Exhibit 10.9
AMENDMENT, CONSENT AND WAIVER
THIS AMENDMENT, CONSENT AND WAIVER dated as of November 14,
1997 (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 modification of certain
financial covenants under 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 6.11(b) of the Credit Agreement is amended to
read as follows:
(b) Leverage 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
----------- --- --- --- ---
1997 .60 .70 .70 .67
1998 .65 .67 .67 63
1999 .63 .65 .65 .60
and on each Determination Date thereafter at .60.
2. Section 6.11(e) 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:
Period
------
Closing Date through the end of the third fiscal quarter of 1997
1.25 to 1.0
Thereafter through the end of the fourth fiscal quarter of 1997
1.10 to 1.0
Thereafter 1.25 to 1.0
3. 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.
4. 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.
5. Except as expressly modified hereby, all of the terms
and provisions of the Credit Agreement remain in full force and
effect.
6. 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.
7. 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.
8. 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
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:___________________
Title:
GUARANTORS:
DOMINION STORES, INC.
a Virginia Corporation
By:___________________
Title:
LOGOATHLETIC, INC.
a Virginia Corporation
By:___________________
Title:
LOGOATHLETIC HEADWEAR, INC.
a Massachusetts Corporation
By:___________________
Title:
CALIFORNIA SHIRT SALES, INC.
By:___________________
Title:
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:
SIGNET BANK
By:__________________________________
Title:
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By:__________________________________
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:__________________________________
Title:
PNC BANK, NATIONAL ASSOCIATION
By:__________________________________
Title:
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK
By:__________________________________
Title: