EXHIBIT 10.27
SECOND AMENDMENT TO CREDIT AGREEMENT
Hyde Athletic Industries, Inc.
13 Centennial Drive
Peabody, Massachusetts 01960-7901
November 29, 1996
State Street Bank and Trust Company,
for itself and as Agent
225 Franklin Street
Boston, Massachusetts 02110
CoreStates Bank, N.A.
P.O. Box 7618
Philadelphia, Pennsylvania 19101-7618
Ladies and Gentlemen:
Reference is made to the Credit Agreement among the undersigned and your
banks dated August 31, 1993, as amended (the "Agreement"). Capitalized terms
used herein without definition shall have the meanings such terms have in the
Agreement.
The undersigned hereby requests your consent to amend the Agreement as
follows:
1. That Section 2.1(a) of the Agreement be amended to read in its
entirety as follows:
"2.1 REVOLVING LINE OF CREDIT. (a) Each Bank hereby severally
agrees, on the terms and conditions hereinafter set forth, to make advances
("Advances") to the Borrower and its Borrowing Subsidiaries from time to
time during the period from the date hereof to and including August 1, 1998
(the "Termination Date"), in an aggregate principal amount outstanding at
any time not to exceed the lesser of the two amounts computed as provided
next to its name below (each Bank's "Commitment"):
Maximum % of
Bank principal amount Borrowing Base
State Street $ 7,500,000 50%
CBNA $ 7,500,000 50%
Total $ 15,000,000 100%
Each borrowing under this Section 2.1 shall consist of Advances made on the
same date by the Banks ratably according to their respective Commitments.
Subject at all times to the Borrowing Base and within the limits of each
Bank's Commitment, the Borrower and the Borrowing Subsidiaries may borrow,
repay Advances and reborrow under this Section 2.1. The proceeds of the
Advances shall be used for working capital except as permitted by Section
5.1(iv) and 5.5."
2. That Exhibit A hereto be substituted for Exhibit A to the
Agreement.
All terms and provisions of the Agreement not amended hereby shall remain
in full force and effect.
The undersigned has delivered to the Agent contemporaneously herewith
promissory notes in the form attached hereto as Exhibit A in the principal
amount of $7,500,000 in substitution for the "Revolving Credit Notes" referred
to in Section 2.1 of the Agreement. Upon receipt of the aforementioned notes,
please return the promissory notes of the undersigned dated August 31, 1994
payable to the order of State Street and CBNA each in the principal amount of
$5,000,000 to the undersigned. The notes delivered to the Agent herewith shall
thereafter be deemed to be the "Revolving Credit Notes" referred to in the
Agreement.
The undersigned represents and warrants to you that, as of the date of
the execution and delivery of this Amendment, each of the representations and
warranties set forth in the Agreement is true and correct except to the extent
that such representations and warranties relate solely to an earlier date and
that no Default or Event of Default as defined in Section 7 of the Agreement has
occurred and is continuing.
The undersigned hereby agrees to pay all costs and expenses, including
reasonable attorneys' fees, incurred by you in connection with the preparation,
negotiation and execution of this Amendment and of the documents and instruments
referred to herein.
This Amendment shall take effect as a second amendment to the Agreement
as of the date hereof upon delivery to the undersigned of duplicate originals
hereof, duly executed by authorized officers of your banks. This Amendment
shall be deemed to be a sealed instrument and shall be governed by and construed
in accordance with the laws of the Commonwealth of Massachusetts.
Please indicate below your concurrence in the foregoing.
HYDE ATHLETIC INDUSTRIES, INC.
By: /s/ Charles A. Gottesman
Agreed:
STATE STREET BANK AND TRUST COMPANY
for itself and as Agent
By: /s/ Richard Flood
CORESTATES BANK, N.A.
By: /s/ Lyle P. Cunningham
EXHIBIT A
$7,500,000 November 1996
On August 1, 1998, FOR VALUE RECEIVED, the undersigned, Hyde Athletic
Industries, Inc., a Massachusetts corporation (the "Borrower"), HEREBY PROMISES
TO PAY to the order of (the "Bank") the principal sum of Seven
Million Five Hundred Thousand Dollars ($7,500,000) or, if less, the aggregate
unpaid principal amount of all Advances made by the Bank to the Borrower
pursuant to the Credit Agreement referred to below, together with interest on
any and all principal amounts remaining unpaid hereunder from time to time
outstanding from the date hereof until payment in full of this Note, payable
monthly in arrears beginning December 1, 1996, and continuing on the first day
of each succeeding month at a fluctuating interest rate per annum equal to the
Prime Rate in effect from time to time unless the Borrower shall have made an
effective election to have one or more Advances bear interest at a Fixed Rate
Option, as defined in the Credit Agreement, in which case such Advance shall
bear interest at the Fixed Rate Option chosen by the Borrower. Each change in
the fluctuating interest rate payable hereunder. "Prime Rate" shall mean the
rate of interest announced by State Street Bank and Trust Company at its Boston
office from time to time as its "Prime Rate." Interest shall be calculated on
the basis of actual days elapsed and a year of 360 days. If any amount due
under this note is not paid in full on the due date, whether as stated or by
acceleration, interest on unpaid balances shall thereafter be payable on demand
at a fluctuating rate equal to 4% per annum above the Prime Rate in effect from
time to time, or if greater, 4% per annum above the Fixed Rate Option then in
effect.
Both principal and interest are payable in lawful money of the United
States of America to the Agent at the office of the Bank located at 225 Franklin
Street, Boston, Massachusetts, in immediately available funds. All Advances
made by the Bank to the Borrower and all payments made on account of principal
hereof shall be recorded by the Bank and Bank's records shall constitute
evidence of the disbursement and repayment of such Advances which shall be
presumed correct in the absence of manifest error.
Any deposits or other sums at any time credited by, or due from the
holder hereof to the Borrower may at any time be applied or set off against
amounts due under this Note and any and all sole, joint or several, secured or
unsecured, due or to become due, now existing or hereafter arising) of the
Borrower to the holder at any time after a Default (as defined in the Credit
Agreement) regardless of the adequacy of collateral.
This note is one of the Revolving Credit Notes referred to in the Credit
Agreement dated August 31, 1993, as amended, among the Bank, the Borrower, State
Street Bank and Trust Company, as agent, and (the "Credit
Agreement"), any Advance outstanding hereunder may be prepaid without penalty at
any time that the Floating Rate Option (as defined in the Credit Agreement) is
in effect. Any Advance outstanding hereunder that bears interest at the Fixed
Rate Option may not be prepaid except upon payment to the holder of certain
amounts provided for in the Credit Agreement. Pursuant to the Credit Agreement,
the maturity of the principal hereof may be accelerated upon the occurrence of a
Default, as defined in the Credit Agreement.
This note is executed as an instrument under seal, and shall be governed
by the laws of Massachusetts.
HYDE ATHLETIC INDUSTRIES, INC.
By: /s/ Charles Gottesman
THIRD AMENDMENT TO CREDIT AGREEMENT
Hyde Athletic Industries, Inc.
13 Centennial Drive
Peabody, Massachusetts 01960-7901
January 31, 1997
State Street Bank and Trust Company,
for itself and as Agent
225 Franklin Street
Boston, Massachusetts 02110
CoreStates Bank, N.A.
P.O. Box 7618
Philadelphia, Pennsylvania 19101-7618
Ladies and Gentlemen:
Reference is made to the Credit Agreement among the undersigned and your
banks dated August 31, 1993, as amended (the "Agreement"). Capitalized terms
used herein without definition shall have the meanings such terms have in the
Agreement.
1. That Section 1.10 of the Agreement be amended to read in its
entirety as follows:
"1.10 FIXED RATE OPTION. Shall mean the Borrower's option pursuant to
Section 2.1(d) and (e) to designate the Eurodollar Rate or a Foreign Rate
(in each case reserve adjusted) as the rate of interest applicable to
certain Advances outstanding under the Revolving Credit Notes subject to
the conditions stated therein."
2. That Section 1.13 of the Agreement be amended to read in its
entirety as follows:
"1.13 INTEREST PERIOD. Shall mean as to any Advance that bears interest
at the Fixed Rate Option, or as to any Foreign Currency Advance, the
period commencing on the date such Advance is disbursed by the Banks (or
the date an Advance of U.S. dollars is converted to a Fixed Rate Option
from the Floating Rate Option) and ending 30, 60 or 90 days later, as
elected by the Borrower."
3. That the reference in Section 1 of the Agreement to "Eurodollar
Reserve Requirement" be amended to read "Applicable Reserve Requirement,"
and that the following be added after the same:
"Foreign Currency Advance" 2.1"
4. That the form of Exhibit A attached hereto be substituted for
Exhibit A to the Agreement.
5. That Sections 2.1(d) and (e) of the Agreement be amended to read in
their entirety as follows:
" (d) So long as neither a Default nor an Event of Default shall
have occurred and be continuing, the Borrower may elect to fix the
interest rate payable on any portion of the Advances that is equal to or
greater than $500,000 at the Eurodollar Rate or a Foreign Rate (reserve
adjusted) upon three Business Days' written notice to the Agent. The
Borrower's right to elect such rates is referred to herein as the 'Fixed
Rate Option.' In no event shall an Interest Period be established for a
period ending subsequent to the Termination Date. In the event that
notice of the Borrower's election of a Fixed Rate Option is received
after 10:00 a.m. on any day, such notice shall be deemed to have been
received on the next Business Day. At the expiration of any Interest
Period, the rate of interest on the Advance bearing interest at the Fixed
Rate Option shall revert to Floating Rate Option unless the Borrower
shall have made an effective election to renew the Fixed Rate Option. As
used herein in the term 'Foreign Rate' shall mean a rate quoted by the
Agent to the Borrower or a Borrowing Subsidiary as the rate at which the
Banks are willing to lend to the Borrower or a Borrowing Subsidiary: (i)
the dollar equivalent of a foreign currency designated by the Borrower or
such Borrowing Subsidiary and approved by the Majority of the Banks in
their discretion for an Interest Period of 90 days, or (ii) a Foreign
Currency Advance."
" (e) The term 'reserve adjusted' as used in this Agreement means,
with respect to each Interest Period during which any portion of the
Advances bears interest at the Eurodollar Rate or a Foreign Rate, the
rate determined in accordance with the following formula:
( LIBOR )
(------------------------------ ) plus 2 equals Reserve adjusted rate
(1 - Applicable Reserve Requirement)
'Applicable Reserve Requirement' as used above means a percentage equal
to the daily average during the applicable Interest Period of the
percentages in effect on each day of such Interest Period, as prescribed
by the Federal Reserve Board, for determining the aggregate maximum
reserve requirements (including all basic, supplemental, marginal and
other reserves) applicable to 'Eurocurrency liabilities' pursuant to
Regulation D or any other regulation of the Federal Reserve Board then
applicable to the Advances which prescribes reserve requirements
applicable to 'Eurocurrency liabilities,' as defined in Regulation D.
Without intending to limit the generality of the foregoing, the
Applicable Reserve Requirement shall reflect any other reserves required
to be maintained by either Bank against: (i) any category of liabilities
that includes deposits by reference to which LIBOR is to be determined,
or (ii) any category of extensions of credit or other assets that
includes any Advance bearing interest at the Eurodollar Rate or a Foreign
Rate. For purposes of this Agreement, each Advance bearing interest at
the Eurodollar Rate or a Foreign Rate shall be deemed to be a
'Eurocurrency liability,' as defined in Regulation D, and shall be deemed
to be subject to such reserve requirements without the benefit of, or
credit for, proration, exceptions or offsets which may be available to
either Bank from time to time under Regulation D."
6. That the following Sections 2.1(f) through (h) be added to the
Agreement following Section 2.1(e):
" (f) So long as neither a Default nor an Event of Default shall
have occurred and be continuing , the Borrower may request the Banks to
make an Advance in any lawful currency which, in the opinion of the
Majority of the Banks, is at such time freely traded in the offshore
interbank foreign exchange markets and is freely transferable and freely
convertible into U.S. dollars (a 'Foreign Currency Advance'). Any such
request shall be made no later than 10:00 o'clock a.m. (Boston time) at
least ten Business Days in advance of the date such Foreign Currency
Advance is proposed to made. The Agent shall promptly notify the Banks
of such request, and shall promptly notify the Borrower of the acceptance
or rejection of such request."
" (g) Each Foreign Currency Advance shall bear interest at the
Foreign Rate applicable to such Advance as quoted to the Borrower by the
Agent. Upon the occurrence of a Default or an Event of Default, all
Foreign Currency Advances shall, at the request of the Majority of the
Banks, be redenominated and converted into U.S. dollars and shall bear
interest at 4% per annum above the Floating Rate Option, and if not so
converted shall bear interest at a rate equal to 4% per annum above the
rate otherwise payable thereon."
" (h) The Agent shall determine the U.S. dollar equivalent of all
Foreign Currency Advances as of the last Business Day of each month, and
shall make appropriate adjustments to the unused portion of each Bank's
Commitment to reflect fluctuations in rates of exchange between U.S.
dollars and all currencies in which Foreign Currency Advances have been
made. In the event that the aggregate of all Advances and the U.S.
dollar equivalent of all Foreign Advances exceeds the Banks' combined
Commitments, the Agent shall give notice to the Borrower to pay to the
Agent a sum equal to such excess in U.S. dollars to reduce the aggregate
amount of Advances and Foreign Currency Advances to an amount that is
less than the combined Commitments of the Bank."
All terms and provisions of the Agreement not amended hereby shall remain
in full force and effect.
The undersigned has delivered to each of the Banks contemporaneously
herewith a promissory note in the form attached hereto as Exhibit A in the
principal amount of $7,500,000. Upon receipt of the notes delivered to you
herewith, please return to the Borrower the promissory notes dated November 29,
1996 in the principal amount of $7,500,000 each previously delivered to the
Banks. The notes delivered to the Banks herewith shall thereafter be deemed to
be the "Revolving Credit Notes" referred to in the Agreement. Each Bank is
authorized to charge the account of the Borrower for all accrued but unpaid
interest on their respective notes dated November 29, 1996, through the date
hereof.
The undersigned represents and warrants to you that, as of the date of the
execution and delivery of this Amendment, each of the representations and
warranties set forth in the Agreement is true and correct except to the extent
that such representations and warranties relate solely to an earlier date and
that no Default or Event of Default as defined in Section 7 of the Agreement has
occurred and is continuing.
The undersigned hereby agrees to pay all costs and expenses, including
reasonable attorneys' fees, incurred by you in connection with the preparation,
negotiation and execution of this Amendment and of the documents and instruments
referred to herein.
This Amendment shall take effect as a third amendment to the Agreement as
of the date hereof upon delivery to the undersigned of duplicate originals
hereof, duly executed by authorized officers of your banks. This Amendment
shall be deemed to be a sealed instrument and shall be governed by and construed
in accordance with the laws of the Commonwealth of Massachusetts.
Please indicate below your concurrence in the foregoing.
HYDE ATHLETIC INDUSTRIES, INC.
By: /s/ Charles A. Gottesman
Agreed:
STATE STREET BANK AND TRUST COMPANY
for itself and as Agent
By: /s/ Richard Flood
CORESTATES BANK, N.A.
By: /s/ Lyle Cunningham
EXHIBIT A
$7,500,000 January, 1997
On August 1, 1998, FOR VALUE RECEIVED, the undersigned, Hyde Athletic
Industries, Inc., a Massachusetts corporation (the "Borrower"), HEREBY PROMISES
TO PAY to the order of (the "Bank") the principal sum of Seven
Million Five Hundred Thousand Dollars ($7,500,000) or, if less, the aggregate
unpaid principal amount of all Advances made by the Bank to the Borrower
pursuant to the Credit Agreement referred to below, together with interest on
any and all principal amounts remaining unpaid hereunder from time to time
outstanding from the date hereof until payment in full of this Note, at the
rates, on the dates and as otherwise provided for in the Credit Agreement.
Upon the occurrence of any Default as defined in the Credit Agreement, the
Bank may increase the rate of interest payable on any Advance to a rate that is
4% per annum above the Prime Rate or 4% per annum above such other rate as is
then payable on such Advance. Each change in the Prime Rate shall be reflected
by a corresponding change in the fluctuating interest rate payable hereunder.
"Prime Rate" shall mean the rate of interest announced by State Street Bank and
Trust Company at its Boston office from time to time as its "Prime Rate."
Interest shall be calculated on the basis of actual days elapsed and a year of
360 days unless a different method of computation of interest is provided for in
the Credit Agreement.
Both principal and interest are payable in lawful money of the United
States of America to the Agent at the office of the Agent located at 225
Franklin Street, Boston, Massachusetts, in immediately available funds. All
Advances made by the Bank to the Borrower and all payments made on account of
principal hereof shall be recorded by the Bank and Bank's records shall
constitute evidence of the disbursement and repayment of such Advances which
shall be presumed correct in the absence of manifest error.
Any deposits or other sums at any time credited by, or due from the holder
hereof to the Borrower may at any time be applied or set off against amounts due
under this Note and any and all other liabilities (direct or indirect, absolute
or contingent, sole, joint or several, secured or unsecured, due or to become
due, now existing or hereafter arising) of the Borrower to the holder at any
time after a Default (as defined in the Credit Agreement) regardless of the
adequacy of collateral.
This note is one of the Revolving Credit Notes referred to in the Credit
Agreement dated August 31, 1993, as amended, among the Bank, the Borrower, State
Street Bank and Trust Company, as agent, and (the "Credit
Agreement"), and is entitled to the benefits thereof. Pursuant to the Credit
Agreement, any Advance outstanding hereunder may be prepaid without penalty at
any time that the Floating Rate Option (as defined in the Credit Agreement) is
in effect. Any Advance outstanding hereunder that bears interest at the Fixed
Rate Option may not be prepaid except upon payment to the holder of certain
amounts provided for in the Credit Agreement. Pursuant to the Credit Agreement,
the maturity of the principal hereof may be accelerated upon the occurrence of a
Default, as defined in the Credit Agreement.
This note is executed as an instrument under seal, and shall be governed
by the laws of Massachusetts.
HYDE ATHLETIC INDUSTRIES, INC.
By: /s/ Charles A. Gottesman