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FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "First Amendment") dated
as of May 21, 1999, is to that Credit Agreement dated as of October 14, 1998
(as amended and modified from time to time, the "Credit Agreement"; terms
used but not otherwise defined herein shall have the meanings provided in the
Credit Agreement), by and among XXX RIVER INC., a Georgia corporation (the
"Borrower"), the Guarantors identified therein, the several banks and other
financial institutions identified therein (the "Lenders"), FIRST UNION
NATIONAL BANK, as administrative agent for the Lenders thereunder (in such
capacity, the "Administrative Agent"), THE FIRST NATIONAL BANK OF CHICAGO, as
syndication agent for the Lenders thereunder (in such capacity, the
"Syndication Agent"), and WACHOVIA BANK, N.A., as documentation agent for the
Lenders thereunder (in such capacity, the "Documentation Agent").
W I T N E S S E T H:
WHEREAS, the Lenders have established a $275,000,000 secured credit
facility for the benefit of the Borrower pursuant to the terms of the Credit
Agreement;
WHEREAS, the Borrower wishes to amend the Credit Agreement to modify
certain provisions contained therein;
WHEREAS, the Required Lenders have agreed to the requested amendment on
the terms and conditions hereinafter set forth;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
A. The definition of "Specified Sales" appearing in Section 1.1 of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:
"Specified Sales" shall mean (a) the sale, transfer, lease or other
disposition of inventory and materials in the ordinary course of
business, (b) the sale, transfer or other disposition of Permitted
Investments described in clause (i) of the definition thereof and (c)
the sale of accounts receivable due from Xxxxxxxxxx Xxxx for the purpose
of managing credit risk.
B. Except as modified hereby, all of the terms and provisions of the
Credit Agreement (and Exhibits) remain in full force and effect.
C. The Borrower hereby represents and warrants that (a) the
representations and warranties contained in Article III of the Credit
Agreement, as amended hereby are correct in all material respects 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 and (b) no Default or Event of
Default exists under the Credit Agreement on and as of the date hereof and
after giving effect to the amendments contained herein.
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D. This First Amendment may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed an original and
it shall not be necessary in making proof of this First Amendment to produce
or account for more than one such counterpart.
E. This First Amendment and the Credit Agreement, as amended hereby,
shall be deemed to be contracts made under, and for all purposes shall be
construed in accordance with the laws of the State of North Carolina.
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this First Amendment to be duly executed and delivered as of the date and
year first above written.
BORROWER: XXX RIVER INC.,
a Georgia corporation
By:_________________________
Name:_______________________
Title:_______________________
GUARANTORS: THE XXXX COMPANY,
a Delaware corporation
By:_________________________
Name:_______________________
Title:_______________________
XXX RIVER FACTORY STORES, INC.,
a Georgia corporation
By:_________________________
Name:_______________________
Title:_______________________
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AGENTS AND LENDERS: FIRST UNION NATIONAL BANK,
as Administrative Agent and as a Lender
By:_________________________
Name:_______________________
Title:_______________________
THE FIRST NATIONAL BANK OF CHICAGO,
as Syndication Agent and as a Lender
By:_________________________
Name:_______________________
Title:_______________________
WACHOVIA BANK, N.A.,
as Documentation Agent and as a Lender
By:__________________________
Name:________________________
Title:________________________
LENDERS: SUNTRUST BANK, N.A.
By:__________________________
Name:________________________
Title:________________________
THE BANK OF NOVA SCOTIA
By:___________________________
Name:_________________________
Title:_________________________
COMERICA BANK
By:___________________________
Name:_________________________
Title:_________________________
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COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A. "RABOBANK
NEDERLAND", NEW YORK BRANCH
By:___________________________
Name:_________________________
Title:_________________________
PNC BANK, N.A.
By:___________________________
Name:_________________________
Title:_________________________
CENTURA BANK
By:___________________________
Name:_________________________
Title:_________________________
CREDIT LYONNAIS ATLANTA AGENCY
By:___________________________
Name:_________________________
Title:_________________________
FLEET BANK, N.A.
By:___________________________
Name:_________________________
Title:_________________________
ABN AMRO BANK N.V.
By:___________________________
Name:_________________________
Title:_________________________
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By:___________________________
Name:_________________________
Title:_________________________
THE BANK OF NEW YORK
By:___________________________
Name:_________________________
Title:_________________________
NATIONAL BANK OF CANADA
By:___________________________
Name:_________________________
Title:_________________________
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED
By:____________________________
Name:__________________________
Title:__________________________
SOUTHTRUST BANK, N.A.
By:____________________________
Name:__________________________
Title:__________________________
NATIONAL CITY BANK OF KENTUCKY
By:____________________________
Name:__________________________
Title:__________________________
