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Exhibit 10.10
[LOGO]
Bank of America Canada
December 29, 1998
Gildan Activewear Inc./Les Vetements de Sports Gildan Inc.
725 Xxxxxx xx Xxxxxx
Xxxxxxxx, Xxxxxx
X0X 0X0
Attention: Mr. H. Xxxx Charmandy
Chief Executive Officer and Chairman
Gentlemen:
Re: Amendment No. 8
Reference is hereby made to the Amended and Restated Loan Agreement
(as amended by Amendment No. 1 dated October 28, 1997, Amendment No. 2 dated
January 8, 1998, Amendment No. 3 dated February 18, 1998, Amendment No. 4 dated
March 19, 1998, Amendment No. 5 dated June 15, 1998 and Amendment No. 6 dated
November 2, 1998, Amendment No. 7 dated December 2, 1998, the "Loan Agreement"),
dated as of August 6, 1997, between Gildan Activewear Inc./Les Vetements de
Sports Gildan Inc. (the "Borrower") and Bank of America Canada (the "Lender").
Capitalized terms used herein and not otherwise defined shall have the meanings
specified in the Loan Agreement.
WHEREAS, the Borrower and the Lender desire to amend the Loan
Agreement to make certain amendments as set forth below;
NOW THEREFORE in consideration of the mutual covenants and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Lender and the Borrower have agreed as follows:
Section 1. AMENDMENTS TO THE LOAN AGREEMENT
1. For the period from the Eighth Amendment Effective Date to January
15, 1999, the definition of "Maximum Revolving Credit Line" in
Section 1.1 of the Loan Agreement is amended by deleting the
reference to "$60,000,000" and substituting "$70,000,000" therefor.
2. For the period from the Eighth Amendment Effective Date to January
15, 1999, Section 2.1 of the Loan Agreement is amended by deleting
the reference to "$60,000,000" and substituting "$70,000,000"
therefor.
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3. The amendments, consents and waivers set forth herein are strictly
limited to the matters and times specifically described above and
shall not be deemed to constitute an amendment, consent or waiver
with respect to any other term, covenant, matter, time or occasion.
4. The Borrower agrees to pay to the Lender a non-refundable amendment
fee in the amount of Cdn.$50,000 per week during each week that the
outstanding balance of the Obligations at any time exceeds
$60,000,000, as fully earned and payable, provided that if the
Borrower enters into new amendments or other financing arrangements
with the Lender, upon mutually acceptable terms, within 90 days of
the Eighth Amendment Effective Date such amendment fee shall be
applied against any future amendment fee, Closing Fee or other
arrangement fees which may be payable to the Lender that may be
agreed upon. Upon its acceptance of the terms hereof the Borrower
hereby authorizes and directs the Lender to debit its account in
order to pay such amendment fee. All reasonable expenses of the
Lender incurred in connection with this letter agreement and any and
all matters incidental thereto including, without limitation, legal
fees, the allocated costs of in-house counsel and out-of-pocket
expenses of Lender's counsel are for the account of the Borrower and
shall be payable upon demand and may be paid by direct debit to the
Borrower's accounts.
Section 2 CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective only upon the satisfaction of
all of the following conditions precedent (the date of satisfaction of such
conditions being referred to herein as the "Eighth Amendment Effective Date"):
On or before the Eighth Amendment Effective Date, the Borrower shall
deliver to the Lender the following, each, unless otherwise noted, dated the
Eighth Amendment Effective Date:
1. Certified copies of its Articles (as construed for the purposes of
the Canada Business Corporations Act), together with a good standing
certificate from the jurisdiction of its incorporation, each dated a
recent date prior to the Eighth Amendment Effective Date;
2. Copies of its By-laws, certified as of the Eighth Amendment
Effective Date by its corporate secretary or an assistant secretary;
3. Resolutions of its Board of Directors approving and authorizing the
execution, delivery and performance of the transactions contemplated
by this Amendment, certified as of the Eighth Amendment Effective
Date by its corporate secretary or an assistant secretary as being
in full force and effect without modification or amendment;
4. Signature and incumbency certificates of its officer executing this
Amendment;
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5. Opinion of Quebec counsel to the Borrower in form satisfactory to
the Lender and its counsel; and
6. Executed copies of this Amendment.
Section 3. BORROWER'S REPRESENTATIONS AND WARRANTIES
In order to induce the Lender to enter into this Amendment and to
amend the Loan Agreement in the manner provided herein, the Borrower represents
and warrants to the Lender that the following statements are true, correct and
complete:
1. Authorization, Validity, and Enforceability of this Amendment. The
Borrower has the corporate power and authority to execute and
deliver this Amendment and to perform the Loan Agreement as amended
by this Amendment (the "Amended Agreement"). The Borrower and each
Guarantor of the Obligations (each a "Guarantor") has taken all
necessary corporate action (including, without limitation, obtaining
approval of its stockholders if necessary) to authorize its
execution and delivery of this Amendment and the performance of the
Amended Agreement. This Amendment has been duly executed and
delivered by the Borrower and each Guarantor, and this Amendment and
the Amended Agreement constitute the legal, valid and binding
obligations of the Borrower and each Guarantor, enforceable against
it and then in accordance with their respective terms without
defence, setoff or counterclaim. The Borrower's and each Guarantor's
execution and delivery of this Amendment and the performance by the
Borrower of the Amended Agreement do not and will not conflict with,
or constitute a violation or breach of, or constitute a default
under, or result in the creation or imposition of any Lien upon the
property of the Borrower, any Guarantor, or any of its Subsidiaries
by reason of the terms of (a) any contract, mortgage, Lien, lease,
agreement, indenture, or instrument to which the Borrower is a party
or which is binding on it, (b) any law applicable to the Borrower,
any Guarantor or any of its Subsidiaries, or (c) the certificate or
articles of incorporation or amalgamation or bylaws of the Borrower,
any Guarantor or any of its Subsidiaries.
2. Governmental Authorization. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority or other person is necessary or required in
connection with the execution, delivery or performance by, or
enforcement against, the Borrower, any of its Subsidiaries, or any
Guarantor, of this Amendment or the Amended Agreement except for
such as have been obtained or made and filings required in order to
perfect the Lender's security Interests.
3. Incorporation of Representations and Warranties From Loan Agreement.
The representations and warranties contained in Section 8 of the
Loan Agreement are and will be true, correct and complete in all
material respects on and as of the Eighth Amendment Effective Date
to the same extent as though made on and as
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of that date, except to the extent such representations and
warranties specifically relate to an earlier date, in which case
they were true, correct and complete in all material respects on and
as of such earlier date.
(i) Absence of Default. No event has occurred and is continuing or
will result from the consummation of the transactions contemplated by this
Amendment that would constitute an Event or an Event of Default.
Section 4. MISCELLANEOUS
1. This letter agreement supersedes and replaces any prior agreements
or understandings with respect to any of the matters provided for
herein.
2. This letter agreement shall be deemed to have been made in the
Province of Ontario and shall be governed by and interpreted in
accordance with the laws of such Province and the laws of Canada
applicable therein, except that no doctrine of choice of law shall
be used to apply the laws of any other jurisdiction.
Except to the extent waived or modified herein, the Loan Agreement
remains in full force and effect and is hereby ratified and confirmed. Please
evidence your agreement with the terms of this letter agreement by signing in
the space below. Notwithstanding the date of execution of this letter agreement,
this letter agreement shall be deemed effective the Eighth Amendment Effective
Date.
The parties acknowledge that they have required that this agreement
and all related documents be prepared in English.
Les parties reconnaissent avoir exige que la presente convention et
tous les documents connexes soient rediges en anglais.
Sincerely,
BANK OF AMERICA CANADA
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Vice-President
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AGREED AS OF THE DATE FIRST-ABOVE PROVIDED:
GILDAN ACTIVEWEAR INC./LES VETEMENTS DE SPORTS GILDAN INC.
By: /s/ Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title: Vice-President, Finance & Administration
Each of the undersigned Gildan Activewear Xxxxxx, Inc. and Gildan Activewear
Miami, Inc. (the "Guarantors") (i) consents to and approves the execution and
delivery of this letter agreement by the parties hereto, (ii) agrees that this
letter agreement does not and shall not limit or diminish in any manner the
obligations of the Guarantors under those certain Guarantee dated as of August
29, 1996 and dated as of September 1, 1998 (collectively, the "Guaranty"), and
any other guarantee or like instrument, executed by the Guarantors and delivered
to the Lender, and that such obligations would not be limited or diminished in
any manner even if the Guarantors had not executed this letter agreement, (iii)
agrees that this letter agreement shall not be construed as requiring the
consent of the Guarantors in any other circumstances, (iv) reaffirms its
obligations under the Guaranty and any other guarantee or like instrument, and
(v) agrees that the Guaranty and any other guarantee or like instrument remains
in full force and effect and is hereby ratified and confirmed.
GILDAN ACTIVEWEAR XXXXXX, INC.
By: /s/ Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title: VP Finance
GILDAN ACTIVEWEAR MIAMI, INC.
By: /s/ Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title: VP Finance
