FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND GUARANTY FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND GUARANTY (the "First Amendment") dated as of May 22, 1997 among BISCAYNE APPAREL, INC., BISCAYNE APPAREL...
1
EXHIBIT 10
EXECUTION COPY
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND GUARANTY
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT AND GUARANTY (the "First Amendment") dated as of May 22, 1997 among
BISCAYNE APPAREL, INC., BISCAYNE APPAREL INTERNATIONAL, INC., MACKINTOSH OF NEW
ENGLAND CO., and M & L INTERNATIONAL, INC., (individually, each a "Borrower" and
collectively, the "Borrowers" and individually, each a "Guarantor" and
collectively, the "Guarantors"), THE CHASE MANHATTAN BANK, CORESTATES BANK,
N.A., BANKBOSTON, N.A. (formerly known as The First National Bank of Boston,
FLEET BANK N.A., and XXXXXXX FACTORS, INC. (individually, each a "Lender" and
collectively, the "Lenders"), THE CHASE MANHATTAN BANK, as agent for the Lenders
(in such capacity, together with its successors in such capacity, the "Agent"),
and XXXXXXX FACTORS, INC., as servicing agent for the Lenders (in such capacity,
together with its successors in such capacity, the "Servicing Agent").
PRELIMINARY STATEMENT. The Borrowers, the Guarantors, the
Lenders and the Agents have entered into a Second Amended and Restated Credit
Agreement and Guaranty dated as of March 24, 1997 (the "Credit Agreement"). The
terms defined in the Credit Agreement are used in this First Amendment as in the
Credit Agreement unless otherwise defined in this First Amendment.
The Borrowers, the Lenders and the Agents have agreed to amend
certain provisions of the Credit Agreement as hereinafter set forth.
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. The Credit
Agreement is, effective as of the date hereof and subject to the satisfaction of
the conditions precedent set forth in Section 2 hereof, hereby amended as
follows:
(1) The definition of "Revolving Credit Loans Permitted
Overadvance (During the Month)" is amended by adding the following at the end of
such definition:
"Notwithstanding the foregoing, the amount specified
for each day during the month of May, 1997 other than the last
day of such month is $5,500,000.
Notwithstanding the foregoing, the amount specified
for each day during the month of June,
2
1997 other than the last day of such month is $10,000,000."
(2) The definition of "Revolving Credit Loans Permitted
Overadvance (Month End)" is amended by adding the following at the end of such
definition:
"Notwithstanding the foregoing, the amount
specified for the end of the month of May, 1997 is
$5,500,000."
SECTION 2. CONDITIONS OF EFFECTIVENESS TO THIS FIRST
AMENDMENT. This First Amendment shall become effective on the date on which the
Borrowers, the Lenders and the Agents shall each have executed and delivered
this First Amendment.
SECTION 3. REFERENCE TO AND EFFECT ON THE FACILITY DOCUMENTS.
Upon the effectiveness of Section 1 hereof, on and after the date hereof each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import, and each reference in the other Facility
Documents to the Credit Agreement, shall mean and be a reference to the Credit
Agreement as amended hereby.
Except as specifically amended above, the Credit Agreement and
all other Facility Documents shall remain in full force and effect and are
hereby ratified and confirmed.
The execution, delivery and effectiveness of this First
Amendment shall not operate as a waiver of any right, power or remedy of any
Lender or Agent under any of the Facility Documents, nor constitute a waiver of
any provision of the Facility Documents.
SECTION 4. COSTS AND EXPENSES. The Borrowers agree to pay the
Agent, the Servicing Agent, and the Lenders on demand all costs, expenses and
charges, in connection with the preparation, reproduction, execution, delivery,
filing, recording and administration of this First Amendment and any other
instruments and documents to be delivered hereunder, including, without
limitation, the fees and out-of-pocket expenses of counsel for the Agent, the
Servicing Agent, and each Lender with respect thereto and with respect to
advising the Agent, the Servicing Agent, and each Lender as to its rights and
responsibilities under such documents, and all costs and expenses, if any, in
connection with the enforcement of any such documents.
SECTION 5. GOVERNING LAW. This First Amendment shall be
governed by and construed in accordance with the laws of the State of New York.
2
3
SECTION 6. HEADINGS. Section headings in this First
Amendment are included herein for convenience of reference only and shall not
constitute a part of this First Amendment for any other purpose.
SECTION 7. COUNTERPARTS. This First Amendment may be executed
in any number of counterparts, all of which taken together shall constitute one
and the same instrument, and any party hereto may execute this First Amendment
by signing any such counterpart.
[INTENTIONALLY LEFT BLANK.]
3
4
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed as of the day and year first above written.
BISCAYNE APPAREL, INC.
By /s/ Xxxxx Xxxxxxxxxx Xx.
--------------------------------
Name: Xxxxx Xxxxxxxxxx Xx.
Title: Executive Vice President
BISCAYNE APPAREL INTERNATIONAL,
INC.
By /s/ Xxxxx Xxxxxxxxxx Xx.
--------------------------------
Name: Xxxxx Xxxxxxxxxx Xx.
Title: President
MACKINTOSH OF NEW ENGLAND CO.
By /s/ Xxxxx Xxxxxxxxxx Xx.
--------------------------------
Name: Xxxxx Xxxxxxxxxx Xx.
Title: President
M & L INTERNATIONAL, INC.
By /s/ Xxxxx Xxxxxxxxxx Xx.
--------------------------------
Name: Xxxxx Xxxxxxxxxx Xx.
Title: Vice President
THE CHASE MANHATTAN BANK, as Lender
By
--------------------------------
Name:
Title:
XXXXXXX FACTORS, INC., as Lender
By
--------------------------------
Name:
Title:
4
5
BISCAYNE APPAREL, INC.
By
--------------------------------
Name: Xxxxx Xxxxxxxxxx Xx.
Title: Executive Vice President
BISCAYNE APPAREL INTERNATIONAL,
INC.
By
--------------------------------
Name: Xxxxx Xxxxxxxxxx Xx.
Title: President
MACKINTOSH OF NEW ENGLAND CO.
By
--------------------------------
Name: Xxxxx Xxxxxxxxxx Xx.
Title: President
M & L INTERNATIONAL, INC.
By
--------------------------------
Name: Xxxxx Xxxxxxxxxx Xx.
Title: Vice President
THE CHASE MANHATTAN BANK, as Lender
By /s/
--------------------------------
Name:
Title:
XXXXXXX FACTORS, INC., as Lender
By
--------------------------------
Name:
Title:
5
6
BISCAYNE APPAREL, INC.
By
--------------------------------
Name: Xxxxx Xxxxxxxxxx Xx.
Title: Executive Vice President
BISCAYNE APPAREL INTERNATIONAL,
INC.
By
--------------------------------
Name: Xxxxx Xxxxxxxxxx Xx.
Title: President
MACKINTOSH OF NEW ENGLAND CO.
By
--------------------------------
Name: Xxxxx Xxxxxxxxxx Xx.
Title: President
M & L INTERNATIONAL, INC.
By
--------------------------------
Name: Xxxxx Xxxxxxxxxx Xx.
Title: Vice President
THE CHASE MANHATTAN BANK, as Lender
By
--------------------------------
Name:
Title:
XXXXXXX FACTORS, INC., as Lender
By /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
6
7
CORESTATES BANK, N.A., as Lender
By /s/ Xxxx X. Guntes
--------------------------------
Name: Xxxx X. Guntes
Title: Assistant Vice President
BANKBOSTON, N.A. (formerly known as
The First National Bank of Boston)
as Lender
By
--------------------------------
Name:
Title:
FLEET BANK, N.A., as Lender
By
--------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, as Agent
By
--------------------------------
Name:
Title:
XXXXXXX FACTORS, INC., as
Servicing Agent
By
--------------------------------
Name:
Title:
7
8
CORESTATES BANK, N.A., as Lender
By
--------------------------------
Name:
Title:
BANKBOSTON, N.A. (formerly known as
The First National Bank of Boston)
as Lender
By /s/ Xxxxx X. Eusion
--------------------------------
Name: Xxxxx X. Eusion
Title: Director
FLEET BANK, N.A., as Lender
By
--------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, as Agent
By
--------------------------------
Name:
Title:
XXXXXXX FACTORS, INC., as
Servicing Agent
By
--------------------------------
Name:
Title:
8
9
CORESTATES BANK, N.A., as Lender
By
--------------------------------
Name:
Title:
BANKBOSTON, N.A. (formerly known as
The First National Bank of Boston)
as Lender
By
--------------------------------
Name: Xxxxx X. Eusion
Title: Director
FLEET BANK, N.A., as Lender
By /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK, as Agent
By
--------------------------------
Name:
Title:
XXXXXXX FACTORS, INC., as
Servicing Agent
By
--------------------------------
Name:
Title:
9
10
CORESTATES BANK, N.A., as Lender
By
--------------------------------
Name:
Title:
BANKBOSTON, N.A. (formerly known as
The First National Bank of Boston)
as Lender
By
--------------------------------
Name:
Title:
FLEET BANK, N.A., as Lender
By
--------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, as Agent
By /s/
--------------------------------
Name:
Title:
XXXXXXX FACTORS, INC., as
Servicing Agent
By
--------------------------------
Name:
Title:
10
11
CORESTATES BANK, N.A., as Lender
By
--------------------------------
Name:
Title:
BANKBOSTON, N.A. (formerly known as
The First National Bank of Boston)
as Lender
By
--------------------------------
Name:
Title:
FLEET BANK, N.A., as Lender
By
--------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, as Agent
By /s/
--------------------------------
Name:
Title:
XXXXXXX FACTORS, INC., as
Servicing Agent
By /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
11
