EXHIBIT 10.8.6
AMENDMENT NO. 1 TO
LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 1 to LOAN SECURITY AGREEMENT ("Amendment"), dated as of
October 17, 2001 by and among Congress Financial Corporation (Southern), a
Georgia corporation ("Lender"), and Delta Apparel, Inc., a Georgia Corporation
("Borrower").
WITNESSETH
WHEREAS, Borrower has entered into financing arrangements with Lender
pursuant to which Lender may make loans and provide other financial
accommodations to Borrower as set forth in the Loan and Security Agreement,
dated May 16, 2000, by and between Borrower, and Lender (as the same now exists
and is amended hereby and may hereafter be further amended, modified,
supplemented, extended, renewed, restated or replaced, the "Loan Agreement") and
the other agreements, documents and instruments referred to therein or at any
time executed and/or delivered in connection therewith or related thereto,
including this Amendment (all of the foregoing, together with the Loan
Agreement, as the same now exist or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced, being collectively
referred to herein as the "Financing Agreements");
WHEREAS, Borrower has requested that Lender agree to certain amendments
to the Loan Agreement and Lender is willing to agree to such amendments, subject
to the terms and conditions contained herein; and
WHEREAS, by this Amendment, Borrower, and Lender intend to evidence
such amendments.
NOW, THEREFORE, in consideration of the foregoing, and the agreements
and covenants contained herein, the parties hereto agree as follows:
1. Definitions.
2.
2.1 Interpretation. For purposes of this Amendment, unless otherwise
defined herein, all terms used herein, including, but not limited to, those
terms used and/or defined in the recitals above, shall have the respective
meanings assigned to such terms in the Loan Agreement.
2.2
3. Dividends and Redemptions. Clause (E) of Section 9.11(c) (i) is hereby
deleted in its entirety and the following substituted therefor:
4.
"(E) the aggregate amount of all payments for such repurchases
during the term of this Agreement shall not exceed
$11,000,000."
1. Representations, Warranties and Covenants. Borrower represents,
warrants and covenants with and to Lender as follows, which representations,
warranties and covenants are continuing and shall survive the execution and
delivery hereof, the truth and accuracy of, or compliance with each, together
with the representations, warranties and covenants in the other Financing
Agreements, being a continuing condition of the making or providing of any Loans
or Letter of Credit Accommodations by Lender to Borrower.
2.
2.1 This Amendment has been duly authorized, executed and delivered by
Borrower and the agreements and obligations of Borrower contained herein
constitute legal, valid and binding obligations of Borrower enforceable against
Borrower in accordance with their terms.
2.2
(a) Neither the execution and delivery of this Amendment, or any other
agreements, documents or instruments in connection herewith, nor the
consummation of the transactions herein or therein contemplated, nor compliance
with the provisions hereof or thereof are in contravention of any law or
regulation or any order or decree of any court or governmental instrumentality
applicable to Borrower or any of its Subsidiaries in any respect, or conflicts
with or result in the breach of, or constitutes a default in any respect under
any mortgage, deed of trust, security agreement, agreement or instrument to
which Borrower is a party or may be bound, or violates any provision of the
Certificate of Incorporation or By-Laws of Borrower.
(b)
2.3 After giving effect to the provisions of this Amendment, no Event of
Default or act, condition or event which with notice or passage or time or both
would constitute an Event of Default, exists or has occurred and is continuing.
2.4
3. Conditions Precedent. The effectiveness of the terms and conditions of
this Amendment shall be subject to the receipt by Lender of an original of this
Amendment, duly authorized, executed and delivered by Borrower.
4.
5. General.
6.
6.1 Effect of this Amendment. Except as modified pursuant hereto, no other
changes or modifications to the Financing Agreements are intended or implied and
in all other respects the Financing Agreements are hereby specifically ratified,
restated and confirmed by all parties hereto as of the date hereof. To the
extent of conflict between the terms of this Amendment and the Financing
Agreements, the terms of this Amendment shall control.
1.1 Further Assurances. The parties hereto shall execute and deliver such
additional documents and take such additional action as may be necessary to
effectuate the provisions and purposes of this Amendment.
1.2
1.3 Governing Law. The rights and obligations hereunder of each of the
parties hereto shall be governed by and interpreted and determined in accordance
with the internal laws of the State of Georgia (without giving effect to
principles of conflict of laws).
1.4
1.5 Binding Effect. This Amendment is binding upon and shall inure to the
benefit of Lender and Borrower and their respective successors and assigns.
1.6
1.7 Counterparts. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original
but all of which when taken together shall constitute one and the same
instrument. In making proof of this Amendment, it shall not be necessary to
produce or account for more than one counterpart thereof signed by each of the
parties hereto.
1.8
1.9 IN WITNESS WHEREOF, Lender and Borrower have caused this Amendment to
be duly executed as of the day and year first above written.
1.10
1.11
CONGRESS FINANCIAL CORPORATION
(SOUTHERN)
By:
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Title:
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DELTA APPAREL, INC.
By:
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Title:
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