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EXHIBIT 10
EXECUTION COPY
AMENDMENT NO. 3
to
Amended and Restated
Loan and Security Agreement
dated as of December 20, 1996
AMENDMENT NO. 3 entered into as of July 31, 1997 among RIDGEVIEW,
INC., a North Carolina corporation (for itself and as successor by merger to
InterKnit, Inc., an Alabama corporation), SENECA KNITTING ▇▇▇▇▇ CORPORATION, a
New York corporation (collectively, the "Borrowers"), and NATIONSBANK, N.A.
(f/k/a NationsBank, N.A. (South)), a national banking association (the
"Lender").
Preliminary Statement
The Borrowers and the Lender are parties to that certain Amended and
Restated Loan and Security Agreement dated as of December 20, 1996, as amended
by Amendment No.1 dated as of January 31, 1997 and as further amended by
Amendment No.2 dated as of March 13, 1997 (the "Loan Agreement"; terms defined
therein, unless otherwise defined herein, being used herein as therein defined).
The Borrower has requested an increase in the amount of the Revolving
Credit Loan, the extension of a separate capital expenditures credit line, an
increase in the Letter of Credit Facility (which is currently zero),
modifications to the financial reporting requirements set forth in the Loan
Agreement and certain conforming changes to other provisions of the Loan
Agreement, and the Lender has agreed to such request, upon and subject to all of
the terms, conditions and provisions hereinafter set forth.
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 2, the Loan Agreement is hereby amended:
(a) by amending the provisions of Section 1.1 Definitions as follows:
(i) by adding the following definitions, to read in their
entirety as follows:
"Amendment No.3 Effective Date" means the date on which
Amendment No.3 dated as of July 31, 1997 to this Agreement
became effective in accordance with its terms.
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"CAPEX Loan" means each loan made to the Borrowers under the
CAPEX Loan Facility pursuant to SECTION 2C, and all such loans
collectively.
"CAPEX Loan Facility" means the credit facility providing for
CAPEX Loans up to an aggregate original principal amount not
to exceed the principal sum of $2,500,000.
"CAPEX Lock-in Date" means December 31, 1997.
"CAPEX Note" means the Note made by the Borrowers payable to
the order of the Lender evidencing the joint and several
obligation of the Borrowers to pay the aggregate unpaid
principal amount of all CAPEX Loans made to them by the Lender
(and any promissory note or notes that may be issued from time
to time in substitution, renewal, extension, replacement or
exchange therefor, whether payable to the Lender or a
different lender, whether issued in connection with a Person
becoming a lender after the Effective Date or otherwise),
substantially in the form of EXHIBIT A-3 hereto, with all
blanks properly completed.
"Hard Cost Capital Expenditures" means Capital Expenditures
made for the acquisition of fixed assets, including Equipment
used in connection with the applicable Borrower's business,
exclusive of costs for delivery, installation, consultation
and similar "soft costs".
(ii) by amending the definition "Applicable Margin" in its
entirety to read as follows:
"Applicable Margin" means, (a) as to Prime Rate Loans during
the period from the Effective Date to and including December
31, 1996, the margin over the Prime Rate in effect under the
Existing Revolving Agreement on the date immediately preceding
the Effective Date, and (b) as to Eurodollar Rate Loans
effective on the Effective Date and as to Prime Rate Loans
effective on January 1, 1997, the rate per annum set forth
opposite the applicable ratio of total Liabilities to Tangible
Net Worth (calculated in accordance with the provisions of
SECTION 10.1(A)(I)) as of the last day of the fiscal quarter
of the Borrowers ending nearest October 31, 1996 as reflected
in the financial statements of the Borrowers delivered to the
Lender pursuant to SECTION 9.1(B), and thereafter effective as
of the first day of the month following the month in which
timely delivery of quarterly financial statements is made, the
Applicable Margin shall be equal to the rate per annum set
forth opposite the applicable ratio:
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Ratio Applicable Margin
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Prime Rate Loans Eurodollar Rate Loans
---------------- ---------------------
less than or equal 0% 2.00%
to 2.0 to 1
greater than 2.0 0.25% 2.37%
to 1 but less than
or equal to 2.5 to 1
greater than 2.5 0.50% 2.75%
to 1 but less than
or equal to 3.0 to 1
greater than 3.0 0.75% 3.00%
to 1 but less than
or equal to 3.5 to 1
greater than 3.5 to 1 1.00% 3.25%
In the event that the applicable financial statements of the
Borrowers have not been timely delivered in accordance with
SECTION 9.1(B) and, therefore, the applicable ratio cannot be
determined, the Applicable Margin for the three-month period
beginning on the first day of the month following the month in
which such financial statements should have been delivered
shall be equal to the sum of the then effective Applicable
Margin and the Default Rate.
