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EXHIBIT 10.13.1
AMENDMENT AGREEMENT
AMENDMENT AGREEMENT, dated as of December 13, 1996 among PARAGON TRADE
BRANDS, INC. (the "Borrower"), a corporation organized and existing under the
laws of Delaware, the financial institutions listed in Schedule I to the Credit
Agreement (as defined below) (individually, a "Bank" and, collectively, the
"Banks") and The Chase Manhattan Bank (the "Agent").
W I T N E S S E T H
WHEREAS, the Borrower, the Banks and Chemical Bank, as Agent (now known as
The Chase Manhattan Bank) entered into an Amended and Restated Credit
Agreement, dated as of February 6, 1996 (the "Credit Agreement");
WHEREAS, the Borrower wishes to enter into a transaction (the
"Transaction") with Cherokee County, South Carolina (the "County") pursuant to
which the County will issue bonds in connection with the financing of the
acquisition and construction of certain property located in Cherokee County,
South Carolina, and will lease such property to the Borrower, as set forth in
(i) the Indenture, dated as of October 1, 1996, between the County and the
Borrower, (ii) the Lease Agreement, dated as of October 1, 1996 (the "Lease
Agreement"), between the County and the Borrower and (iii) the Escrow
Agreement, dated as of October 1, 1996, among ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ &
▇▇▇▇▇▇▇, L.L.P., the County and the Borrower (collectively, the "Transaction
Documents"); and
WHEREAS, the Borrower, the Banks and the Agent desire to amend the Credit
Agreement as set forth herein;
NOW, THEREFORE, IT IS AGREED:
1. Definitions. Unless otherwise expressly defined herein, all
capitalized terms used herein and defined in the Credit Agreement shall be used
herein as so defined. Unless otherwise expressly stated herein, all Section
references herein shall refer to Sections of the Credit Agreement.
2. Amendments to Credit Agreement.
a. Section 6.19. Any present or future representation or warranty by
the Borrower made pursuant to Section 6.19 is hereby deemed to exclude any
assets now owned or hereafter acquired in connection with or as a result of the
Transaction, and any Default or Event of
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Default which would arise under Section 6.19 as a result of the Transaction but
for this Amendment shall not constitute a Default or Event of Default under the
Credit Agreement.
b. Section 8.01. Any and all Liens upon or with respect to the Leased
Property (as defined in the Lease Agreement) which may be created, incurred,
assumed or suffered to exist by the Borrower or any of its Subsidiaries as a
result of the Transaction are hereby deemed to be excluded from Section 8.01,
and any Default or Event of Default which would arise from any such Lien but
for this Amendment shall not constitute a Default or Event of Default under the
Credit Agreement.
c. Section 8.02. The conveyance, sale, lease or disposal of any assets in
connection with the Transaction shall be deemed to be excluded from Section
8.02, and any Default or Event of Default which would arise from any such
conveyance, sale, lease or disposal but for this Amendment shall not constitute
a Default or Event of Default under the Credit Agreement.
d. Section 11.03. All notices delivered to any party to the Credit
Agreement pursuant to Section 11.03 shall hereafter be delivered to the address
for such party set forth on its respective signature page hereto.
3. Borrower's Representations. The Borrower hereby represents and warrants
that prior to the closing of the Transactions, there will be no changes from
the draft Transaction Documents which would materially adversely affect the
interests of the Banks or the Agent. The Borrower further represents and
warrants that the representations and warranties contained in Section 6 of the
Credit Agreement (as amended hereby) are true and correct as of the date hereof
(except to the extent that such representations and warranties relate to a
prior date) and that no Default or Event of Default has occurred and is
continuing on the date hereof.
4. Effect of Amendment. The parties agree that, except as amended hereby
or hereafter, the Credit Agreement, each Note and any and all other agreements,
documents, certificates and other instruments executed in connection therewith
shall remain in full force and effect in accordance with their terms. Any
reference to the Credit Agreement shall be deemed to be a reference to the
Credit Agreement as amended by this Amendment.
5. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall
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constitute an original, but all of which when taken together shall constitute
but one instrument.
6. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.
7. Fees and Expenses. The Borrowers agree to pay all out-of-pocket fees
and expenses of the Agent (including the fees and expenses of its counsel)
incurred in the negotiation, drafting and execution of this Amendment.
IN WITNESS WHEREOF, the Borrower, the Banks and the Agent have caused this
Amendment to be duly executed by their respective authorized officers as of the
day and year first above written.
PARAGON TRADE BRANDS, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Vice President - Treasurer
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Address
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Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇/3054
With a Copy to:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Vice President, General Counsel and Secretary
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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THE CHASE MANHATTAN BANK,
Individually and as Agent
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Its: Managing Director
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Address
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Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
ABN AMRO BANK N.V.
By ABN AMRO NORTH AMERICA, INC.,
as Agent
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: Group Vice President
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and Director
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By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: Vice President & Director
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Address
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Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Senior Relationship Manager
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Address
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Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
BANK OF AMERICA NW, N.A.
Successor by merger to Seattle
First National Bank
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
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Its: Vice President
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Address
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▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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WACHOVIA BANK OF GEORGIA, N.A.
By /s/ ▇▇▇▇ ▇. Seeds
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Name: ▇▇▇▇ ▇. Seeds
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Its: Senior Vice President
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Address
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▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
THE BANK OF TOKYO-MITSUBISHI, LTD.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Vice President
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Address
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Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
PNC BANK, NATIONAL ASSOCIATION
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
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Its: Vice President
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Address
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▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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THE BANK OF NEW YORK
By /s/ ▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇
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Its: Vice President
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Address
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Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇ FARGO BANK, N.A.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Its: Senior Vice President
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Address
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▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Acknowledged and Agreed to:
PARAGON TRADE BRANDS (CANADA) INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
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Its: Assistant Secretary
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Address
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▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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