AMENDMENT AGREEMENT
THIS AMENDMENT AGREEMENT (this "Amendment"), dated as of June
9, 1995, is by and among DELTA WOODSIDE INDUSTRIES, INC., a South
Carolina corporation (the "Borrower"); the Lenders party hereto
(the "Lenders"); NATIONSBANK, N.A. (CAROLINAS) (formerly named
NationsBank of North Carolina, N.A.), a national banking
association, as agent for the Lenders (in such capacity, the
"Agent"); and BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, a national banking association, and THE BANK OF NEW
YORK, a New York banking association, as co-agents for the Lenders
(in such capacity, the "Co-Agents").
W I T N E S S E T H:
WHEREAS, pursuant to a Credit Agreement dated as of September
7, 1994 (the "Existing Credit Agreement") among the Borrower, the
Lenders, the Agent and the Co-Agents, and the other agreements and
instruments executed in connection therewith (such agreements and
instruments, as amended from time to time, being hereinafter
referred to as the "Existing Credit Documents"), the Lenders have
extended commitments to make certain credit facilities available to
the Borrower; and
WHEREAS, the Borrower and the Lenders have agreed to make certain
amendments to the Existing Credit Agreement;
NOW, THEREFORE, in consideration of the agreements herein
contained, the parties hereby agree as follows:
PART I
DEFINITIONS
SUBPART 1.1. Certain Definitions. Unless
otherwise defined herein or the context otherwise requires, the
following terms used in this Amendment, including its preamble
and recitals, have the following meanings:
"Amended Credit Agreement" means the
Existing Credit Agreement as amended hereby.
"Amendment No. 1 Effective Date" is defined
in Subpart 3.1.
SUBPART 1.2. Other Definitions. Unless
otherwise defined herein or the context otherwise requires, terms
used in this Amendment, including its preamble and
recitals, have the meanings provided in the Amended Credit
Agreement.
PART II
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the
Amendment No. 1 Effective Date, the Existing Credit
Agreement is hereby amended in accordance with this Part
II. Except as so amended, the Existing Credit Agreement
and all other Credit Documents shall continue in full
force and effect.
SUBPART 2.1. Amendments to Section 1.1.
Section 1.1 of the Existing Credit Agreement is
hereby amended by:
(i) inserting, in the alphabetically
appropriate places, the following definitions:
"Amendment No. 1" means that certain
Amendment Agreement, dated as of
June 9, 1995, among the Borrower, the Lenders, the
Agent and the Co-Agents amending this Agreement as then
in effect.
"Amendment No. 1 Effective Date"
has the meaning assigned to such term in Amendment No.
1.
(ii) amending the definition of "Interest
Coverage Ratio" to read in its entirety as follows:
"Interest Coverage Ratio" means, as of any date
of determination for the applicable Calculation Period
then ended, the ratio of (i) Consolidated Net Income of
the Borrower and its Consolidated Subsidiaries (before
Consolidated Interest Expense and Consolidated Income
Tax Expense) for such Calculation Period to (ii)
Consolidated Interest Expense of the Borrower and its
Consolidated Subsidiaries for such Calculation Period.
For purposes hereof, (A) the term
"Calculation Period" means (1) as of the last day of
the fourth Fiscal Quarter of Fiscal Year 1995 and the last
day of the first Fiscal Quarter of Fiscal Year 1996, the
period of one Fiscal Quarter then ended, (2) as of the last
day of the second Fiscal Quarter of Fiscal Year 1996, the
period of two consecutive Fiscal Quarters then ended, (3) as
of the last day of the third Fiscal Quarter of Fiscal Year
1996, the period of three consecutive Fiscal Quarters then
ended and (4) as of the last day of the fourth Fiscal
Quarter of Fiscal Year 1996 and the last day of each Fiscal
Quarter thereafter the period of four consecutive Fiscal
Quarters then ended, and (B) the term "Consolidated Interest
Expense", in respect of any period, shall exclude any amount
of litigation reserve of the Borrower as of April 1, 1995
which is subsequently reclassified in accordance with GAAP
as interest expense.
SUBPART 2.2. Amendment to Section 4.3. Section
4.3 of the Existing Credit Agreement is hereby amended
by inserting the following subsection (b)(iii):
(iii) The aggregate Commitments
of the Lenders shall be reduced as of the last day of Fiscal
Year 1996 and each Fiscal Year thereafter by $15,000,000.
The annual Commitment reduction
required pursuant to this clause (iii) shall be in
addition to any Commitment reductions pursuant to
this Section 4.3 during the related Fiscal Year.
SUBPART 2.3. Amendments to Section 9.1.
Subsections (a), (d), and (e) of Section 9.1 are
amended to read in their entireties as follows:
SECTION 9.1. Financial Ratios. Permit:
(a) Minimum Consolidated Tangible Net Worth.
Consolidated Tangible Net Worth of the Borrower and
its Consolidated Subsidiaries as of the last day of
any Fiscal Quarter occurring on or after the last
day of Fiscal Year 1995 to be less than
$240,000,000, increased on a cumulative basis as of
the last day of each Fiscal Year thereafter by 50%
of Consolidated Net Income of the Borrower and its
Consolidated Subsidiaries for the Fiscal Year then
ended (but not decreased to the extent that
Consolidated Net Income for any Fiscal Year is a
negative number).
(d) Interest Coverage Ratio. The Interest
Coverage Ratio to be less than the following
proportions at the following times:
(i) as of the last day of the fourth
Fiscal Quarter of Fiscal Year 1995 and the last
day of the first Fiscal Quarter of Fiscal Year
1996, 1.50 to 1.00;
(ii) as of the last day of the second
Fiscal Quarter of Fiscal Year 1996, 2.00 to
1.00;
(iii) as of the last day of the
third Fiscal Quarter of Fiscal Year 1996, 2.25 to
1.00; and
(iv) as of the last day of
the fourth Fiscal Quarter of Fiscal Year
1996 and the last day of each Fiscal Quarter
thereafter,
2.50 to 1.00.
(e) Fixed Charge Coverage Ratio.
The Fixed Charge Coverage Ratio
as of the last day of Fiscal
Year 1996 and the last day of each
Fiscal Year thereafter to be less
than 1.25 to 1.00.
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1. Amendment No. 1 Effective Date. This
Amendment shall be and become effective as of the date hereof
(the "Amendment No. 1 Effective Date") when all of the
conditions set forth in this Subpart 3.1 shall have been
satisfied, and thereafter this Amendment shall be known, and
may be referred to, as "Amendment No. 1."
SUBPART 3.1.1. Execution of Counterparts of
Amendment. The Agent shall have received counterparts (or
other evidence of execution, including telephonic message,
satisfactory to the Agent) of this Amendment, which
collectively shall have been duly executed on behalf of the
Borrower and the Majority Lenders. In addition, each of the
Subsidiary Guarantors shall have consented to the terms and
conditions of this Amendment.
SUBPART 3.1.2. Amendment Fee. The Borrower shall
have paid in immediately available funds to the Agent on the
date hereof an amendment fee equal to 10 basis points on the
aggregate Commitments of the Lenders (the "Amendment Fee").
The Agent shall pay to each Lender on the date hereof such
Lender's ratable portion (based on the proportion that the
Commitment of such Lender bears to the aggregate Commitments of
all the Lenders) of the Amendment Fee.
PART IV
MISCELLANEOUS
SUBPART 4.1. Cross-References. References in this
Amendment to any Part or Subpart are, unless otherwise
specified, to such Part or Subpart of this Amendment.
SUBPART 4.2. Instrument Pursuant
to Existing Credit Agreement. This Amendment is a Loan
Document executed pursuant to the Existing Credit Agreement and shall
(unless otherwise expressly indicated therein) be construed,
administered and applied in accordance with
the terms and provisions of the Existing Credit Agreement.
SUBPART 4.3. References in Other Loan Documents. At such
time as this Amendment No. 1 shall become effective pursuant to the
terms of Subpart 3.1, all references in the Loan Documents to the
"Credit Agreement" shall be deemed
to refer to the Credit Agreement as amended by this Amendment No. 1.
SUBPART 4.4. Representations and Warranties. The Borrower
hereby represents and warrants that (i) the representations and
warranties contained in Article 6
of the Existing Credit Agreement (as amended by this
Amendment) are correct on and as of the date hereof as
though made on and as of such date and after giving effect
to the amendments contained herein (except that
representations and warranties expressly stated in the
Existing Credit Agreement to be made as of a particular date
shall only be deemed made as of that date) and (ii) no
Default or Event of Default exists on and as of the date
hereof.
SUBPART 4.5. Expenses. The Borrower agrees to
pay all reasonable out-of-pocket expenses (including fees
and expenses of counsel) incurred by the Agent in connection
with the preparation, execution and delivery of this
Amendment.
SUBPART 4.6. Counterparts. This Amendment may be
executed by the parties hereto in several counterparts, each
of which shall be deemed to be an original and all
of which shall constitute together but one and the same
agreement.
SUBPART 4.7. Governing Law. THIS AMENDMENT SHALL
BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY
THE INTERNAL LAWS OF THE STATE OF NORTH CAROLINA
WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES
THEREOF.
SUBPART 4.8. Successors and Assigns. This
Amendment shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and
assigns.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective duly authorized
officers as of the day and year first above written.
Borrower DELTA WOODSIDE INDUSTRIES, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx Title:
Executive Vice President & CFO
Agent NATIONSBANK, N.A. (CAROLINAS),
as Agent
By: /s/ X. Xxxxxx Xxxxx
Title: Senior Vice President
Co-Agents BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Co-Agent
By: /s/ Xxxxx X. Xxxxx Title:
Vice President
THE BANK OF NEW YORK, as Co-Agent
By: /s/ Xxxxxxx X. Xxxxxx Title:
Vice President
[Signatures Continued] Lenders
NATIONSBANK, N.A. (CAROLINAS)
By:/s/ X. Xxxxxx Xxxxx
Title: Senior Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ Xxxxx X. Xxxxx Title:
Vice President
THE BANK OF NEW YORK
By: /s/ Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President
FIRST UNION NATIONAL BANK OF
SOUTH CAROLINA
By: /s/ Xxxxx X. Xxxxxxxx
Title: Vice President
WACHOVIA BANK OF SOUTH CAROLINA
By: /s/ Xxxxxx X. Xxxxxx Title:
Vice President
THE BANK OF NOVA SCOTIA
By:
Title:
CHASE MANHATTAN BANK, N.A. By:
Title:
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxx
Title: Vice President
NATWEST BANK N.A. (formerly
NATIONAL WESTMINSTER BANK USA)
By: /s/ Xxxx X. Xxxxxx
Title: Assistant Vice President
[Signatures Continued
CONSENTED AND AGREED TO BY:
ALCHEM CAPITAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President
and CEO
ARMONIA TEXTIL, SOCIEDAD ANONIMA
By: /s/ Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President
and CEO
CARGUD, SOCIEDAD ANONIMA
By: /s/ Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President
and CEO
DELTA CONSOLIDATED CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President
and CEO
DELTA MERCHANDISING, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President
and CEO
DELTA XXXXX, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President
and CEO
DUCK HEAD APPAREL COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President
and CEO
NAUTILUS DIRECT, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President
and CEO
NAUTILUS INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President
and CEO