(iii) deleting from the definition "Letter of Credit Facility"
the figure "$0" and substituting therefor the figure "$250,000";
(iv) by amending the definition "Loan" by inserting after the
phrase "any Revolving Credit Loan" appearing therein, the phrase ",
CAPEX Loan"; and
(v) by amending the definition "Revolving Credit Facility" by
deleting the figure "$14,000,000" appearing therein and substituting
therefor the figure "$18,000,000";
(b) by amending Section 2B.4(b) Mandatory Prepayment in its entirety to
read as follows:
(b) Mandatory Prepayment. (i) Any and all amounts received by
a Borrower as proceeds from the sale of any Equipment or Real Estate to
the extent such proceeds exceed (i) $5,000 in the case of any single
item of Equipment or parcel of Real Estate, or (ii)
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$25,000 in the aggregate for all such Equipment and Real Estate sold
during any twelve-month period shall be paid, immediately upon receipt
by the applicable Borrower to the Lender and shall be applied to the
principal installments of the Term Loan in the inverse order of their
maturities, with any balance remaining after prepayment in full of the
Term Loan to be applied to repay any amounts due under the CAPEX Loan.
The Borrowers shall also be obligated to prepay the Term Loan in full
together with accrued and unpaid interest thereon upon any termination
of this Agreement pursuant to SECTION 3.5 or otherwise or upon any
acceleration of the Term Loan pursuant to ARTICLE 11.
(c) by amending Section 7.14 Information and Reports by amending
subsections (a) and (d) thereof in their entireties to read, respectively, as
follows:
(a) Schedule of Receivables. The Borrowers shall
deliver to the Lender not later than the 15th day of each
month, a Schedule of Receivables for each Borrower as of the
last day of the preceding accounting month of the Borrowers,
setting forth (i) a detailed aged trial balance of all of such
Borrower's Receivables, specifying the name of and the balance
due from (and any rebate due to) each Account Debtor obligated
on a Receivable so listed and (ii) a reconciliation to the
Borrowing Base Certificate as of the same date and to the
Schedule of Receivables delivered in respect of the next
preceding month.
. . . .
(d) Borrowing Base Certificate. The Borrowers shall
deliver to the Lender not later than the 15th day of each
month, a Borrowing Base Certificate prepared as of the close
of business on the last day of the preceding accounting month
of the Borrowers.
(d) by amending Section 9.1 Financial Statements in its entirety to
read as follows:
Section 9.1 Financial Statements.
(a) Audited Year-End Statements. As soon as
available, but in any event within 90 days after the end of
each fiscal year, copies of the consolidated and consolidating
balance sheet of Ridgeview and its consolidated Subsidiaries
as at the end of such fiscal year and the related statements
of income, shareholders' equity and cash flow for such fiscal
year, in each case setting forth in comparative form the
figures for the previous fiscal year and reported on, without
qualification, by ▇▇▇▇▇▇▇▇ Company or other independent
certified public accountants selected by the Borrowers and
acceptable to the Lender.
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(b) Monthly Financial Statements. As soon as
available, but in any event within 30 days after the end of
each accounting month of the Borrowers (other than any such
month that is the final month of a fiscal quarter of the
Borrowers), copies of (i) the unaudited balance sheet of each
of Ridgeview, Seneca and Interknit as at the end of such
accounting month and the related unaudited income statement
for each Borrower for such accounting month and for the
portion of the accounting year of the Borrowers through such
accounting month, certified by the chief financial officer of
Ridgeview to the best of his knowledge as presenting fairly
the financial condition and results of operations of
Ridgeview, Seneca and Interknit, respectively, as at the date
thereof and for the periods ended on such date, subject to
normal year end adjustments, and (ii) the unaudited balance
sheet of Ridgeview, Ltd. as at the end of each such month and
the related unaudited income statement for Ridgeview, Ltd. for
such month and for the portion of the fiscal year of
Ridgeview, Ltd. through such month, certified by the chief
financial officer of Ridgeview to the best of his knowledge as
presenting fairly the financial condition and results of
operations of Ridgeview, Ltd. as at the date thereof and for
the periods ended on such date, subject to normal year end
adjustments.
(c) Quarterly Financial Statements. As soon as
available, but in any event within 45 days after the end of
each fiscal quarter of the Borrowers, (i) copies of the
consolidated and consolidating unaudited balance sheet of
Ridgeview and its consolidated domestic Subsidiaries as at the
end of such fiscal quarter and the related unaudited
consolidating and consolidated income statements and
statements of cash flow of Ridgeview and its consolidated
domestic Subsidiaries for the portion of the accounting year
of the Borrowers through such fiscal quarter, certified by the
chief financial officer of Ridgeview to the best of his
knowledge as presenting fairly the financial condition and
results of operations of Ridgeview and its consolidated
domestic Subsidiaries as at the date thereof and for the
periods ended on such date, subject to normal year end
adjustments, and (ii) the unaudited balance sheet of
Ridgeview, Ltd. as at the end of such fiscal quarter and the
related unaudited income statement for Ridgeview, Ltd. for the
portion of the fiscal year of Ridgeview, Ltd. through such
fiscal quarter, certified by the chief financial officer of
Ridgeview to the best of his knowledge as presenting fairly
the financial condition and results of operations of
Ridgeview, Ltd. as at the date thereof and for the periods
ended on such date, subject to normal year end adjustments.
All such financial statements shall be complete and correct in
all material respects and prepared in accordance with GAAP
(except, with respect to interim financial statements, for the
omission of notes) applied consistently throughout the periods
reflected therein. Notwithstanding the foregoing, if at any
time the excess of the
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Borrowing Base over the aggregate outstanding principal amount
of Revolving Credit Loans is less than $2,000,000, the Lender
shall have the absolute right to require, and upon such
request the Borrowers shall provide, monthly consolidating and
consolidated financial statements for Ridgeview and its
consolidated Subsidiaries and an appropriate officer's
certificate substantially in the form of EXHIBIT E hereto,
properly completed.
(e) by amending Section 9.3 Officer's Certificate by deleting therefrom
the reference to "Section 9.1(a) and (b)" and substituting therefor a reference
to "Sections 9.1(a) and (c)"; and
(f) by amending Section 9.4 Copies of Other Reports by redesignating
subsections (a), (b) and (c) thereof as subsections (b), (c) and (d) and adding
thereto a new subsection (a) to read as follows:
(a) Immediately after delivery thereof to the
Securities and Exchange Commission (the "SEC"), copies of all
reports on Forms ▇▇-▇, ▇▇-▇, ▇-▇ and any other reports,
delivered by the Borrowers (or any of them) to the SEC.
(g) by amending Section 10.5 Capital Expenditures in its entirety to
read as follows:
Section 10.5 Capital Expenditures. Make or incur any Capital
Expenditures, except that Ridgeview and its Subsidiaries may make or
incur Capital Expenditures in Fiscal Year 1997 in an amount not to
exceed, in the aggregate, $4,100,000, and in any subsequent Fiscal Year
in an amount not to exceed, in the aggregate, $1,000,000.
(h) by adding Section 2C. CAPEX LOAN FACILITY to read in its entirety
as follows:
C. CAPEX LOAN FACILITY
Section 2C.1 CAPEX Loan. Upon the terms and subject to the
conditions of, and in reliance upon the representations and warranties
made under this Agreement, the Lender shall make one or more CAPEX
Loans to the Borrowers as requested by the Borrowers in accordance with
the terms of SECTION 2C.2, from the Amendment No.3 Effective Date until
the CAPEX Lock-in Date, each in an original principal amount which,
when added to all CAPEX Loans previously made hereunder, does not
exceed eighty percent (80%) of the aggregate Hard Cost Capital
Expenditures incurred during the period beginning on the Amendment No.3
Effective Date and ending on the date of the relevant CAPEX Loan,
PROVIDED that the aggregate original principal amount of all CAPEX
Loans shall not exceed the amount of the CAPEX Loan Facility.
Section 2C.2 Manner of Borrowing CAPEX Loans. (a) Subject to
satisfaction of the conditions set forth in SECTION 2C.3, borrowings
under the CAPEX Loan Facility
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shall be made prior to the CAPEX Lock-in Date as Prime Rate Loans or
Floating Eurodollar Rate Loans upon notice as set forth in and subject
to the other provisions of SECTION 2A.2 applicable to borrowings of
Loans of the same Types under the Revolving Credit Facility. CAPEX
Loans outstanding on or after the CAPEX Lock-in Date may, subject to
the applicable provisions of this Agreement, be of any Type.
(b) Disbursement of Loans. The Borrowers hereby irrevocably
authorize the Lender to disburse the proceeds of each borrowing
requested pursuant to this SECTION 2C.2 in lawful money of the United
States of America in immediately available funds by credit to the
Controlled Disbursement Account or to such other account as may be
agreed upon by the Borrowers and the Lender from time to time.
Section 2C.3 Conditions Precedent to CAPEX Loans.
Notwithstanding any other provision of this Agreement to the contrary,
no CAPEX Loans will be made hereunder until the fulfillment of each of
the following conditions prior to or contemporaneously with the making
of each such Loan:
(a) The Lender shall have received each of the following, all
of which shall be satisfactory in form and substance to the Lender and
its counsel:
(i) A receipt or invoice for any Hard Cost Capital
Expenditures for which CAPEX Loan funds are disbursed to the
Borrowers; and
(ii) Evidence satisfactory to the Lender that the
Equipment (or other goods in question) to which such receipt
or invoice relates has been delivered to and is located on the
premises of a Borrower, is subject to the Security Interest
and that all actions required pursuant to ARTICLE 6 in respect
of such Equipment (or other goods in question) have been
taken; and
(b) Satisfaction of all applicable conditions set forth in
ARTICLE 4.
Section 2C.4 Repayment of CAPEX Loan. The CAPEX Loan is due
and payable, and shall be repaid in full by the Borrowers in twelve
(12) substantially equal consecutive monthly installments payable on
the first of each month beginning February 1, 1998 through and
including January 1, 1999, each in an amount equal to 1/84th of the
aggregate principal balance of the CAPEX Loans outstanding on the CAPEX
Lock-in Date, and a thirteenth and final installment in the amount of
the entire remaining principal balance payable on January 10, 1999.
Section 2C.5 CAPEX Note. The CAPEX Loan Facility and the joint
and several obligation of the Borrowers to repay such Loan shall be
evidenced by a single
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CAPEX Note payable to the order of the Lender. Such Note shall be dated
the Amendment No.3 Effective Date and be duly and validly executed and
delivered by the Borrowers.
Section 2C.6 Prepayment of CAPEX Loan.
