EXHIBIT 10.2
AMENDMENT NO. 3 TO CREDIT AGREEMENT & WAIVER
THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT & WAIVER (this "Amendment No.
3"), dated as of September 11, 1998, is entered into by and among ANVIL
KNITWEAR, INC., a Delaware corporation (the "Borrower"), ANVIL HOLDINGS, INC., a
Delaware corporation (the "Parent Company"), the Subsidiaries of the Borrower
identified on the signature pages hereto and such other Subsidiaries of the
Borrower which may hereafter become a Guarantor in accordance with the terms
hereof (hereinafter together with the Parent Company sometimes referred to
individually as a "Guarantor" and collectively as the "Guarantors"), the various
banks and lending institutions identified on the signature pages hereto (each a
"Bank" and collectively, the "Banks"), NATIONSBANK, N.A., as agent for the Banks
(in such capacity, the "Agent") and BANK OF AMERICA NATIONAL TRUST & SAVINGS
BANK (formerly Bank of America Illinois), BANQUE NATIONALE DE PARIS and HELLER
FINANCIAL, INC., as co-agents for the Banks (in such capacities, the
"Co-Agents").
RECITALS
WHEREAS, the Borrower, the Guarantors, the Banks, the Agent and the
Co-Agents are party to that certain Amended and Restated Credit Agreement dated
as of March 14, 1997, as amended by that certain Amendment No. 1 to Credit
Agreement dated as of May 30, 1997, as amended by that certain Amendment No. 2
to Credit Agreement dated as of May 21, 1998 and as may be further amended,
supplemented or otherwise modified from time to time (the "Existing Credit
Agreement");
WHEREAS, the parties hereto have agreed to amend the Existing Credit
Agreement as set forth herein;
WHEREAS, the Required Banks have agreed to waive certain Defaults and
Events of Default as set forth herein;
NOW, THEREFORE, in consideration of the agreements herein contained, the
parties hereby agree as follows:
PART I
DEFINITIONS
SUBPART 1.1. Certain Definitions. Unless otherwise defined herein or the
context otherwise requires, the following terms used in this Amendment No. 3,
including its preamble and recitals, have the following meanings:
"Amended Credit Agreement" means the Existing Credit Agreement as
amended hereby.
"Amendment No. 3 Effective Date" is defined in Subpart 4.1.
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SUBPART 1.2. Other Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Amendment No. 3, including its
preamble and recitals, have the meanings provided in the Amended Credit
Agreement.
PART II
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Amendment No. 3
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this Part II.
SUBPART 2.1. Amendment to Section 6.11(a). Section 6.11(a) of the Existing
Credit Agreement is amended in its entirety to read as follows:
6.11 Financial Covenants.
(a) Ave. Funded Debt to Consolidated EBITDA. As of the end of each
fiscal quarter set forth below, there shall be maintained an Ave. Funded
Debt to Consolidated EBITDA Ratio of not greater than the ratio specified
below:
Fiscal Quarter Ending Ratio
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May 3, 1997 and each fiscal quarter ending 6.00 : 1.00
thereafter until but including the fiscal
quarter ending November 1, 1997
January 31, 1998 and each fiscal quarter ending 5.25 : 1.00
thereafter until but including the fiscal
quarter ending October 30, 1998
October 31, 1998 5.50 : 1.00
January 30, 1999 and each fiscal quarter ending 5.25 : 1.00
thereafter until but including the fiscal
quarter ending October 30, 1999
January 29, 2000 and each fiscal quarter ending 4.50 : 1.00
thereafter until but including the fiscal
quarter ending October 28, 2000
January 27, 2001 and each fiscal quarter ending 4.25 : 1.00
thereafter until but including the fiscal
quarter ending October 27, 2001
February 2, 2002 and thereafter 4.00 : 1.00
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PART III
WAIVER
The Required Banks hereby (i) waive the requirements of Section 6.11(a) of
the Credit Agreement for August 1, 1998 and (ii) agree that the Borrower's
failure to observe the covenant of Section 6.11(a) for August 1, 1998 shall not
constitute an Event of Default under Section 8.1 of the Credit Agreement.
PART IV
CONDITIONS TO EFFECTIVENESS
SUBPART 4.1. Amendment No. 3 Effective Date. This Amendment No. 3 shall be
and become retroactively effective as of August 31, 1998 (the "Amendment No. 3
Effective Date") when all of the conditions set forth in this Subpart 4.1 shall
have been satisfied, and thereafter this Amendment No. 3 shall be known, and may
be referred to, as "Amendment No. 3."
SUBPART 4.1.1. Execution of Counterparts of Amendment. The Agent shall
have received executed counterparts (or other evidence of execution, including
facsimile signatures, satisfactory to the Agent) of this Amendment No. 3, which
collectively shall have been duly executed on behalf of each of the Borrower,
the Guarantors and the Required Banks.
SUBPART 4.1.2. Amendment Fee. The Agent shall have received for the
account of each Bank an amendment fee equal to 0.125% on such Bank's Commitment.
SUBPART 4.1.3. Other Documents. The Agent shall have received such other
documents as the Agent, any Bank or counsel to the Agent may reasonably request.
PART V
MISCELLANEOUS
SUBPART 5.1. Cross-References. References in this Amendment No. 3 to any
Part or Subpart are, unless otherwise specified, to such Part or Subpart of this
Amendment No. 3.
SUBPART 5.2. Instrument Pursuant to Existing Credit Agreement. This
Amendment No. 3 is a Credit Document executed pursuant to the Existing Credit
Agreement and shall (unless otherwise expressly indicated therein) be construed,
administered and applied in accordance with the terms and provisions of the
Existing Credit Agreement.
SUBPART 5.3. References in Other Credit Documents. At such time as this
Amendment No. 3 shall become effective pursuant to the terms of Subpart 4.1, all
references in the Credit Documents to the "Credit Agreement" shall be deemed to
refer to the Amended Credit Agreement.
SUBPART 5.4. Representations and Warranties. Each Credit Party hereby
represents and warrants that (i) each Credit Party that is party to this
Amendment No. 3: (a) has the requisite
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corporate power and authority to execute, deliver and perform this Amendment No.
3, as applicable, and (b) is duly authorized to, and has been authorized by all
necessary corporate action, to execute, deliver and perform this Amendment No.
3, (ii) the Borrower has no claims, counterclaims, offsets, or defenses to the
Credit Documents and the performance of its obligations thereunder, or if the
Borrower has any such claims, counterclaims, offsets, or defenses to the Credit
Documents or any transaction related to the Credit Documents, the same are
hereby waived, relinquished and released in consideration of the Banks'
execution and delivery of this Amendment No. 3, (iii) the representations and
warranties contained in Section 5 of the Existing Credit Agreement are, subject
to the limitations set forth therein, true and correct in all material respects
on and as of the date hereof as though made on and as of such date (except for
those which expressly relate to an earlier date) and (iv) after giving effect to
this Amendment No. 3, no Default or Event of Default exists under the Existing
Credit Agreement on and as of the date hereof or will occur as a result of the
transactions contemplated hereby.
SUBPART 5.5. Liens. The Borrower and the Guarantors, as applicable, affirm
the liens and security interests created and granted in the Credit Documents and
agree that this Amendment No. 3 shall in no manner adversely effect or impair
such liens and security interest.
SUBPART 5.6. Acknowledgment of Guarantors. The Guarantors acknowledge and
consent to all of the terms and conditions of this Amendment No. 3 and agree
that this Amendment No. 3 and all documents executed in connection herewith do
not operate to reduce or discharge the Guarantors' obligations under the Amended
Credit Agreement or the other Credit Documents. The Guarantors further
acknowledge and agree that the Guarantors have no claims, counterclaims,
offsets, or defenses to the Credit Documents and the performance of the
Guarantors' obligations thereunder or if the Guarantors did have any such
claims, counterclaims, offsets or defenses to the Credit Documents or any
transaction related to the Credit Documents, the same are hereby waived,
relinquished and released in consideration of the Banks' execution and delivery
of this Amendment No. 3.
SUBPART 5.7. No Other Changes. Except as expressly modified and amended in
this Amendment No. 3, all the terms, provisions and conditions of the Credit
Documents shall remain unchanged and shall continue in full force and effect.
SUBPART 5.8. Counterparts. This Amendment No. 3 may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.
SUBPART 5.9. Entirety. This Amendment No. 3, the Amended Credit Agreement
and the other Credit Documents embody the entire agreement between the parties
and supersede all prior agreements and understandings, if any, relating to the
subject matter hereof. These Credit Documents represent the final agreement
between the parties and may not be contradicted by evidence of prior,
contemporaneous or subsequent oral agreements of the parties.
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SUBPART 5.10. Governing Law. THIS AMENDMENT NO. 3 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 NEW YORK.
SUBPART 5.11. Successors and Assigns. This Amendment No. 3 shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
[Signatures to Follow]
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This Amendment No. 3 is executed as of the day and year first written
above.
BORROWER: ANVIL KNITWEAR, INC.
a Delaware corporation
By: /s/ Bernard Geller
---------------------------------------
Bernard Geller, President
GUARANTORS: ANVIL HOLDINGS, INC.
a Delaware corporation
By: /s/ Bernard Geller
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Bernard Geller, Chief Executive Officer
COTTONTOPS, INC.,
a Delaware corporation
By: /s/ Bernard Geller
---------------------------------------
Bernard Geller, Chief Executive Officer
[Signatures Continue]
BANKS: NATIONSBANK N.A.,
individually in its capacity as a
Bank and in its capacity as Agent
By
---------------------------------------
Name:
Title:
BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION,
individually in its capacity as a
Bank and in its capacity as Co-Agent
By
---------------------------------------
Name:
Title:
BANQUE NATIONALE DE PARIS,
individually in its capacity as
a Bank and in its capacity as Co-Agent
By
---------------------------------------
Name:
Title:
By
---------------------------------------
Name:
Title:
HELLER FINANCIAL, INC.,
individually in its capacity as a
Bank and in its capacity as Co-Agent
By /s/ Thomas W. Bukowski
---------------------------------------
Name: Thomas W. Bukowski
Title: Sr. Vice Pres.
[Signatures Continue]
THE CHASE MANHATTAN BANK
By
---------------------------------------
Name:
Title:
FLEET BANK, N.A.
By /s/ A. Glen Kewley
---------------------------------------
Name: A. Glen Kewley
Title: AVP