and herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
Section 1. Amendment to Loan Agreement. Subject to the provisions of
SECTION 3 hereof, the Loan Agreement is hereby amended by
(a) amending subsection (a) of Section 12.1 Financial Ratios in its
entirety to read as follows:
(a) Minimum Tangible Net Worth. Permit Tangible Net Worth (i)
from the Effective Date through the end of the first Fiscal Quarter of
Fiscal Year 1999 to be less than $8,150,000, (ii) during the second
Fiscal Quarter of Fiscal Year 1999 to be less than $7,900,000, (iii)
during the third Fiscal Quarter of Fiscal Year 1999 to be less than
$8,900,000, and (iv) at any time thereafter to be less than $9,400,000,
PLUS, from and after the delivery of Ridgeview's financial statements
referred to in SECTION 11.1(A) for each Fiscal Year beginning with
Fiscal Year 1999, an amount equal to 100%, on a cumulative basis, of
consolidated Net Income (but without deduction for any Net Loss) of
Ridgeview and its Consolidated Subsidiaries for such Fiscal Year.
2
Section 2. Waiver. Subject to the provisions of SECTION 3, the Lenders
hereby waive compliance and the effect of non-compliance by the Borrowers with
the provisions of Section 12.1(a) of the Loan Agreement to the extent that
Tangible Net Worth was not less than $8,150,000 during the period from the
Effective Date through March 31, 1999 and Section 12.1(d) of the Loan Agreement
to the extent that EBITDA was not less than ($150,000) for the Fiscal Quarter
ended March 31, 1999.
Section 3. Conditions to Effectiveness. The provisions of SECTIONS 1
AND 2 shall become effective as of March 31, 1999 on the date on which the Agent
shall have received six copies of this Amendment duly executed by the Borrowers
and the Lenders.
Section 4. Effect of Amendment. Upon and after the effectiveness of
this Amendment as provided in SECTION 3 hereof, all references to the Loan
Agreement in the Loan Agreement or in any other Loan Document shall mean the
Loan Agreement as amended by this Amendment. Except as expressly provided in
this Amendment, the execution and delivery of this Amendment does not, and will
not, amend, modify or supplement any provision of or constitute a consent to or
a waiver of any noncompliance with the provisions of the Loan Agreement and,
except as specifically provided in this Amendment, the Loan Agreement shall
remain in full force and effect.
Section 5. General Provisions.
(a) Governing Law. This Amendment shall be construed in accordance
with and governed by the law of the State of Georgia.
(b) Counterpart Execution. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and shall be binding
upon all parties, their successors and assigns, and all of which taken together
shall constitute one and the same agreement.
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their respective officers thereunto duly authorized as
of the date first above written.
[Corporate Seal] BORROWERS:
Attest: RIDGEVIEW, INC.
By: By:
-------------------------- ---------------------------------
Name: Name:
-------------------- -------------------------------
Title: Title:
------------------ ------------------------------
[Corporate Seal]
Attest: SENECA KNITTING XXXXX
CORPORATION
By: By:
-------------------------- ---------------------------------
Name: Name:
-------------------- -------------------------------
Title: Title:
------------------ ------------------------------
[Corporate Seal]
Attest: TRI-STAR HOSIERY XXXXX, INC.
By: By:
-------------------------- ---------------------------------
Name: Name:
-------------------- -------------------------------
Title: Title:
------------------ ------------------------------
AGENT:
BANKBOSTON, N.A.
By:
--------------------------------
Name:
-------------------------
Title:
------------------------
3
4
CO-AGENT:
GENERAL ELECTRIC CAPITAL CORPORATION
By:
------------------------------------
Name:
-------------------------------
Title:
------------------------------
LENDERS:
BANKBOSTON, N.A.
By:
------------------------------------
Name:
-------------------------------
Title:
------------------------------
GENERAL ELECTRIC CAPITAL CORPORATION
By:
------------------------------------
Name:
-------------------------------
Title:
------------------------------
CITIZENS BUSINESS CREDIT, a Division of Citizens
Leasing Corporation, a Rhode Island corporation
By:
------------------------------------
Name:
-------------------------------
Title:
------------------------------
4