(a) Voluntary Prepayment. The Borrowers shall have the right
at any time and from time to time, upon at least 60 days' prior written
notice to the Lender in the case of a prepayment in full and upon at
least five days' prior written notice to the Lender in the case of a
partial prepayment, to prepay the CAPEX Loan in whole or in part on any
Business Day. Each partial prepayment of the CAPEX Loan shall be in a
principal amount equal to $100,000 or any integral multiple thereof and
shall be applied to the principal installments of the CAPEX Loan in the
inverse order of their maturities. On the prepayment date, the
Borrowers shall pay interest on the amount prepaid, accrued to the
prepayment date and any amounts which may become due pursuant to
SECTION 3.10 as a result of such prepayment. Any notice of prepayment
given by the Borrowers hereunder shall be irrevocable, and the amount
to be prepaid (including accrued interest and any fees) shall be due
and payable on the date designated in the notice.
(b) Mandatory Prepayment. The Borrowers shall prepay the CAPEX
Loan in full, together with accrued and unpaid interest thereon, upon
any termination of this Agreement pursuant to SECTION 3.5 or otherwise
or upon any acceleration of the CAPEX Loan pursuant to ARTICLE 11, and
shall make any other mandatory prepayments provided for in SECTION
2B.4(b).
(f) by further amending the Loan Agreement to add Exhibit A-3 in the
form attached hereto as Annex 1.
Section 2. Effectiveness. The provisions of Section 1 shall become
effective as of the date hereof on the date (the "Amendment Effective Date") on
which the Lender shall have received each of the following, in form and
substance satisfactory to the Lender:
(a) payment by the Borrowers of the following fees, which amounts the
Borrowers hereby irrevocably authorize the Lender to charge to any account of
the Borrowers (or an individual Borrower) maintained with the Lender:
(i) a $12,500 origination fee with respect to the CAPEX Loan
Facility (as such term and other capitalized terms used hereinafter are
defined in the Loan Agreement, as amended by this Amendment),
(ii) a $5,000 fee with respect to the overadvance facility
made available to the Borrowers prior to the Amendment No.3 Effective
Date, and
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(iii) a $5,000 fee with respect to the increase in the
Revolving Credit Facility effected by this Amendment, in accordance
with terms of SECTION 3.2(f) of the Loan Agreement;
(b) counterparts of this Amendment duly executed by the Borrower,
together with the Consent and Confirmation attached hereto duly executed by the
Guarantor;
(c) a certificate of the chief operating officer or president of each
Borrower stating that, to the best of his knowledge and based on an examination
sufficient to enable him to make an informed statement:
(i) all of the representations and warranties made or deemed
to be made under the Loan Agreement are true and correct as of the
Amendment Effective Date, and
(ii) after giving effect to this Amendment, no Default or
Event of Default exists;
(d) a signed opinion of ▇▇▇▇▇▇▇▇▇, Wood & ▇▇▇▇▇▇, P.A., counsel for the
Borrower, and such local counsel as the Lender shall deem necessary and
desirable, opining as to such matters in connection with this Amendment as the
Lender or its counsel may reasonably request;
(e) documentation in a form satisfactory to Lender evidencing the
merger, effective as of June 30, 1997, of InterKnit, Inc. and Ridgeview, Inc.,
with Ridgeview, Inc. as the surviving entity; and
(f) such other documents and instruments as the Lender may reasonably
request.
Section 3. Effect of Amendment. Upon and after the effectiveness of
this Amendment as provided in Section 2 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 4. Representations and Warranties. Each Borrower hereby makes
the following representations and warranties to the Lender, which
representations and warranties shall survive the delivery of this Amendment and
the making of Loans under the Loan Agreement as amended hereby:
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(a) Organization; Power; Qualification. Each Borrower is a corporation,
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, has the corporate power and authority to own
its properties and to carry on its business as now being and hereafter proposed
to be conducted and is duly qualified and authorized to do business in each
jurisdiction in which failure to be so qualified and authorized would have a
Materially Adverse Effect.
(b) Authorization of Agreements. Each Borrower has the right and power
and has taken all necessary action to authorize it to execute, deliver and
perform this Amendment in accordance with its terms. This Amendment has been
duly executed and delivered by the duly authorized officers of each Borrower and
is a legal, valid and binding obligation of such Borrower, enforceable in
accordance with its terms.
