NINTH AMENDMENT TO
CREDIT AGREEMENT
THIS NINTH AMENDMENT TO CREDIT AGREEMENT (hereinafter, this "Amendment")
is entered into as of March 31, 1999 among PLUMA, INC., a North Carolina
corporation (the "Borrower") and NATIONSBANK, N.A., as Agent for and on behalf
of the Lenders (the "Agent"). Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings given to them in the Credit
Agreement.
RECITALS
WHEREAS, the Borrower, the Agent and the Lenders are parties to that
certain Credit Agreement dated as of April 23, 1998, as amended by that certain
First Amendment to Credit Agreement and Waiver between the Borrower and the
Agent for and on behalf of the Lenders dated as of August 27, 1998, by that
certain Second Amendment to Credit Agreement between the Borrower and the Agent
for and on behalf of the Lenders dated as of September 30, 1998, by that certain
Third Amendment to Credit Agreement between the Borrower and the Agent for and
on behalf of the Lenders dated as of November 16, 1998, by that certain Fourth
Amendment to Credit Agreement between the Borrower and the Agent for and on
behalf of the Lenders dated as of December 11, 1998, by that certain Fifth
Amendment to Credit Agreement between the Borrower and the Agent for and on
behalf of the Lenders dated as of December 31, 1998, by that certain Sixth
Amendment to Credit Agreement between the Borrower and the Agent for and on
behalf of the Lenders dated as of January 29, 1999, by that certain Seventh
Amendment to Credit Agreement between the Borrower and the Agent for and on
behalf of the Lenders dated as of March 1, 1999, and by that certain Eighth
Amendment to Credit Agreement between the Borrower and the Agent for and on
behalf of the Lenders dated as of March 15, 1999 (as further amended, modified,
supplemented, extended or restated from time to time, the "Credit Agreement");
WHEREAS, the Borrower and the Agent on behalf of the Lenders are parties
to that certain Forbearance Agreement dated as of November 16, 1998, as amended
by an Amendment to Forbearance Agreement dated as of December 31, 1998, by a
Second Amendment to Forbearance Agreement dated as of January 29, 1999, by a
Third Amendment to Forbearance Agreement dated as of March 1, 1999, by a Fourth
Amendment to Forbearance Agreement dated as of March 15, 1999, and by a Fifth
Amendment to Forbearance Agreement dated as of the date hereof (as further
amended, modified, supplemented, extended or restated from time to time, the
"Forbearance Agreement"); and
WHEREAS, the parties desire to amend certain terms of the Credit
Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Reaffirmation of Existing Debt. The Credit Parties acknowledge and
confirm: (a) that the Agent, on behalf of the Lenders, has a valid and
enforceable first priority perfected security interest in the Collateral subject
only to certain Permitted Liens, (b) that the Borrower's obligation
to repay the outstanding principal amount of the Loans and reimburse the Issuing
Lender for any drawing on a Letter of Credit is unconditional and not subject to
any offsets, defenses or counterclaims, (c) that the Agent and the Lenders have
performed fully all of their respective obligations under the Credit Agreement,
the Forbearance Agreement and the other Credit Documents, and (d) by entering
into this Amendment, the Lenders do not waive or release any term or condition
of the Credit Agreement, the Forbearance Agreement or any of the other Credit
Documents or any of their rights or remedies under such Credit Documents or
applicable law or any of the obligations of any Credit Party thereunder.
2. Amendments. The Credit Agreement is hereby amended in the following
respects:
(a) The definition of "Borrowing Base" set forth in Section 1.1
of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:
"BORROWING BASE" MEANS, AS OF ANY DAY, THE SUM OF (A) 85%
OF ELIGIBLE RECEIVABLES, (B) 60% OF ELIGIBLE INVENTORY, IN EACH
CASE AS SET FORTH IN THE MOST RECENT BORROWING BASE CERTIFICATE
DELIVERED TO THE AGENT AND THE LENDERS IN ACCORDANCE WITH THE
TERMS OF SECTION 7.1(E) AND (C) DURING THE PERIOD (I) FROM AND
INCLUDING MARCH 31, 1999 THROUGH AND INCLUDING JUNE 29, 1999,
$18,000,000, (II) FROM AND INCLUDING JUNE 30, 1999 THROUGH AND
INCLUDING JULY 30, 1999, $19,500,000, (III) FROM AND INCLUDING
JULY 31, 1999 THROUGH AND INCLUDING AUGUST 30, 1999, $16,100,000,
(IV) FROM AND INCLUDING AUGUST 31, 1999 THROUGH AND INCLUDING
SEPTEMBER 29, 1999, $14,500,000 AND (V) AFTER SEPTEMBER 29, 1999,
$0.
(b) The definition of "Revolving Committed Amount" set forth in
Section 1.1 of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:
"REVOLVING COMMITTED AMOUNT" MEANS (I) DURING THE PERIOD
FROM AND INCLUDING MARCH 31, 1999 THROUGH AND INCLUDING JULY 30,
1999, SIXTY THREE MILLION DOLLARS ($63,000,000) OR SUCH LESSER
AMOUNT AS THE REVOLVING COMMITTED AMOUNT MAY BE REDUCED PURSUANT
TO SECTION 3.4, (II) DURING THE PERIOD FROM AND INCLUDING JULY
31, 1999 THROUGH AND INCLUDING AUGUST 30, 1999, FIFTY FIVE
MILLION SIX HUNDRED THOUSAND DOLLARS ($55,600,000), OR SUCH
LESSER AMOUNT AS THE REVOLVING COMMITTED AMOUNT MAY BE REDUCED
PURSUANT TO SECTION 3.4 AND (III) AFTER AUGUST 30, 1999, FIFTY
THREE MILLION DOLLARS ($53,000,000), OR SUCH LESSER AMOUNT AS THE
REVOLVING COMMITTED AMOUNT MAY BE REDUCED PURSUANT TO SECTION
3.4.
(c) Section 2.3(c) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
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PRINCIPAL AMORTIZATION TERM LOAN PRINCIPAL
PAYMENT DATES AMORTIZATION PAYMENT
- --------------------------- ------------------------
September 30, 1999 $4,000,000
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October 29, 1999 $2,000,000
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January 31 , 2000 $2,000,000
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April 28, 2000 $2,500,000
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July 31, 2000 $2,500,000
- --------------------------- ------------------------
October 31, 2000 $2,500,000
- --------------------------- ------------------------
January 31, 2001 $2,500,000
- --------------------------- ------------------------
April 30, 2001 $3,000,000
- --------------------------- ------------------------
July 31, 2001 $3,000,000
- --------------------------- ------------------------
October 31, 2001 $3,000,000
- --------------------------- ------------------------
January 31, 2002 $3,000,000
- --------------------------- ------------------------
April 30, 2002 $3,750,000
- --------------------------- ------------------------
July 31, 2002 $3,750,000
- --------------------------- ------------------------
October 31, 2002 $3,750,000
- --------------------------- ------------------------
January 31, 2003 $3,750,000
- --------------------------- ------------------------
Total $45,000,000
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3. Miscellaneous.
(a) The term "Credit Agreement" as used in each of the Credit
Documents shall hereafter mean the Credit Agreement as amended by this
Amendment. Except as herein specifically agreed, the Credit Agreement,
and the obligations of the Credit Parties thereunder and under the other
Credit Documents, are hereby ratified and confirmed and shall remain in
full force and effect according to their terms.
(b) The Borrower hereby represents and warrants as follows:
(i) It has taken all necessary action to authorize the
execution, delivery and performance of this Amendment.
(ii) This Amendment has been duly executed and delivered
by the Borrower and constitutes the Borrower's legal, valid and binding
obligations, enforceable in accordance with its terms, except as such
enforceability may be subject to (a) bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or similar
laws affecting creditors' rights generally and (b) general principles of
equity (regardless of whether such enforceability is considered in a
proceeding at law or in equity).
(iii) No consent, approval, authorization or order of, or
filing, registration or qualification with, any court or governmental
authority or third party is required in connection with the execution,
delivery or performance by the Borrower of this Amendment.
(c) The Borrower represents and warrants to the Lenders that (i)
except for the representation contained in Section 6.2(a) with respect
to matters previously disclosed to the Lenders, the representations and
warranties of the Credit Parties set forth in Section 6 of the
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Credit Agreement are true and correct as of the date hereof and (ii)
other than the Acknowledged Events of Default (as defined in the
Forbearance Agreement) no unwaived event has occurred and is continuing
which constitutes a Default or an Event of Default.
(d) This Amendment may be executed in any number of counterparts,
each of which when so executed and delivered shall be an original, but
all of which shall constitute one and the same instrument. Delivery of
an executed counterpart of this Amendment by telecopy shall be effective
as an original and shall constitute a representation that an executed
original shall be delivered.
(e) The Borrower hereby releases the Agent, the Lenders, and the
Agent's and the Lenders' respective officers, employees,
representatives, agents, counsel and directors from any and all actions,
causes of action, claims, demands, damages and liabilities of whatever
kind or nature, in law or in equity, now known or unknown, suspected or
unsuspected to the extent that any of the foregoing arises from any
action or failure to act on or prior to the date hereof.
(f) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA.
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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.
PLUMA, INC., a North Carolina corporation
By:__________________________________
Name:________________________________
Title:_______________________________
NATIONSBANK, N.A., as Agent for and on
behalf of the Lenders
By:___________________________________
Name:_________________________________
Title:________________________________
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