EXHIBIT 10.22
WAIVER AND AMENDMENT NO. 3 TO CREDIT AGREEMENT
WAIVER AND AMENDMENT NO. 3 TO CREDIT AGREEMENT dated as of September 30,
1997 (this "Waiver and Amendment"), by and among SLM International, Inc., a
Delaware corporation ("Parent") and its wholly-owned subsidiary, Maska U.S.,
Inc., a Vermont corporation (the Parent and such wholly-owned subsidiary being
herein referred to jointly and severally as the "Borrowers"), the lenders (the
"Lenders") named in Schedules 2.01(a) and 2.01(b) to the Credit Agreement, as
amended (as hereinafter defined) and The Chase Manhattan Bank, as agent for the
Lenders (in such capacity, the "Agent").
WHEREAS, the Borrowers, #1 Apparel, Inc., a Delaware corporation (which has
been merged into Maska U.S., Inc.), the Lenders, and the Agent entered into the
Credit Agreement dated as of April 1, 1997 (as amended, modified or supplemented
from time to time in accordance with its terms, the "Credit Agreement");
WHEREAS, IBJ Xxxxxxxx Bank & Trust Company has assigned its interests under
the Credit Agreement to IBJ Xxxxxxxx Business Credit Corporation;
WHEREAS, the Borrowers are requesting the consent of the Agent and the
Lenders in order to make the interest payment due on October 1, 1997 in the
amount of $1,950,277.78 in cash to the holders of the Senior Secured Notes;
WHEREAS, in connection with such request, the Agent and the Lenders desire
to amend the definition of "Seasonal Amount";
WHEREAS, in connection with such requests, the Agent and the Lenders have
agreed to waive Section 7.15(c) of the Credit Agreement and the Borrowers have
agreed to the amendment of the definition of "Seasonal Amount" and certain
schedules, in each case as hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms. Unless otherwise specifically defined herein, all
capitalized terms used herein shall have the respective meanings ascribed to
such terms in the Credit Agreement.
2. Waivers to Credit Agreement. Subject to the conditions as to
effectiveness set forth in Paragraph 5 of this Waiver, the Agent and each of the
Lenders hereby waive the provisions of Section 7.15(c) of the Credit Agreement
with respect to the interest payment to be made to the holders of the Senior
Secured Notes on October 1, 1997 to permit the Borrowers to make such interest
payment in cash.
3. Amendment to Credit Agreement. Subject to the conditions as to
effectiveness set forth in Paragraph 5 of this Amendment, the Credit Agreement
is hereby amended as follows:
(a) In Section 1.01 of the Credit Agreement, the following definition
is hereby amended to provide in its entirety as follows:
"Seasonal Amount" shall mean at any time an amount designated by
the Borrowers (which may be zero) not to exceed (x) $3,050,000 during
the period commencing five days subsequent to the Closing Date through
October 31, 1997; $3,500,000 during a seven month period to be
mutually agreed upon by the Agent and the Borrowers in Fiscal Year
1998; $3,000,000 during a seven month period to be mutually agreed
upon by the Agent and the Borrowers in Fiscal Year 1999; and if the
Total Revolving Credit Commitment is extended as provided for herein,
an amount equal to $2,000,000 during a seven month period to be
mutually agreed upon by the Agent and the Borrowers in Fiscal Year
2000 less (y) the amount designated by the Canadian Borrower and
confirmed to the Agent as a "Seasonal Amount" under the Canadian
Credit Agreement."
(b) Schedules 2.01(a), 2.01(b), 2.02, 2.03 and 2.18 of the Credit
Agreement are hereby amended by deleting the name IBJ Xxxxxxxx Bank & Trust
Company, each place it appears in such Schedule and replacing it with the
name IBJ Xxxxxxxx Business Credit Corporation.
4. Representations and Warranties. The Borrowers hereby represent and
warrant as of the date hereof as follows (which representations and warranties
shall survive the execution and delivery of this Waiver and Amendment):
(a) Each Borrower has the power to execute, deliver and carry out the
terms and provisions of this Waiver and Amendment.
(b) This Waiver and Amendment has been duly executed and delivered and
constitutes the legal, valid and binding obligation of the Borrowers, and
is enforceable in accordance with its terms.
(c) No Default or Event of Default under the Credit Agreement has
occurred or is continuing.
5. Conditions Precedent. Notwithstanding any term or provision of this
Waiver and Amendment to the contrary, Paragraphs 2 and 3 hereof shall not become
effective until the Agent shall have determined that each of the following
conditions precedent shall have been satisfied:
(a) All representations and warranties made by the Borrowers in
Paragraph 4 hereof shall be true and correct in all material respects on
the date of effectiveness of this Waiver and Amendment with the same effect
as though such representations and warranties had been made on such date
after giving effect to this Waiver and Amendment (except to the extent any
such representation or warranty relates expressly to an earlier date).
(b) Counterparts of this Waiver and Amendment shall have been duly
executed and delivered on behalf of the Borrowers, the Required Lenders and
the Agent.
6. References to Credit Agreements. The term "Agreement", "hereof",
"herein" and similar terms as used in the Credit Agreement, and references in
the other Loan Documents to the Credit Agreement, shall mean and refer to, from
and after the effective date of the waiver and amendment contained herein as
determined in accordance with Paragraph 5 hereof, the Credit Agreement as
modified or supplemented by this Waiver and Amendment.
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7. Continued Effectiveness. Except as expressly set forth herein, nothing
herein shall be deemed to be a waiver of any covenant or agreement contained in,
or any Default or Event of Default under, the Credit Agreement, and each of the
parties hereto agrees that, as modified or supplemented by this Waiver and
Amendment, all of the covenants and agreements and other provisions contained in
the Credit Agreement and the other Loan Documents are hereby ratified and
confirmed in all respects and shall remain in full force and effect from and
after the date of this Waiver and Amendment.
8. Counterparts. This Waiver and Amendment may be executed in two or more
counterparts, each of which shall be an original, and all of which, taken
together, shall constitute a single instrument. Delivery of an executed
counterpart of a signature page to this Waiver and Amendment by telecopier shall
be effective as delivery of a manually executed counterpart of this Waiver and
Amendment.
9. GOVERNING LAW. THIS WAIVER AND AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (OTHER THAN
THE CONFLICTS OF LAWS PRINCIPLES THEREOF).
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Waiver and
Amendment to be duly executed by their respective officers thereunto duly
authorized as of the day and year first above written.
SLM INTERNATIONAL, INC.
By: /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
Vice President, Finance
MASKA U.S., INC.
By: /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
Vice President, Finance
THE CHASE MANHATTAN BANK, as Agent and as
a Lender
By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
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GENERAL ELECTRIC CAPITAL CORPORATION,
as a Lender
By: /s/ XXXX LUCK
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Name: Xxxx Luck
Title: Being Duly Authorized
SANWA BUSINESS CREDIT CORPORATION,
as a Lender
By: /s/ XXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxx
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By: /s/ XXXXXXX X. XXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
IBJ XXXXXXXX BUSINESS CREDIT CORPORATION,
as a Lender
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
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