EXHIBIT 4.1
-----------
AMENDMENT
---------
AMENDMENT (this "Amendment"), dated as of March 27, 2000,
among HCI DIRECT, INC. (formerly known as Hosiery Corporation of America, Inc.)
a Delaware corporation (the "Borrower"), the lending institutions party to the
Credit Agreement referred to below (the "Banks") and BANKERS TRUST COMPANY, as
Agent (in such capacity, the "Agent"). Unless otherwise indicated, all
capitalized terms used herein and not otherwise defined shall have the
respective meanings provided such terms in the Credit Agreement referred to
below.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower, the Banks and the Agent are parties to
a Credit Agreement, dated as of October 17, 1994 and amended and restated as of
November 20, 1997 (as amended, amended and restated, modified and/or
supplemented through but not included the Amendment Effective Date referred to
below, the "Credit Agreement"); and
WHEREAS, subject to an on the terms and conditions set forth
herein, the parties hereto wish to amend the Credit Agreement, as provided
below;
NOW, THEREFORE, it is agreed:
I. Amendments to Credit Agreement.
---------------------------------------
1. Section 8.11 of the Credit Agreement is hereby amended by deleting
the table appearing in said Section in its entirety and inserting in lieu of
thereof the following new table:
"Fiscal Quarter Ratio
--------------- ---------
Fiscal quarter ended in March, 2000 0.60 to 1
Fiscal quarter ended in June, 2000 0.80 to 1
Fiscal quarter ended in September, 2000 0.85 to 1
Each fiscal quarter ended thereafter 1.15 to 1
2. Section 8.12 of the Credit Agreement is hereby amended by deleting
the table appearing in said Section in its entirety and inserting in lieu of
thereof the following new table:
"Fiscal Quarter Amount
--------------- -----------
Fiscal quarter ended in March, 2000 $16,000,000
Fiscal quarter ended in June, 2000 $22,500,000
Fiscal quarter ended in September, 2000 $24,500,000
Each fiscal quarter ended in December, 2000 $42,000,000
Fiscal quarter ended in March, 2001 $38,000,000
Fiscal quarter ended in June, 2001 $45,000,000
Fiscal quarter ended in September, 2001 $45,000,000
Each fiscal quarter ended in December, 2001 $50,000,000
3. Section 8.13 of the Credit Agreement is hereby amended by deleting
the table appearing in said Section in its entirety and inserting in lieu of
thereof the following new table:
"Fiscal Quarter Ratio
--------------- ---------
Fiscal quarter ended in March, 2000 4.50 to 1
Fiscal quarter ended in June, 2000 3.25 to 1
Fiscal quarter ended in September, 2000 3.00 to 1
Each fiscal quarter ended in December, 2000 2.00 to 1
4. Section 10 of the Credit Agreement is hereby amended by
increasing each of the percentages specified in the definitions of Applicable
Base Rate Margin and Applicable Eurodollar Margin by 0.50%
5. The definition of "IRF Maturity Date" appearing in Section 10 of the
Credit Agreement is hereby amended by deleting the text "March 31, 2000" and
inserting "February 1, 2002" in lieu thereof.
II. Miscellaneous.
----------------------
1. In order to induce the Banks to enter into this Amendment, the
Borrower hereby (i) makes each of the representations, warranties and agreements
contained in Section 6 of the Credit Agreement and (ii) represents and warrants
that there exists no Default or Event of Default, in each case on the amendment
Effective Date, both before and after giving effect to this Amendment.
2. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
3. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Agent.
4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OR THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
5. This Amendment shall become effective on the date (the "Amendment
Effective Date") when (i) each of the Borrower, the Required Banks and each Bank
with an Incremental Revolving Commitment shall have signed a counterpart hereof
(whether the same or different counterparts) and shall have delivered (including
by way of facsimile transmission) the same to White & Case LLP, 0000 Xxxxxx xx
xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxx (facsimile number
212-354-8113) and (ii) the Borrower shall have paid to the Agent for
distribution to each Bank that has executed a counterpart hereof on or prior to
5:00 P.M. (New York time) on March 27,2000 an amendment fee equal to 0.125% of
the sum of (x) its Revolving commitment, if any, as in effect immediately prior
to the amendment Effective Date plus (y) the aggregate outstanding principal
amount of its Term Loans, if any, immediately prior to the Amendment Effective
Date plus (z) its Incremental Revolving Commitment, if any, as in effect on the
Amendment Effective Date.
6. From and after the Amendment Effective Date, all references to the
Credit Agreement in the Credit Agreement and the other Credit Documents shall be
deemed to be references to the Credit Agreement as modified hereby.
* * *
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
HCI DIRECT, INC.
By:_________________________
Name:
Title:
BANKERS TRUST COMPANY,
Individually and as Agent
By:_________________________
Name:
Title:
BANK POLSKA KASA OPIEKI, S.A.
By:_________________________
Name:
Title:
EUROPEAN AMERICAN BANK
By:_________________________
Name:
Title:
FIRST UNION NATIONAL BANK
By:_________________________
Name:
Title:
NATIONAL WESTMINSTER BANK PLC
NEW YORK and/or NASSAU BRANCH
By:_________________________
Name:
Title:
BANK OF AMERICA, N.A.
(formerly, NationsBank, N.A.)
By:_________________________
Name:
Title:
