Exhibit 10.14
AMENDMENT, CONSENT AND WAIVER NO. 7
THIS AMENDMENT, CONSENT AND WAIVER NO. 7 dated as of April 12, 1999 (the
"Amendment") relating to the Credit Agreement referenced below, by and among
TULTEX CORPORATION, a Virginia corporation (the "Borrower"), the Guarantors and
Banks identified therein, and NATIONSBANK, N.A., as Administrative Agent (the
"Administrative Agent"). Terms used but not otherwise defined shall have the
meanings provided in the Credit Agreement.
W I T N E S S E T H
WHEREAS, a $187 million credit facility has been extended to Tultex
Corporation pursuant to the terms of that Credit Agreement dated as of May 15,
1997 (as amended and modified the "Credit Agreement") among Tultex Corporation,
the Guarantors and Banks identified therein, Corestates Bank, N.A. and First
Union National Bank of Virginia, as co-agents and NationsBank, N.A., as
Administrative Agent;
WHEREAS, the credit facility was permanently reduced to $87.5 million
pursuant to Amendment No. 4 dated November 13, 1998;
WHEREAS, the Borrower has made arrangements for a temporary secured
working capital credit facility with Bank of America Business Credit of
approximately $10 million;
WHEREAS, the Borrower has requested certain modifications under of the
Credit Agreement to accommodate the working capital credit facility;
WHEREAS, the requested modifications and waivers require the consent of
the Required Banks;
WHEREAS, the Required Banks have consented to the requested
modifications and waivers on the terms and conditions set forth herein;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. The Credit Agreement is amended and modified in the following
respects:
1.1 In Section 1.01, the following definitions are amended or
added to read as follows:
"BABC Credit Facility" shall have the meaning given such term in
Section 7.01(h).
1.2 In the definition of "Permitted Liens" in Section 1.01, a new
clause (xi) is added immediately following clause (x) to read as follows:
and (xi) liens on accounts receivable, inventory, general
intangibles and related assets to secure the BABC Credit Facility
1.3 In Section 7.01, the "." is replaced with "; and" at the end
of subsection (g), and a new subsection (h) is added to read as follows:
(h) a secured working capital credit facility of up to $10
million with Bank of America Business Credit (the "BABC Credit
Facility"), and guaranty obligations relating thereto.
1.4 Subsection (l) of Section 8.01 of the Credit Agreement is
amended to read as follows:
(l) Refinancing. The occurrence of either (i) failure to
refinance the loans and obligations hereunder by May 10, 1999 with the
proceeds of the initial advance under the senior secured credit facility
described in that Proposal Letter dated as of January 29, 1999 (the
"Refinancing Proposal Letter") between NationsBank, N.A. (Bank of
America Business Credit Division) and the Borrower, or (ii) earlier
termination of the Refinancing Proposal Letter.
2. The Lenders, by action of the Required Lenders, hereby agree to
forebear from exercising rights and remedies otherwise available in respect of
noncompliance with the financial covenants in Section 6.11(a) [Consolidated
Tangible Net Worth], 6.11(c) [Fixed Charges Coverage Ratio], or 6.11(e)
[Consolidated Leverage Ratio] until the earlier of May 10, 1999 or the breach by
the Borrower or the Guarantors of any other terms of the Credit Agreement (the
"Forbearance Termination Date").
3. This Amendment shall be effective upon receipt by the Administrative
Agent of copies of this Amendment executed by the Credit Parties and Required
Lenders.
4. Except as expressly modified hereby, all of the terms and provisions
of the Credit Agreement remain in full force and effect.
5. The Borrower agrees to pay all reasonable costs and expenses in
connection with the preparation, execution and delivery of this Amendment,
including the reasonable fees and expenses of the Administrative Agent's legal
counsel.
6. This Amendment may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original. It shall not
be necessary in making proof of this Amendment to produce or account for more
than one such counterpart.
7. This Amendment shall be deemed to be a contract under, and shall for
all purposes be construed in accordance with, the laws of the Commonwealth of
Virginia.
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.
BORROWER: TULTEX CORPORATION,
a Virginia Corporation
By:___________________________________
Title:
GUARANTORS:
DOMINION STORES, INC.,
a Virginia corporation
By:___________________________________
Title:
LOGOATHLETIC, INC.,
a Virginia corporation
By:___________________________________
Title:
LOGOATHLETIC HEADWEAR, INC.,
a Massachusetts corporation
By:___________________________________
Title:
CALIFORNIA SHIRT SALES, INC.
By: ___________________________________
Title:
BANKS:
NATIONSBANK, N.A.,
individually in its capacity as a Bank
and in its capacity as Administrative Agent
By:___________________________________
Title:
FIRST UNION NATIONAL BANK ,
individually in its capacity as a Bank
and in its capacity as a Co-Agent
By:___________________________________
Title:
BANK OF TOKYO - MITSUBISHI TRUST COMPANY
By: ___________________________________
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By: ___________________________________
Title:
PNC BANK, NATIONAL ASSOCIATION
By: ___________________________________
Title:
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK
By: ___________________________________
Title: