EXHIBIT 99(o)
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT
NANTUCKET INDUSTRIES, INC.
105 Madison Avenue
New York, New York 10016
July 31, 1996
Congress Financial Corporation
1133 Avenue of the Americas
New York, New York 10036
Gentlemen:
Congress Financial Corporation ("Lender") and Nantucket Industries,
Inc. ("Borrower") have entered into certain financing arrangements pursuant to
which Lender may make loans and advances and provide other financial
accommodations to Borrower as set forth in the Loan and Security Agreement,
dated March 21, 1994, between Lender and Borrower, as amended by Amendment No. 1
to Loan and Security Agreement, dated May 31, 1996 (as amended hereby and as the
same may hereafter be further amended, modified, supplemented, extended,
renewed, restated or replaced, the "Loan Agreement," and together with all
agreements, documents and instruments at any time executed and/or delivered in
connection therewith or related thereto, collectively, the "Financing
Agreements").
Borrower has requested that Lender reduce, effective as of June 1,
1996, the amount of the Adjusted Net Worth covenant Borrower is required to
maintain, and Lender is willing to agree to the foregoing, subject to the terms
and conditions contained herein.
In consideration of the foregoing, the respective agreements and
covenants contained herein, and other good and valuable consideration, the
adequacy and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. Definitions. For purposes of this Amendment, unless otherwise
defined herein, all terms used herein shall have the respective meanings
assigned to such terms in the Loan Agreement.
2. Adjusted Net Worth. Effective as of June 1, 1996, Section 9.14 of
the Loan Agreement is hereby deleted in its entirety and replaced with the
following:
"9.14 Adjusted Net Worth. Borrower shall, at all times, maintain
Adjusted Net Worth of not less than $4,500,000."
3. Amendment Fee. In addition to all other fees, charges, interest and
expenses payable by Borrower to Lender under the Loan Agreement and the other
Financing Agreements, Borrower
hereby agrees to pay to Lender a fee for this Amendment in an amount equal to
$5,000, which amount shall be payable simultaneously with the execution hereof,
and which amount is fully earned as of the date hereof, and may be charged
directly to Borrower's loan account maintained by Lender.
4. Additional Representations and Warranties. Each of Borrower and
Guarantor represents, warrants and covenants with and to Lender as follows,
which representations, warranties and covenants are continuing and shall survive
the execution and delivery hereof, and the truth and accuracy of, or compliance
with each, together with the representations, warranties and covenants in the
other Financing Agreements, being a continuing condition of the making of Loans
by Lender to Borrower:
(a) The failure of Borrower to comply with the covenants,
conditions and agreements contained herein or in any other agreement, document
or instrument at any time executed and/or delivered by Borrower with, to or in
favor of Lender shall constitute an Event of Default under the Financing
Agreements.
(b) No Event of Default or act, condition or event which with
notice or passage of time or both would constitute an Event of Default exists or
has occurred as of the date of this Amendment (after giving effect to the
amendments to the Financing Agreements made by this Amendment).
(c) This Amendment has been duly executed and delivered by
Borrower and Guarantor and is in full force and effect as of the date hereof and
the agreements and obligations of Borrower and Guarantor contained herein
constitute legal, valid and binding obligations of Borrower and Guarantor
enforceable against Borrower and Guarantor in accordance with their respective
terms.
5. Conditions to Effectiveness of Amendment. The effectiveness of the
other provisions of this Amendment shall be subject to the satisfaction of each
of the following additional conditions precedent:
(a) Lender shall have received, in form and substance
satisfactory to Lender, an executed original or executed original counterparts
of this Amendment, as the case may be; and
(b) no Event of Default shall exist or have occurred and no
event shall have occurred or exist which with notice or passage of time or both
would constitute an Event of Default.
6. Effect of this Amendment. Except as modified pursuant hereto, no
other changes or modifications to the Financing Arrangements are intended or
implied and in all other respects the Financing Agreements are hereby
specifically ratified, restated and confirmed by all parties hereto as of the
effective
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date hereof. To the extent of conflict between the terms of this Amendment and
the other Financing Agreements, the terms of this Amendment shall control. The
Loan Agreement and this Amendment shall be read and be construed as one
agreement.
7. Further Assurances. The parties hereto shall execute and deliver
such additional documents and take such additional action as may be necessary or
desirable to effectuate the provisions and purposes of this Amendment.
8. Governing Law. The validity, interpretation and enforcement of this
Amendment and any dispute arising out of the relationship between the parties
hereto in connection with this Amendment, whether in contract, tort, equity or
otherwise, shall be governed by the internal laws of the State of New York
(without giving effect to principles of conflicts of law)
9. Binding Effect. This Amendment shall be binding upon and inure to
the benefit of each of the parties hereto and their respective successors and
assigns.
10. Counterparts. This Amendment may, be executed in any number of
counterparts, but all of such counterparts shall together constitute but one and
the same agreement. In making proof of this Amendment, it shall not be necessary
to produce or account for more than one counterpart thereof signed by each of
the parties hereto.
Please sign the enclosed counterpart of this Amendment in the space
provided below whereupon this Amendment as so accepted by Lender, shall become a
binding agreement. among Borrower, Guarantor and Lender.
Very truly yours,
NANTUCKET INDUSTRIES, INC.
By: /s/ Ronald S. Hoffman
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Title: VP - Finance
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ACKNOWLEDGED:
NANTUCKET MILLS, INC.
By: /s/ Steven M. Samberg
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Title: Chairman
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AGREED:
CONGRESS FINANCIAL CORPORATION
By /s/ Laurence S. Forte
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Title: VICE PRESIDENT
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