EXHIBIT 10.10
X. Xxxxx, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Dated as of February 24, 1998
Fleet National Bank
Xxx Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
BankBoston, N.A.
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx, 00000
Re: First Amendment to The Casual Male Credit Agreement
Ladies and Gentlemen:
Reference is made to the Credit Agreement, dated as of May 30, 1997 (as
amended, supplemented, modified or restated and in effect from time, the "Credit
Agreement"), by and among (a) THE CASUAL MALE, INC. ("Casual Male"), TCM HOLDING
CO., INC. ("TCM"), WGS CORP. ("WGS") and TCMB&T, INC. ("TCMB&T" and, together
with Casual Male, TCM and WGS, collectively, the "Borrowers" and each,
singularly, a "Borrower"), (b) X. XXXXX, INC. (the "Guarantor"), and (c) FLEET
NATIONAL BANK ("Fleet"), BANKBOSTON, N.A. ("BankBoston") and the other lending
institutions from time to time party thereto (collectively, the "Lenders"),
Fleet as Administrative Agent for itself and the other Lenders (in such
capacity, the "Administrative Agent") and BankBoston as Documentation Agent for
itself and the other Lenders (in such capacity, the "Documentation Agent", and
together with the Administrative Agent, collectively, the "Agents").
Capitalized terms used and not otherwise defined in this letter
agreement (this "Amendment Agreement") shall have the meanings assigned to such
terms in the Credit Agreement.
The Borrowers and the Guarantor desire to amend the defined term
"Majority Lenders" contained in the Credit Agreement The Lenders and the Agents
have advised the Borrowers and the Guarantor that they are prepared to so amend
the Credit Agreement, subject to the satisfaction of the conditions precedent
and in reliance upon the representations and warranties of the Obligors set
forth herein.
Accordingly, the Borrowers and the Lenders hereby agree as follows:
Section 1. Amendments to the Credit Agreement. As of the Amendment Date
(as defined in Section 2 below), the Credit Agreement shall be amended by
amending and restating the following defined term that appears therein to read
as follows:
"Majority Lenders. As of any date, the Lenders holding at
least sixty-six and two-thirds percent (66 2/3%) of the outstanding
principal amount of the Notes on such date; and if no such principal is
outstanding, the Lenders whose aggregate Commitments constitute at
least sixty-six and two-thirds percent (66 2/3%) of the Total
Commitment."
Section 2. Conditions to Effectiveness. This Amendment Agreement shall
become effective (the date of such effectiveness being referred to hereinafter
as the "Amendment Date") on the date on which each of the following conditions
precedent is satisfied:
(a) the Administrative Agent shall have received copies of this
Amendment Agreement bearing the signature of each of the
Borrowers, the Guarantor and all of the Lenders;
(b) the representations and warranties of the Obligors set forth in Section 3
below, shall be true and correct in every respect; and
(c) the Administrative Agent shall receive such other documents
and writings as the Administrative Agent may reasonably
determine necessary to effect the transactions contemplated
hereby.
Section 3. Representations and Warranties. By its signature hereto,
each of the Obligors, jointly and severally, represents and warrants to the
Lenders and the Agents that, as of the date hereof and after giving effect to
the amendments to the Credit Agreement contemplated in Section 1 above:
(a) This Amendment Agreement has been duly executed and delivered
by each of the Obligors. The agreements and obligations of the
Obligors contained herein constitute legal, valid and binding
obligations of each such Person enforceable against such
Person in accordance with their respective terms.
(b) The execution, delivery and performance by the Obligors of
this Amendment Agreement and the transactions contemplated
hereby are within the corporate authority of each such Person,
have been duly authorized by proper corporate proceedings, do
not and will not contravene any contractual obligation of such
Person or any applicable law, and do not and will not result
in or require the creation or imposition of any Lien on any
property of such Person, other than Liens in favor of the
Administrative Agent on behalf of the Lenders.
Section 4. Continued Validity of Loan Documents. Except for the
amendment of the Credit Agreement pursuant to Section 1 hereof, this Amendment
Agreement shall not, by implication or otherwise, limit, impair, constitute a
waiver of or otherwise affect any rights or remedies of any of the Lenders or
the Agents under the Credit Agreement or the other Loan Documents, nor alter,
modify, amend or in any way affect any of the obligations or covenants contained
in the Credit Agreement or any of the other Loan Documents, all of which are
ratified and confirmed in all respects and shall continue in full force and
effect.
Section 5. Consent of Obligors. Each of the Obligors acknowledges and
consents to the execution and delivery of this Amendment Agreement on the terms
specified herein and the performance by each such Person of its respective
obligations hereunder, under the Credit Agreement (as amended hereby) and the
other Loan Documents. Each Obligor, by signing this Amendment Agreement,
confirms and agrees with the Lenders and the Agents that (a) all of its
obligations under the relevant Security Documents shall remain in full force and
effect and are hereby ratified and confirmed, and (b) its grant (as the case may
be) to the Lenders and the Agents of a security interest under the Security
Documents to which it is a party shall remain in full force and effect and is
hereby ratified and confirmed.
Section 6. Loan Documents. From and after the date hereof, this
Amendment Agreement shall be deemed a Loan Document for all purposes of the
Credit Agreement, and each reference to Loan Documents in the Credit Agreement
shall be deemed to include this Amendment Agreement.
Section 7. Reference to Documents. When referring to any documents
herein, any such reference is to such document as it may be amended, restated,
modified or supplemented, except as otherwise expressly indicated herein.
Section 8. APPLICABLE LAW. THIS AMENDMENT IS INTENDED TO TAKE EFFECT AS
A SEALED INSTRUMENT AND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.
Section 9. Counterparts. This Amendment Agreement may be executed in
any number of counterparts, each of which shall constitute an original but all
of which when taken together shall constitute but one agreement. Delivery of an
executed counterpart of a signature page by facsimile transmission shall be
effective as delivery of a manually executed counterpart of this Amendment
Agreement.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be duly executed and delivered as of the day and year first above
written.
THE CASUAL MALE, INC.
By /s/Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Executive Vice President
TCM HOLDING CO., INC.
By /s/Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Executive Vice President
WGS CORP.
By /s/Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Executive Vice President
TCMB&T, INC.
By /s/Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Executive Vice President
X. XXXXX, INC.
By /s/Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Executive Vice President
ACKNOWLEDGED AND AGREED TO:
FLEET NATIONAL BANK,
individually and as Administrative Agent
By /s/Xxxxxxxxxxx X. Xxxxx
Name:
Title: AVP
BANKBOSTON, N.A.
individually and as Documentation Agent
By /s/Xxxxx X. Xxxxxx
Name:
Title: Managing Director
THE CHASE MANHATTAN BANK
By /s/Xxxxx X. Xxxxx
Name:
Title: SVP
IMPERIAL BANK
By /s/Xxxxx X. Xxxxxxx, Xx.
Name:
Title: First VP
USTRUST
By /s/P. Xxxxxxx Xxxx
Name:
Title:XX
XXXXXXXXXX BANK AND TRUST COMPANY
By /s/Xxx X. Xxxxxx
Name:
Title: President
BANK POLSKA KASA OPIEKI, S.A.
By /s/Xxxxxx Xxxxxx
Name:
Title: Vice President