(c) Compliance of Agreements with Laws. The execution and delivery of
this Amendment, and performance of the Loan Agreement as amended by this
Amendment in accordance with its terms, do not and will not, by the passage of
time, the giving of notice or otherwise,
(i) require any Governmental Approval or violate any
applicable law relating to such Borrower or any of its Affiliates,
(ii) conflict with, result in a breach of or constitute a
default under (1) the articles of incorporation or by-laws or any
shareholders' agreement of such Borrower, (2) any indenture, agreement
or other instrument to which such Borrower is a party or by which any
of its property may be bound or (3) any Governmental Approval relating
to such Borrower, or
(iii) result in or require the creation or imposition of any
Lien upon or with respect to any property now owned or hereafter
acquired by such Borrower other than the Security Interest.
(d) Effect of Failure to Deliver Financial Statements, Etc., Timely.
The Borrowers acknowledge that pursuant to the provisions of the Loan Agreement,
a consequence, among others, of the Borrowers' failure to deliver Collateral
reports provided in Section 7.14 of the Loan Agreement (as amended by this
Amendment) or financial statements or related certificates provided in Sections
9.1, 9.2, 9.3 and 9.4 of the Loan Agreement (as amended by this Amendment) in a
timely manner in accordance with said provisions is that the Lender may decline
to make Loans to the Borrowers at an interest rate determined with reference to
the Eurodollar Rate. The Borrowers further acknowledge that they understand that
it is the Lender's present intention to so decline to make Eurodollar Rate Loans
to the Borrowers in the event of such failure(s).
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(e) Merger. The merger, effective as of June 30, 1997, of InterKnit,
Inc. and Ridgeview, Inc. with Ridgeview, Inc. as the surviving entity, was duly
authorized by each such Person and was consummated in compliance with all
applicable laws. As a result of such merger, all assets, liabilities and
obligations formerly of InterKnit, Inc. have become assets, liabilities and
obligations of Ridgeview, Inc.
Section 5. General Provisions.
(a) Expenses. (i) The Borrowers agree to pay or reimburse on demand all
costs and expenses incurred by the Lender, including, without limitation, the
reasonable fees and disbursements of counsel, in connection with (a) the
negotiation, preparation, execution, delivery, administration, enforcement and
termination of this Amendment, the Loan Agreement and each of the other Loan
Documents, whenever the same shall be executed and delivered, including, without
limitation, the out-of-pocket costs and expenses incurred in connection with the
administration and interpretation of this Amendment, the Loan Agreement and the
other Loan Documents, (b) sums paid or obligations incurred in connection with
the payment of any amount or taking any action required of a Borrower under this
Amendment, the Loan Agreement and the other Loan Documents that such Borrower
fails to pay or take, and (c) any other obligations or expenses of the Borrowers
under Section 12.2 of the Loan Agreement.
(ii) The foregoing shall not be construed to limit any other provisions
of the Loan Documents regarding costs and expenses to be paid by the Borrowers.
The Borrowers hereby irrevocably authorize the Lender to charge to any account
of the Borrowers (or any individual Borrower) maintained with the Lender in the
amount of any costs and expenses owed by the Borrowers , as set forth in this
Section or otherwise, when such costs and expenses are due to the Lender and to
deem such amounts (but not in duplication) a request for a borrowing under the
Revolving Credit Facility pursuant to the provisions of Section 2A.2(a)(iii) of
the Loan Agreement.
(b) Governing Law. This Amendment shall be construed in accordance with
and governed by the law of the State of Georgia.
(c) 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.
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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.
RIDGEVIEW, INC.
[CORPORATE SEAL]
Attest: By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇▇▇▇▇ President
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Name: ▇▇▇▇ ▇▇▇▇▇
Title: Asst. Secretary
SENECA KNITTING ▇▇▇▇▇
CORPORATION
[CORPORATE SEAL]
Attest: By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. President
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Title: Secretary
NATIONSBANK, N.A.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Vice President
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CONSENT AND CONFIRMATION
The undersigned, GPM Corporation, as the maker of the Subsidiary
Guaranty, hereby acknowledges receipt of the foregoing Amendment No. 3 and
confirms, for the benefit of the Borrowers and the Lender, that the Subsidiary
Guaranty remains in full force and effect, in accordance with its terms, as to
Secured Obligations of the Borrower under the Loan Agreement as amended by the
said Amendment No. 3 and is hereby in all respects ratified and confirmed.
Dated: As of July 31, 1997
GPM CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President
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CAPEX NOTE
$2,500,000.00 Atlanta, Georgia
July 31, 1997
FOR VALUE RECEIVED, the undersigned, RIDGEVIEW, INC., a North Carolina
corporation ("Ridgeview", for itself and as successor by merger to InterKnit,
Inc., an Alabama corporation) and SENECA KNITTING ▇▇▇▇▇ CORPORATION, a New York
corporation (collectively, the "Borrowers"), hereby jointly and severally
unconditionally promise to pay to the order of NATIONSBANK, N.A., a national
banking association (the "Lender"), at the offices of the Lender located at ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, or at such other place within
the United States as shall be designated from time to time by the Lender, in
accordance with the terms of the Loan Agreement, as hereinafter defined, the
principal amount of TWO MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS
($2,500,000.00), or such lesser principal amount as may then constitute the
aggregate principal balance of the CAPEX Loan made by the Lender to the
Borrowers pursuant to the Loan Agreement, in lawful money of the United States
of America in federal or other immediately available funds, in such amounts and
on the dates specified in the Loan Agreement applicable from time to time in
accordance with the provisions thereof.
The Borrowers also jointly and severally unconditionally promise to pay
interest on the unpaid principal amount of this Note outstanding from time to
time for each day from the date of disbursement until such principal amount is
paid in full at the rates per annum and on the dates specified in the Loan
Agreement applicable from time to time in accordance with the provisions
thereof. Nothing contained in this Note or in the Loan Agreement shall be deemed
to establish or require the payment of a rate of interest in excess of the
maximum rate permitted by any applicable law. In the event that any rate
of interest required to be paid hereunder exceeds the maximum rate permitted by
applicable law, the provisions of the Loan Agreement relating to the payment
of interest under such circumstances shall control.
This Note is the CAPEX Note referred to in that certain Amended and
Restated Loan and Security Agreement dated as of December 20, 1996 (as amended,
modified, supplemented or restated from time to time, the "Loan Agreement";
terms defined therein being used in this Note as therein defined) between the
Borrowers and the Lender, is subject to, and entitled to, all provisions and
benefits of the Loan Documents, is secured by the Collateral and other property
as provided in the Loan Documents, is subject to optional and mandatory
prepayment in whole or in part and is subject to acceleration prior to maturity
upon the occurrence of one or more Events of Default, all as provided in the
Loan Documents.
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Presentment for payment, demand, protest and notice of demand, notice of
dishonor, notice of non-payment and all other notices are hereby waived by the
Borrowers, except to the extent expressly provided in the Loan Agreement. No
failure to exercise, and no delay in exercising, any rights hereunder on the
part of the holder hereof shall operate as a waiver of such rights.
The Borrowers hereby jointly and severally agree to pay on demand all
costs and expenses incurred in collecting the Secured Obligations hereunder
or in enforcing or attempting to enforce any of the Lender's rights hereunder,
including, but not limited to, reasonable attorneys' fees and expenses if
collected by or through an attorney, whether or not suit is filed.
The provisions of Section 12.5 of the Loan Agreement are hereby expressly
incorporated by reference herein.
This Note shall be governed by, and construed in accordance with, the laws
of the State of Georgia without giving effect to the conflict of laws
principles thereof.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the undersigned have executed this Note as of the
day and year first above written.
RIDGEVIEW, INC.
[CORPORATE SEAL]
Attest: By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------ Title: President and CEO
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Asst. Secretary
SENECA KNITTING ▇▇▇▇▇ CORPORATION
[CORPORATE SEAL]
Attest: By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------ Title: President and CEO
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Title: Secretary
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