FIRST AMENDMENT TO THE CREDIT AGREEMENT
FIRST AMENDMENT, dated as of September 14, 1998, among AUTHENTIC FITNESS
PRODUCTS INC. (the 'Borrower'), AUTHENTIC FITNESS CORPORATION ('Parent'), the
Lenders party to the Credit Agreement referred to below, THE BANK OF NOVA SCOTIA
('Scotiabank') and GENERAL ELECTRIC CAPITAL CORPORATION ('GE Capital'), as
Agents (the 'Agents') for the Lenders thereunder, SCOTIABANK, as Administrative
Agent and Paying Agent for the Lenders thereunder and as Swing Line Bank and the
Fronting Bank thereunder, GE CAPITAL, as Documentation Agent and Collateral
Agent for the Lenders thereunder, and SOCIETE GENERALE, as Co-Agent for the
Lenders thereunder.
W I T N E S S E T H :
WHEREAS, the parties hereto have entered into that certain Restated Credit
Agreement, dated as of March 18, 1998 (such Agreement, as amended, supplemented
or otherwise modified from time to time, being hereinafter referred to as the
'Credit Agreement,' and capitalized terms defined therein and not otherwise
defined herein being used herein as therein defined); and
WHEREAS, the Borrower desires to have the Lenders amend certain provisions
of the Credit Agreement; and
WHEREAS, the Lenders have agreed to such amendment upon the terms and
subject to the conditions provided herein;
NOW, THEREFORE, in consideration of the premises, covenants and agreements
contained herein, and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:
SECTION 1. Amendments. The Lenders, the Agents, the Borrower and Parent
hereby agree to the following amendments to the Credit Agreement:
(a) Section 5.02(g)(ii)(C) of the Credit Agreement is hereby amended to
read as follows:
'(C) repurchase shares of its common stock and make cash payments
under the Stock Repurchase Program in an aggregate amount not to
exceed $50,000,000 plus the amount of cash payments made by
Citibank, N.A. to Parent under the Stock Repurchase Program;'
(b) Section 5.04(c) of the Credit Agreement is hereby amended to read as
follows:
'(c) Maximum Total Debt to EBITDA Ratio. Maintain, as of the end of
each fiscal month, a ratio of Total Debt to Consolidated EBITDA of
Parent and its Subsidiaries for the period of twelve fiscal months
ending at the end of each such fiscal month of not greater than the
amount set forth below for each fiscal month ending during the
period set forth below:
TWELVE FISCAL MONTH PERIOD
ENDING ON OR ABOUT RATIO
- - --------------------------------------------- ---------
June 30, 1997 - August 31, 1997 3.25:1.00
September 30, 1997 - May 31, 1999 3.00:1.00
June 30, 1999 and thereafter 2.75:1.00
SECTION 2. Conditions to Effectiveness. This Amendment shall become
effective as of the date hereof when, and only when, the Agents shall have
received (a) counterparts of this Amendment executed by Parent, the Borrower and
a Supermajority of Lenders or, as to the Lenders, advice satisfactory to the
Agents that such Lenders have executed this Amendment, (b) a copy of the annexed
Consent of Guarantors executed by the parties thereto and (c) the fee referred
to in the first sentence of Section 5 hereof.
SECTION 3. Representations and Warranties. Parent and the Borrower hereby
jointly and severally represent and warrant to the Lenders and the Agents as
follows:
(a) After giving effect to this Amendment, each of the representations and
warranties in Article IV of the Credit Agreement and in the other Loan Documents
are correct on and as of the date hereof as though made on and as of such date,
except to the extent any such representation or warranty expressly relates to an
earlier date.
(b) After giving effect to this Amendment, no Default or Event of Default
has occurred and is continuing as of the date hereof.
(c) The execution, delivery and performance by Parent and the Borrower of
this Amendment have been duly authorized by all necessary or proper corporate
action and do not require the consent or approval of any Person which has not
been obtained.
(d) This Amendment has been duly executed an delivered by the Borrower and
Parent and each of this Amendment and the Credit Agreement as amended hereby
constitutes the legal, valid and binding obligation of the Borrower and Parent,
enforceable against them in accordance with its terms.
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SECTION 4. Reference to and Effect on the Loan Documents. (a) Upon the
effectiveness of this Amendment, on and after the date hereof, each reference in
the Credit Agreement and the other Loan Documents to 'this Agreement,'
'hereunder,' 'hereof,' 'herein,' or words of like import, shall mean and be a
reference to the Credit Agreement as amended hereby.
(b) Except to the extent waived or amended herein, the provisions of the
Credit Agreement and all of the other Loan Documents shall remain in full force
and effect and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any right, power or
remedy of the Lenders or the Agents under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.
SECTION 5. Fees, Costs and Expenses. Parent and the Borrower agree to pay
to the Administrative Agent for the benefit of the Lenders, based on their Pro
Rata Shares, a fee in the amount of $215,000. Parent and the Borrower further
agree to pay on demand (i) all costs, fees and expenses of the Agents in
connection with the preparation, execution and delivery of this Amendment and
the other instruments and documents to be delivered pursuant hereto, including
the reasonable fees and out-of-pocket expenses of counsel for the Agents with
respect thereto.
SECTION 6. Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same instrument.
SECTION 7. Governing Law. This Amendment shall be governed by and construed
and interpreted in accordance with the laws of the State of New York applicable
to contracts made and performed in such state, without regard to the principles
thereof regarding conflict of laws.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as
of the date first above written.
AUTHENTIC FITNESS PRODUCTS INC.
By: Stanley P. Silverstein
__________________________________
Name: Stanley P. Silverstein
Title: Acting General Counsel
AUTHENTIC FITNESS CORPORATION
By: Stanley P. Silverstein
__________________________________
Name: Stanley P. Silverstein
Title: Acting General Counsel
THE BANK OF NOVA SCOTIA
By: John Hopmans
___________________________________
Name: John Hopmans
Title: Senior Relationship Manager
GENERAL ELECTRIC CAPITAL
CORPORATION
By: Peggy Erlenkotter
___________________________________
Name: Peggy Erlenkotter
Title: Duly Authorized Signatory
SOCIETE GENERALE
By: Robert Petersen
___________________________________
Name: Robert Petersen
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By: Albert W. Kelly
___________________________________
Name: Albert W. Kelly
Title: Vice President
NATIONSBANK, N.A.
By: David H. Dinkins
___________________________________
Name: David H. Dinkins
Title: Vice President
FLEET BANK, N.A.
By: Steven R. Navarro
___________________________________
Name: Steven R. Navarro
Title: Senior Vice President
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COMMERZBANK AG, New York Branch
By: Peter Doyle By: Robert Donohue
________________________________ _________________________________
Name: Peter Doyle Name: Robert Donohue
Title: Assistant Vice President Title: Vice President
FIRST UNION NATIONAL BANK
By: John P. Longhine
___________________________________
Name: John P. Longhine
Title: Senior Vice President
THE BANK OF NEW YORK
By: Eliza S. Adams
___________________________________
Name: Eliza S. Adams
Title: Vice President
BANKBOSTON, N.A.
By: Nancy E. Fuller
___________________________________
Name: Nancy E. Fuller
Title: Director
CITICORP USA, INC.
By: ___________________________________
Name:
Title:
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CONSENT OF GUARANTORS
The undersigned, a party to the Subsidiary Guaranty, Security Agreement and
Trademark, Patent and Copyright Security Agreement, each dated as of September
6, 1996, as amended, hereby consents to the terms of the foregoing Amendment
dated as of September 14, 1998 (to which this Consent is annexed) and confirms
that such Subsidiary Guaranty, Security Agreement and Trademark, Patent and
Copyright Security Agreement remain in full force and effect and continue to
secure the Obligations pursuant to the terms thereof.
Dated as of September 14, 1998
AUTHENTIC FITNESS RETAIL INC.
BY: Stanley P. Silverstein
__________________________________
NAME: Stanley P. Silverstein
TITLE: Acting General Counsel
CCC ACQUISITION CORP.
BY: Stanley P. Silverstein
__________________________________
NAME: Stanley P. Silverstein
TITLE: Acting General Counsel
CCC ACQUISITION REALTY CORP.
BY: Stanley P. Silverstein
__________________________________
NAME: Stanley P. Silverstein
TITLE: Acting General Counsel
CCC TEN. CORP.
BY: Stanley P. Silverstein
__________________________________
NAME: Stanley P. Silverstein
TITLE: Acting General Counsel
CCC CAL. CORP.
BY: Stanley P. Silverstein
__________________________________
NAME: Stanley P. Silverstein
TITLE: Acting General Counsel
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