AMENDMENT, CONSENT AND WAIVER
THIS AMENDMENT, CONSENT AND WAIVER dated as of March 11, 1998 (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.
WITNESSETH
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 Borrower has requested certain modifications under of the
Credit Agreement;
WHEREAS, such modifications and waiver requires the consent of the
Required Banks;
WHEREAS, the Required Banks have consented to the requested
modifications and waiver 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. Section I.1. of the Credit Agreement is amended to add the following
definitions:
"Consolidated EBITDA" means for any period for the
Consolidated Borrower Group, the sum of Consolidated Net Income plus Interest
Charges plus all provisions for any federal, state or other domestic and foreign
income taxes plus depreciation and amortization, in each case on a consolidated
basis determined in accordance with generally accepted accounting principles
applied on a consistent basis, but excluding for purposes hereof extraordinary
gains and losses and related tax effects thereon. Except as otherwise expressly
provided, the applicable period shall be for the four consecutive fiscal
quarters ending as of the date of determination.
"Consolidated Leverage Ratio" means, as of the last day of any fiscal
quarter, the ratio of Consolidated Funded Debt on such day to Consolidated
EBITDA for the period of four consecutive fiscal quarters ending as of such day.
2. In Section I.1. of the Credit Agreement the pricing grid in the
definition of "Applicable Percentage" is amended to read as follows:
Applicable Percentage
---------------------
Eurodollar Loans Standby
Consolidated and Letter of
Leverage Fed Funds Adjusted CD Credit Commitment
Ratio Swingline Loans Loans Fee Fee
----- --------------- ----- --- ---
> 5.75 2.50% 2.625% 2.50% 0.500%
< 5.75 but >5.00 2.25% 2.375% 2.25% 0.500%
-
< 5.00 but >4.25 2.00% 2.125% 2.00% 0.375%
-
< 4.25 but >3.50 1.75% 1.875% 1.75% 0.375%
-
< 3.50 but >2.75 1.50% 1.625% 1.50% 0.250%
-
< 2.75 1.25% 1.375% 1.25% 0.250%
-
3. In the first sentence of Section 2.11(b) of the Credit Agreement the
phrase "of one-fourth of one percent (1/4%)" is deleted and replaced with "equal
to the Applicable Percentage for the Commitment fee".
4. In Section 6.11(a) regarding Consolidated Tangible Net Worth, the
reference to "$130,000,000" is modified and replaced with the following:
"$118,000,000 beginning the Determination Date occurring as of the
end of the second fiscal quarter of 1998 and thereafter"
5. Section 6.11(b) of the Credit Agreement is amended to read as
follows:
(b) Consolidated Funded Debt to Consolidated Tangible Capitalization
Ratio. On each Determination Date the Borrower will not permit the ratio of the
aggregate outstanding principal amount of Consolidated Funded Debt to
Consolidated Tangible Capitalization to exceed:
Fiscal Year 1QE 2QE 3QE 4QE
1998 .73 .78 .78 .71
1999 .70 .70 .70 .65
2000 .65 .60 .60 .60
and on each Determination Date thereafter at .60.
6. Section 6.11(C) of the Credit Agreement is amended to read as
follows:
( c ) Fixed Charges Coverage Ratio. The Borrower will keep and
maintain as of each Determination Date to occur during the periods shown a ratio
of Net Income Available for Fixed Charges to Fixed Charges for a period of four
consecutive fiscal quarters ending as of the Determination Date of not less
than:
Fiscal Year 1QE 2QE 3QE 4QE
----------- --- --- --- ---
1998 .80 .85 1.05 1.25
1999 1.25 1.25 1.25 1.25
and on each Determination Date thereafter at 1.25.
7. The Required Banks hereby waive any Default or Event of Default
which existed or may have existed prior to the effective date of this Amendment
solely on account of noncompliance with the Fixed Charges Coverage Ratio under
Section 6.11( c ) of the Credit Agreement prior to its amendment hereunder.
8. The Borrower hereby represents and warrants in connection herewith
that as of the date hereof (after giving effect hereto) (i) the representations
and warranties set forth in Section 5 of the Credit Agreement are true and
correct in all material respects (except those which expressly relate to an
earlier date), and (ii) no Default or Event of Default presently exists under
the Credit Agreement.
9. The effectiveness of this Amendment is subject to satisfaction of
the following conditions:
(a) receipt by the Administrative Agent of copies of this Amendment
executed by the Credit Parties and Required Lenders;
(b) receipt by the Administrative Agent of corporate resolutions and
legal opinions relating to this Amendment in form and substance satisfactory to
the Administrative Agent and Required Lenders; and
(c) receipt by the Administrative Agent of an amendment fee of 12.5
b.p.s. on the Commitment of the Lenders approving this Amendment.
10. Except as expressly modified hereby, all of the terms and
provisions of the Credit Agreement remain in full force and effect.
11. 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.
12. 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.
13. This Amendment, as the Credit Agreement, 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.
(Remainder of Page Intentionally Left Blank)
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: /s/ Suzanne H. Wood
_______________________________
Title: Vice President & CFO
GUARANTORS:
DOMINION STORES, INC.,
a Virginia corporation
By: /s/ Suzanne H. Wood
______________________________
Title: Vice President
LOGOATHLETIC, INC.,
a Virginia corporation
By: Suzanne H. Wood
______________________________
Title: Chief Financial Officer
LOGOATHLETIC HEADWEAR, INC.
a Massachusetts corporation
By: Suzanne H. Wood
______________________________
Title: Chief Financial Officer
CALIFORNIA SHIRT SALES, INC.
By: Suzanne H. Wood
______________________________
Title: Vice President
BANKS:
NATIONSBANK, N.A.,
individually in its capacity as a
Bank and in its capacity as Administrative Agent
By:______________________________
Title:
CORESTATES BANK, N.A.,
individually in its capacity as a Bank
and in its capacity as a Co-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:
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK
By:______________________________
Title: