Exhibit 10.28
XXXXXXX & XXXXX, INC.
000 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
December 17, 1996
NationsCredit Commercial Corporation
Xxx Xxxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Bank of America Illinois
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Re: Warrant Redemption Agreement
Ladies and Gentlemen:
Reference is made to the Amended and Restated Credit Agreement dated as of
July 13, 1994, as amended and restated as of February 1, 1996 among WG Apparel,
Inc., Xxxxxxx & Xxxxx, Inc. ("W & G"), the Lenders referred to therein and
NationsCredit Commercial Corporation (formerly known as Nations Financial
Capital Corporation), as Agent (as amended from time to time) (the "Credit
Agreement") pursuant to which W & G issued (i) the Warrant to Purchase 70,629.58
Shares of Class C Common Stock ("Common Stock") of W & G dated as of July 13,
1994 to NationsCredit Commercial Corporation (formerly known as Nations
Financial Capital Corporation) (the "Original NCCC Warrant"); (ii) the Warrant
to Purchase 32,985 Shares of Common Stock of W & G dated as of February 1, 1996
to NationsCredit Commercial Corporation (the "Additional NCCC Warrant"); and
(iii) the Warrant to Purchase 44,143.42 Shares of Common Stock of W & G dated as
of July 13, 1994 to Bank of America Illinois (formerly known as Continental
Bank) (the "B of A Warrant"). The Original NCCC Warrant or the Additional NCCC
Warrant or both are herein referred to as the "NCCC Warrants". The NCCC Warrants
or the B of A Warrant or both are herein referred to as the "Warrants".
W & G intends to issue $85,000,000 aggregate principal amount of its
Series A Senior Notes due 2003 (the "Senior Notes") on or about January 3, 1997.
Subject to, and contemporaneously with the receipt by W & G of the proceeds
therefrom, W & G intends to repay the loans under the Credit Agreement, and to
redeem 75% of the Warrants for cash and on a pro rata basis.
The parties hereto therefore agree as follows:
1. NationsCredit Commercial Corporation ("NCCC") and W & G agree that W &
G shall redeem 75% of the NCCC Warrants in accordance with the terms and subject
to the conditions of this Agreement.
2
2. Bank of America Illinois ("B of A") and the Company agree that W & G
shall redeem 75% of the B of A Warrant in accordance with the terms and subject
to the conditions of this Agreement.
3. The redemption of the Warrants shall take place upon satisfaction of
the following conditions:
(a) the Senior Notes shall have been issued and W & G shall have received
the net proceeds therefrom;
(b) all principal, interest, fees and other amounts owing to the Agent and
the Lender under the Credit Agreement shall have been paid in full;
(c) NCCC shall have delivered the warrant certificate representing the
Original NCCC Warrant to W & G in exchange for (i) cash in the amount of
$1,446,670.37 constituting the redemption price for 75% of the Original
NCCC Warrant (representing the right to purchase 52,972.185 shares of
Common Stock) and (ii) a new warrant certificate representing the portion
of the Original NCCC Warrant not being redeemed, substantially in the form
of Exhibit A hereto registered in the name of NCCC representing the right
to purchase 17,657.395 shares of Common Stock;
(d) NCCC shall have delivered the warrant certificate representing the
Additional NCCC Warrant to W & G in exchange for (i) cash in the amount of
$675,615.26 constituting the redemption price for 75% of the Additional
NCCC Warrant (representing the right to purchase 24,738.75 shares of
Common Stock) and (ii) a new warrant certificate representing the portion
of the Additional NCCC Warrant not being redeemed, substantially in the
form of Exhibit A hereto, registered in the name of NCCC representing the
right to purchase 8,246.25 shares of Common Stock;
(e) B of A shall have delivered the warrant certificate representing the B
of A Warrant to W & G in exchange for (i) cash in the amount of
$904,167.60 constituting the redemption price of 75% of the B of A Warrant
(representing the right to purchase 33,107.565 shares of Common Stock) and
(ii) a new warrant certificate representing the portion of the Warrant not
being redeemed, substantially in the form of Exhibit A hereto, registered
in the name of B of A representing the right to purchase 11,035.855 shares
of Common Stock;
(f) the execution by the parties thereto of Amendment No. 2 to the
Warrantholders Rights Agreement dated as of July 13, 1994 among W & G, the
Investors (as defined therein) and the Warrantholders (as defined therein)
(as amended) substantially in the form of Exhibit B hereto;
(g) the foregoing conditions shall have been satisfied and the redemptions
shall occur no earlier than January 1, 1997 and no later than January 31,
1997; and
3
(h) the receipt by NCCC and B of A of all documents that each of them may
reasonably request relating to the existence of W & G and the corporate
authority for this Agreement, the new warrant certificates to be issued,
and Amendment No. 2 to the Warrantholders Rights Agreement, all in form
and substance satisfactory to NCCC and B of A.
4. W & G represents and warrants that on the date hereof and on the date
on which the redemption of the Warrants occurs, the execution and delivery of
this Agreement, the new warrant certificates to be issued, and Amendment No. 2
to the Warrantholders Rights Agreement, and the redemption of the Warrants
hereunder, the issuance of the new warrant certificates to be issued, and the
compliance by W & G with the terms and provisions hereof and of the new warrant
certificates to be issued and of Amendment No. 2 to the Warrantholders Rights
Agreement, have been duly authorized by all necessary corporate action on the
part of W & G and do not conflict with, or result in a breach of, the terms,
conditions or provisions of, or constitute a default under, the certificate of
incorporation of W & G or any material contract or material agreement to which W
& G is a party, and this Agreement, the new warrant certificates to be issued
and Amendment No. 2 to the Warrantholders Rights Agreement when executed and
delivered by W & G shall constitute legal, valid and binding agreements of W & G
enforceable against W & G in accordance with their terms.
5. The parties hereto agree that if the conditions set forth in Section 3
hereof have not been satisfied on or before January 31, 1997, this Agreement
shall terminate and cease to be binding on any party hereto.
6. The parties hereto agree that the execution, delivery and performance
of this Agreement in accordance with the terms and conditions hereof shall not
constitute a default under the Credit Agreement.
7. This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of New York.
8. This Agreement may be executed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Agreement constitutes the entire
agreement among the parties hereto and supersedes any and all prior agreements
and understandings, oral or written, relating to the subject matter hereof.
9. All representations, warranties and agreements contained in this
Agreement shall survive the redemption of the Warrants as herein provided.
10. This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of the parties hereto.
5
Please indicate your acceptance of, and agreement with, the terms of this
Agreement by signing it in the space below
Very truly yours,
XXXXXXX & XXXXX, INC.
By: /s/ Xxxx X. Xxxxxxx
-------------------------------
Xxxx X. Xxxxxxx
Chairman and
Chief Executive Officer
Accepted and agreed by:
NATIONSCREDIT COMMERCIAL
CORPORATION
By: /s/ Xxxxxx X. Xxxx
-------------------------
Name: Xxxxxx X. Xxxx
Title:
BANK OF AMERICA ILLINOIS
By: /s/ Xxxxx X. Xxxx
-------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
XXXXXXX & XXXXX, INC.
000 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
December 17, 1996
NationsCredit Commercial Corporation
Xxx Xxxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Bank of America Illinois
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Re: Warrant Redemption Agreement
Ladies and Gentlemen:
Reference is made to the Amended and Restated Credit Agreement dated as of
July 13, 1994, as amended and restated as of February 1, 1996 among WG Apparel,
Inc., Xxxxxxx & Xxxxx, Inc. ("W & G"), the Lenders referred to therein and
NationsCredit Commercial Corporation (formerly known as Nations Financial
Capital Corporation), as Agent (as amended from time to time) (the "Credit
Agreement") pursuant to which W & G issued (i) the Warrant to Purchase 70,629.58
Shares of Class C Common Stock ("Common Stock") of W & G dated as of July 13,
1994 to NationsCredit Commercial Corporation (formerly known as Nations
Financial Capital Corporation) (the "Original NCCC Warrant"); (ii) the Warrant
to Purchase 32,985 Shares of Common Stock of W & G dated as of February 1, 1996
to NationsCredit Commercial Corporation (the "Additional NCCC Warrant"); and
(iii) the Warrant to Purchase 44,143.42 Shares of Common Stock of W & G dated as
of July 13, 1994 to Bank of America Illinois (formerly known as Continental
Bank) (the "B of A Warrant"). The Original NCCC Warrant or the Additional NCCC
Warrant or both are herein referred to as the "NCCC Warrants". The NCCC Warrants
or the B of A Warrant or both are herein referred to as the "Warrants".
W & G intends to issue $85,000,000 aggregate principal amount of its
Series A Senior Notes due 2003 (the "Senior Notes") on or about January 3, 1997.
Subject to, and contemporaneously with the receipt by W & G of the proceeds
therefrom, W & G intends to repay the loans under the Credit Agreement, and to
redeem 75% of the Warrants for cash and on a pro rata basis.
The parties hereto therefore agree as follows:
1. NationsCredit Commercial Corporation ("NCCC") and W & G agree that W &
G shall redeem 75% of the NCCC Warrants in accordance with the terms and subject
to the conditions of this Agreement.
2. Bank of America Illinois ("B of A") and the Company agree that W & G
shall redeem 75% of the B of A Warrant in accordance with the terms and subject
to the conditions of this Agreement.
3. The redemption of the Warrants shall take place upon satisfaction of
the following conditions:
(a) the Senior Notes shall have been issued and W & G shall have received
the net proceeds therefrom;
(b) all principal, interest, fees and other amounts owing to the Agent and
the Lender under the Credit Agreement shall have been paid in full;
(c) NCCC shall have delivered the warrant certificate representing the
Original NCCC Warrant to W & G in exchange for (i) cash in the amount of
$1,446,670.37 constituting the redemption price for 75% of the Original
NCCC Warrant (representing the right to purchase 52,972.185 shares of
Common Stock) and (ii) a new warrant certificate representing the portion
of the Original NCCC Warrant not being redeemed, substantially in the form
of Exhibit A hereto registered in the name of NCCC representing the right
to purchase 17,657.395 shares of Common Stock;
(d) NCCC shall have delivered the warrant certificate representing the
Additional NCCC Warrant to W & G in exchange for (i) cash in the amount of
$675,615.26 constituting the redemption price for 75% of the Additional
NCCC Warrant (representing the right to purchase 24,738.75 shares of
Common Stock) and (ii) a new warrant certificate representing the portion
of the Additional NCCC Warrant not being redeemed, substantially in the
form of Exhibit A hereto, registered in the name of NCCC representing the
right to purchase 8,246.25 shares of Common Stock;
(e) B of A shall have delivered the warrant certificate representing the B
of A Warrant to W & G in exchange for (i) cash in the amount of
$904,167.60 constituting the redemption price of 75% of the B of A Warrant
(representing the right to purchase 33,107.565 shares of Common Stock) and
(ii) a new warrant certificate representing the portion of the Warrant not
being redeemed, substantially in the form of Exhibit A hereto,
2
registered in the name of B of A representing the right to purchase
11,035.855 shares of Common Stock;
(f) the execution by the parties thereto of Amendment No. 2 to the
Warrantholders Rights Agreement dated as of July 13, 1994 among W & G, the
Investors (as defined therein) and the Warrantholders (as defined therein)
(as amended) substantially in the form of Exhibit B hereto;
(g) the foregoing conditions shall have been satisfied and the redemptions
shall occur no earlier than January 1, 1997 and no later than January 31,
1997; and
(h) the receipt by NCCC and B of A of all documents that each of them may
reasonably request relating to the existence of W & G and the corporate
authority for this Agreement, the new warrant certificates to be issued,
and Amendment No. 2 to the Warrantholders Rights Agreement, all in form
and substance satisfactory to NCCC and B of A.
4. W & G represents and warrants that on the date hereof and on the date
on which the redemption of the Warrants occurs, the execution and delivery of
this Agreement, the new warrant certificates to be issued, and Amendment No. 2
to the Warrantholders Rights Agreement, and the redemption of the Warrants
hereunder, the issuance of the new warrant certificates to be issued, and the
compliance by W & G with the terms and provisions hereof and of the new warrant
certificates to be issued and of Amendment No. 2 to the Warrantholders Rights
Agreement, have been duly authorized by all necessary corporate action on the
part of W & G and do not conflict with, or result in a breach of, the terms,
conditions or provisions of, or constitute a default under, the certificate of
incorporation of W & G or any material contract or material agreement to which W
& G is a party, and this Agreement, the new warrant certificates to be issued
and Amendment No. 2 to the Warrantholders Rights Agreement when executed and
delivered by W & G shall constitute legal, valid and binding agreements of W & G
enforceable against W & G in accordance with their terms.
5. The parties hereto agree that if the conditions set forth in Section 3
hereof have not been satisfied on or before January 31, 1997, this Agreement
shall terminate and cease to be binding on any party hereto.
6. The parties hereto agree that the execution, delivery and performance
of this Agreement in accordance with the terms and conditions hereof shall not
constitute a default under the Credit Agreement.
3
7. This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of New York.
8. This Agreement may be executed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Agreement constitutes the entire
agreement among the parties hereto and supersedes any and all prior agreements
and understandings, oral or written, relating to the subject matter hereof.
7. All representations, warranties and agreements contained in this
Agreement shall survive the redemption of the Warrants as herein provided.
8. This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of the parties hereto.
4
Please indicate your acceptance of, and agreement with, the terms of this
Agreement by signing it in the space below.
Very truly yours,
XXXXXXX & XXXXX, INC.
By: /s/ Xxxx X. Xxxxxxx
-------------------------------
Xxxx X. Xxxxxxx
Chairman and
Chief Executive Officer
Accepted and agreed by:
NATIONSCREDIT COMMERCIAL
CORPORATION
By:
-------------------------
Name:
Title:
BANK OF AMERICA ILLINOIS
By:
-------------------------
Name:
Title:
5
Please indicate your acceptance of, and agreement with, the terms of this
Agreement by signing it in the space below.
Very truly yours,
XXXXXXX & XXXXX, INC.
By:
-------------------------
Xxxx X. Xxxxxxx
Chairman and
Chief Executive Officer
Accepted and agreed by:
NATIONSCREDIT COMMERCIAL
CORPORATION
By: /s/ Xxxxxx X. Xxxx
-------------------------
Name: Xxxxxx X. Xxxx
Title: Authorized Signatory
BANK OF AMERICA ILLINOIS
By:
-------------------------
Name:
Title:
5
Please indicate your acceptance of, and agreement with, the terms of this
Agreement by signing it in the space below.
Very truly yours,
XXXXXXX & XXXXX, INC.
By:
-------------------------
Xxxx X. Xxxxxxx
Chairman and
Chief Executive Officer
Accepted and agreed by:
NATIONSCREDIT COMMERCIAL
CORPORATION
By:
-------------------------
Name:
Title:
BANK OF AMERICA ILLINOIS
By: /s/ Xxxxx X. Xxxx
-------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
5
