SIXTH AMENDMENT TO CREDIT AGREEMENT
SIXTH AMENDMENT TO CREDIT AGREEMENT, dated as of August 15,
1995 (this "Amendment"), to the Revolving Credit, Factoring and
Security Agreement, dated as of September 20, 1993, as amended by
letter agreement Re: Amendment to Credit Agreement with respect to
the Mississippi Property, dated June 14, 1994, (the "First
Amendment"), and by letter agreement Re: Amendment to Credit
Agreement with respect to Additional Guarantors, dated August 24,
1994 (the "Second Amendment"), and by the Third Amendment to Credit
Agreement, dated as of February 25, 1995 (the "Third Amendment"),
and by the Fourth Amendment to Credit Agreement, dated as of March
1, 1995 (the "Fourth Amendment"), and by the Fifth Amendment to
Credit Agreement, dated as of June 28, 1995 (the "Fifth Amendment")
(as so amended, and as further amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), between THE
CIT GROUP/COMMERCIAL SERVICES, INC. ("Lender") and SALANT
CORPORATION ("Borrower").
W I T N E S S E T H :
WHEREAS, Lender and Borrower are parties to the Credit
Agreement; and
WHEREAS, Borrower has requested Lender to amend the
Credit Agreement to increase the Maximum Credit (as defined
therein) for the months of August, September and October of 1995;
and
WHEREAS, Lender is willing to make such amendment to the
Credit Agreement upon the terms and subject to the conditions set
forth in this Amendment.
NOW, THEREFORE, in consideration of the premises, the
parties hereto agree, effective as of the Effective Date hereof (as
defined below), as follows:
1. Defined Terms. Initially capitalized terms used and
not otherwise defined herein shall have their respective meanings
as defined in the Credit Agreement.
2. Ledger Debt. The following defined term is hereby
added to Section 1 of the Credit Agreement, as Section 1.50.1
thereof:
"1.50.1 'Ledger Debt' shall mean all now existing and
hereafter arising indebtedness of Borrower to Lender relating to
Borrower's purchase of goods or services from any Person whose
accounts receivable are factored or financed by Lender."
3. Obligations. Section 1.63 of the Credit Agreement
is amended in its entirety to read as follows:
"1.63 'Obligations' shall mean any and all
obligations, liabilities and indebtedness of Borrower to
Lender of every kind and description now existing and
hereafter arising under this Agreement and the other
Financing Agreements, however evidenced, whether direct
or indirect, absolute or contingent, joint or several,
secured or unsecured, due or not due, primary or
secondary, liquidated or unliquidated, whether arising
before, during or after the initial or any renewal term
hereof, or after the commencement of any case with
respect to Borrower under the Bankruptcy Code or any
similar statute, including, without limitation, all
principal, interest, financing charges, early termination
and other fees, commissions and expenses payable to
Lender, including, but not limited to, reasonable
attorneys' fees and disbursements, chargeable to Borrower
and due from Borrower under this Agreement and the other
Financing Agreements, and including, but not limited to,
all Ledger Debt."
4. Maximum Credit. Section 3.3 of the Credit
Agreement is amended in its entirety as follows:
"3.3 Maximum Credit
The aggregate principal amount of the Revolving Loans and
Letter of Credit Accommodations at any time outstanding (the
"Maximum Credit") shall not exceed $120,000,000, provided, however,
that solely for, and at all times during, the months of March,
April, May, June, July, August, September and October of 1995, such
outstanding amount shall not exceed the amount set forth below
opposite each such month, and provided further, however, that
during the first twenty (20) days of each month, the Maximum Credit
may equal but not exceed the higher of (i) the Maximum Credit on
the last day of the immediately preceding month or (ii) the amount
set forth below opposite such month:
Month Amount
March $132,000,000
April $135,000,000
May $130,000,000
June $132,000,000
July $130,000,000
August $135,000,000
September $135,000,000
October $130,000,000
Notwithstanding anything to the contrary contained
herein, the Maximum Credit as of November 21, 1995
and thereafter shall not exceed $120,000,000."
5. Conduct of Accounts; Cross-Collateralization. Section
3.7(d) of the Credit Agreement is amended in its entirety as
follows:
"(d) All loans, advances, interest, fees, commissions,
costs, expenses, or other charges hereunder, under the
other Financing Agreements or in connection herewith or
therewith, and any and all Revolving Loans, and, upon the
occurrence and during the continuance of an Event of
Default, any and all Ledger Debt, may be charged directly
to any account(s) of Borrower maintained by Lender."
6. Events of Default.
(a) Section 8.1(a)of the Credit Agreement is amended in
its entirety as follows:
"(a) Borrower shall fail to pay any of the
Obligations (other than Ledger Debt) when due; or".
(b) The "," at the end of Section 8.1(r) is hereby
deleted and replaced with "; or ".
(c) The following subsection is added to Section 8.1 as
Section 8.1(s) thereof:
"(s) Borrower shall fail to pay Ledger Debt which
is due and payable without any claim or right of
offset in an aggregate amount of at least Two
Million Five Hundred Thousand $2,500,000 Dollars
for more than sixty (60) days beyond the due date
thereof."
7. Effectiveness. This Amendment shall become
effective on the date (the "Effective Date") Lender shall have
received each of the following:
(a) The written consent of all Participants to the
execution and delivery of this Amendment by Lender.
(b) Counterparts of this Amendment, duly executed and
delivered by Borrower and Lender.
(c) The due execution of the Consent of Guarantors
attached hereto as Exhibit A, executed by all of the Guarantors.
8. Continuing Effect of Credit Agreement. Except as
expressly amended, no other amendments or modification to the
Credit Agreement are intended or implied and the Credit Agreement
remains in full force and effect in accordance with all of its
existing terms and provisions.
9. Counterparts. This Amendment may be executed in one
or more counterparts, each of which when executed shall be deemed
an original and all of which, when taken together, shall constitute
but one and the same instrument.
IN WITNESS WHEREOF, Lender and Borrower have caused this
Amendment to be duly executed and delivered in New York, New York
by their proper and duly authorized officers as of the day and year
first above written.
THE CIT GROUP/COMMERCIAL SERVICES, INC.
By:
Title:
SALANT CORPORATION
By:
Title:
CONSENT OF GUARANTORS
Each of the undersigned, CLANTEXPORT, INC., DENTON MILLS,
INC, FROST BROS. ENTERPRISES, INC., SLT SOURCING, INC. and VERA
LICENSING, INC., each a Guarantor under its respective Guarantee,
each dated as of September 30, 1993 and SALANT CANADA INC. and J.J.
FARMER CLOTHING, INC. each a Guarantor under its respective
Guaranty (Unlimited Liability), each dated as of September 20, 1994
(individually, in the case of each of the foregoing Guarantors, its
"Guarantee"), made in favor of The CIT Group/Commercial Services,
Inc. ("Lender") pursuant to the Credit Agreement as defined in the
Sixth Amendment to Credit Agreement, dated as of August ,
1995, between Lender and Borrower (the "Amendment") to which this
Consent is attached, hereby consents to the Amendment and hereby
confirms and agrees that its Guarantee is, and shall continue to
be, in full force and effect and is hereby ratified and confirmed
in all respects except that, on or after the Effective Date (as
defined in the Amendment), each reference in its Guarantee to "the
Credit Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement shall mean and be a reference to
the Credit Agreement as amended by the Amendment.
IN WITNESS WHEREOF, each of the undersigned has caused
this Consent of Guarantors to be duly executed and delivered by its
authorized officer as of the 15th day of August, 1995.
CLANTEXPORT, INC. FROST BROS. ENTERPRISES, INC.
By: By:
Title: Title:
DENTON MILLS, INC. SLT SOURCING, INC.
By: By:
Title: Title:
VERA LICENSING, INC. SALANT CANADA INC.
By: By:
Title: Title:
J.J. FARMER CLOTHING INC.
By:
Title: