EXHIBIT 10.21
AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT NO. 2 TO CREDIT AGREEMENT dated as of June 30, 1997 (this
"Amendment"), by and among SLM International, Inc., a Delaware corporation
("Parent"), its wholly-owned subsidiaries #1 Apparel, Inc., a Delaware
corporation, and Maska U.S., Inc., a Vermont corporation (the Parent and such
wholly-owned subsidiaries being herein referred to jointly and severally as the
"Borrowers"), the lenders (the "Lenders") named in Schedules 2.01(a) and 2.01(b)
to the Credit Agreement, as amended (as hereinafter defined) and The Chase
Manhattan Bank, as agent (in such capacity, the "Agent") for the Lenders.
WHEREAS, the Borrowers, the Lenders, and the Agent are party to the Credit
Agreement dated as of April 1, 1997 (as amended, modified or supplemented from
time to time in accordance with its terms, the "Credit Agreement");
WHEREAS, the Borrowers desire to amend Section 6.16 and Section 6.19 of the
Credit Agreement;
WHEREAS, in connection with such request, the parties to the Credit
Agreement have agreed to amend Section 6.16 and Section 6.19 of the Credit
Agreement as hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms. Unless otherwise specifically defined herein, all
capitalized terms used herein shall have the respective meanings ascribed to
such terms in the Credit Agreement.
2. Amendment to Credit Agreement. Subject to the conditions as to
effectiveness set forth in Paragraph 4 of this Amendment, the Credit Agreement
is hereby amended as follows:
(a) Section 6.16 of the Credit Agreement is hereby amended to provide in
its entirety as follows:
"SECTION 6.16. Additional Pledge and Surveys. (a) No later than July 31,
1997, pledge the stock of Sport Maska Europe S.A.R.L. to the Agent for the
ratable benefit of the Lenders by agreements in form and substance satisfactory
to the Agent.
(b) No later than July 11, 1997, deliver to the Agent surveys of each
of the premises subject to the Mortgages together with amendments
to title policies in form and substance satisfactory to the
Agent."
(a) Section 6.19 of the Credit Agreement is hereby amended to provide in
its entirety as follows:
"SECTION 6.19. Inactive Subsidiaries. (a) The Company shall cause (i)
each Inactive Subsidiary (other than Xxxxx X. International Ltd. (now known
as Xxxxxxx Industries International Limited), Maska H.K. Limited and
Xxxxxxx Industries (Hong Kong) Limited) to cease to exist (whether through
dissolution, amalgamation, merger or otherwise) no later than January 15,
1998, (ii) Xxxxx X. International Ltd. (now known as Xxxxxxx Industries
International Limited) and Xxxxxxx Industries (Hong Kong) Limited to cease
to exist (whether through dissolution, amalgamation, merger or otherwise)
as soon as practicable and (iii) #1 Apparel Canada Inc. to transfer all of
its assets and liabilities to Sport Maska Inc. and cease to exist (whether
through dissolution, amalgamation, merger or otherwise) no later than
January 15, 1998 (in each case providing the Agent with satisfactory
evidence of such cessation of existence and/or transfer, as applicable).
(b) The Company shall cause each Inactive Subsidiary (other than Maska H.K.
Limited) and #1 Apparel Canada Inc. (after it has transferred its assets
and liabilities to Sport Maska Inc.) to engage in no activities (including,
without limitation, the incurring of Liens or Indebtedness, acquiring
assets or making investments) other than those reasonably required in
connection with the cessation of its existence. The Company will cause each
Inactive Subsidiary to have no material assets or liabilities.
(c) The Company shall cause Maska H.K. Limited to engage in no activities
(including, without limitation, the incurring of Liens or Indebtedness,
acquiring assets or making investments) unless Maska H.K. Limited obtains
further consent from the Required Lenders."
3. Representations and Warranties. The Borrowers hereby represent and
warrant as of the date hereof as follows (which representations and warranties
shall survive the execution and delivery of this Amendment):
(a) Each Borrower has the power to execute, deliver and carry out the
terms and provisions of this Amendment.
(b) This Amendment has been duly executed and delivered and
constitutes the legal, valid and binding obligation of the Borrowers, and
is enforceable in accordance with its terms.
(a) No Default or Event of Default under the Credit Agreement has occurred
or is continuing.
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(a) 4. Conditions Precedent. Notwithstanding any term or provision of this
Amendment to the contrary, Paragraph 2 hereof shall not become effective until
the Agent shall have determined that each of the following conditions precedent
shall have been satisfied:
(a) All required corporate actions in connection with the execution
and delivery of this Amendment shall have been taken, and each shall be
satisfactory in form and substance to the Agent, and the Agent shall have
received all information and copies of all documents, including, without
limitation, records of requisite corporate action that the Agent may
reasonably request, to be certified by the appropriate corporate person or
government authorities.
(b) All representations and warranties made by the Borrowers in
Paragraph 3 hereof shall be true and correct in all material respects on
the date of effectiveness of this Amendment with the same effect as though
such representations and warranties had been made on such date after giving
effect to this Amendment (except to the extent any such representation or
warranty relates expressly to an earlier date).
(c) Counterparts of this Amendment shall have been duly executed and
delivered on behalf of the Borrowers, the Required Lenders and the Agent.
5. References to Credit Agreements. The term "Agreement", "hereof",
"herein" and similar terms as used in the Credit Agreement, and references in
the other Loan Documents to the Credit Agreement, shall mean and refer to, from
and after the effective date of the amendment contained herein as determined in
accordance with Paragraph 4 hereof, the Credit Agreement as amended by this
Amendment.
6. Continued Effectiveness. Except as expressly set forth herein, nothing
herein shall be deemed to be a waiver of any covenant or agreement contained in,
or any Default or Event of Default under, the Credit Agreement, and each of the
parties hereto agrees that, as amended by this Amendment, all of the covenants
and agreements and other provisions contained in the Credit Agreement and the
other Loan Documents are hereby ratified and confirmed in all respects and shall
remain in full force and effect from and after the date of this Amendment.
7. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be an original, and all of which, taken
together, shall constitute a single instrument. Delivery of an executed
counterpart of a signature page to this Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this Amendment.
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8. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (OTHER THAN THE CONFLICTS OF LAWS
PRINCIPLES THEREOF).
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective officers thereunto duly authorized as of the
day and year first above written.
SLM INTERNATIONAL, INC.
By: /s/ XXXXXXX X. XXXXX
---------------------------------
Xxxxxxx X. Xxxxx
Vice President, Finance
MASKA U.S., INC.
By: /s/ XXXXXXX X. XXXXX
---------------------------------
Xxxxxxx X. Xxxxx
Vice President, Finance
#1 APPAREL, INC.
By: /s/ XXXXXXX X. XXXXX
---------------------------------
Xxxxxxx X. Xxxxx
Vice President, Finance
THE CHASE MANHATTAN BANK, as Agent and
as a Lender
By: /s/ XXXX X. XXXXXX
---------------------------------
Name: Xxxx X. Xxxxxx
Title: Xxxx X. Xxxxxx
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GENERAL ELECTRIC CAPITAL CORPORATION,
as a Lender
By: /s/ XXXXXXX X. XXXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Duly Authorized Signature
SANWA BUSINESS CREDIT CORPORATION, as a
Lender
By: /s/ XXXXX X. XXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION, as a
Lender
By: /s/ XXXXXXX X. XXXXXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
IBJ XXXXXXXX BANK & TRUST COMPANY, as a
Lender
By: /s/ XXXXXX X. XXXXXX
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
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