EX-10.01 2 0002.txt FIRST AMENDMENT TO 1999 LOAN AND SECURITY AGR. FIRST AMENDMENT TO 1999 LOAN AND SECURITY AGREEMENT Fleet Retail Finance Inc. ADMINISTRATIVE AGENT AND COLLATERAL AGENT First Amendment Effective Date ......August 10, 2000 THIS FIRST AMENDMENT is made in consideration of the mutual covenants contained herein and benefits to be derived herefrom to the August 30, 1999 agreement styled "1999 Loan and Security Agreement" (the "Loan Agreement") between BankBoston Retail Finance Inc. (now known as Fleet Retail Finance Inc.), a Delaware corporation with its principal executive offices at 40 Broad Street, Boston, Massachusetts, as Administrative Agent and as Collateral Agent for the ratable benefit of (i) a syndicate of lenders (defined therein as the "Revolving Credit Lenders") and (ii) Back Bay Capital Funding LLC (defined therein as the "Term Lender") a Delaware limited liability company, and The Revolving Credit Lenders and The Term Lender On the one hand and J. Baker, Inc., a Massachusetts corporation with its principal executive offices at 555 Turnpike Street, Canton, Massachusetts 02021 as agent for the following: Morse Shoe, Inc. ( a Delaware corporation with its principal executive offices at 555 Turnpike Street, Canton, Massachusetts 02021); JBI, Inc. ( a Massachusetts corporation with its principal executive offices at 555 Turnpike Street, Canton, Massachusetts 02021); JBI Apparel, Inc.( a Massachusetts corporation with its principal executive offices at 555 Turnpike Street, Canton, Massachusetts 02021); The Casual Male, Inc. ( a Massachusetts corporation with its principal executive offices at 437 Turnpike Street, Canton, Massachusetts 02021); WGS Corp. ( a Massachusetts corporation with its principal executive offices at 555 Turnpike Street, Canton, Massachusetts 02021); and TCMB&T, Inc.( a Massachusetts corporation with its principal executive offices at 437 Turnpike Street, Canton, Massachusetts 02021); on the other, WITNESSETH: 1. AMENDMENT OF LOAN AGREEMENT: Subject to the satisfaction of the Conditions to Effectiveness of Amendment set forth in (2), below, the Loan Agreement is amended as follows, which amendment shall take effect on the First Amendment Effective Date: Article 1 of the Loan Agreement is amended so that the following Definitions, included therein, read as follows: "Apparel Division Inventory Advance Rate": The following percentage during the following periods: ------------------------------------------ -------------------------------------------- ---------- FROM TO Rate ------------------------------------------ -------------------------------------------- ---------- Effective Date of this Agreement December 15, 1999 29% ------------------------------------------ -------------------------------------------- ---------- December 16, 1999 Day Prior To First Amendment Effective date 27% ------------------------------------------ -------------------------------------------- ---------- First Amendment Effective Date December 15, 2000 29% ------------------------------------------ -------------------------------------------- ---------- December 16, 2000 August 31, 2001 27% ------------------------------------------ -------------------------------------------- ---------- September 1, 2001 December 15, 2001 29% ------------------------------------------ -------------------------------------------- ---------- December 16, 2001 May 1, 2002 27% ------------------------------------------ -------------------------------------------- ----------
"Loan to Collateral Percentage": Subject to Section , the following: ------------------------------------------ ------------------------------------- ----------------- FROM TO Percentage ------------------------------------------ ------------------------------------- ----------------- Effective Date of this Agreement April 30, 2000 105% ------------------------------------------ ------------------------------------- ----------------- May 1, 2000 Day Prior To First Amendment 100% Effective date ------------------------------------------ ------------------------------------- ----------------- First Amendment Effective Date December 15, 2000 97.5% ------------------------------------------ ------------------------------------- ----------------- December 16, 2000 April 30, 2001 95% ------------------------------------------ ------------------------------------- ----------------- All times After April 30, 2001 90% ------------------------------------------ ------------------------------------- -----------------
"Shoe Division Inventory Advance Rate": The following percentage during the following periods: ------------------------------------------ -------------------------------------------- ---------- FROM TO Rate ------------------------------------------ -------------------------------------------- ---------- Effective Date of this Agreement December 15, 1999 30% ------------------------------------------ -------------------------------------------- ---------- December 16, 1999 Day Prior To First Amendment Effective date 28% ------------------------------------------ -------------------------------------------- ---------- First Amendment Effective Date December 15, 2000 30% ------------------------------------------ -------------------------------------------- ---------- December 16, 2000 August 31, 2001 28% ------------------------------------------ -------------------------------------------- ---------- September 1, 2001 December 15, 2001 30% ------------------------------------------ -------------------------------------------- ---------- December 16, 2001 May 1, 2002 28% ------------------------------------------ -------------------------------------------- ----------
Article 1 of the Loan Agreement is further amended by the addition of the following Definition in alphabetical order therein: "First Amendment Effective Date": The date specified in the First Amendment to this Loan Agreement as its effective date. Section 3-3(b) of the Loan Agreement is amended to read as follows: (b) Prepayments may be made towards the unpaid principal balance of the Term Loan as provided in this Section as well as provided in Section 3:3-3(c): (i) Subject to Section , the following prepayments of the Term Loan may be made on or after the date indicated: (A) December 31, 2000 : $5 Million (B) May 1, 2001 : $5 Million (ii) The prepayments described in Section may be made provided that (x) on the date on which such payment is made, no Suspension Event is continuing and (y) Overall Availability is not less than the following on each of the 30 consecutive days prior to, through one day after the day on which the subject prepayment is made and (z) with respect to the prepayment described in Section 3:3-3(b)(i)(B), which may be made on or after May 1, 2001, only if the prepayment described in Section 3:3-3(b)(i)(A), which may be made on or after December 31, 2000 has been made (the "Prepayment Parameter"): (A) Prepayment on or after December 31, 2000 : $30 Million (B) Prepayment on or after May 1, 2001 : $25 Million 2. CONDITIONS TO EFFECTIVENESS OF AMENDMENT: The effectiveness of this Amendment is conditioned on the satisfaction of each of the following: (a) Payment of the First Amendment Fee described in the First Amendment Fee Letter of or about even date. (b) The delivery of the Administrative Agent of Certificates executed respectively by the Chief Executive Officer and the Chief Financial Officer of J. Baker, Inc. stating that at the delivery of such Certificates, no Suspension Event has occurred which is then continuing and that neither the execution nor the effectiveness of this First Amendment is prohibited by or constitutes a breach of any agreement to which the Borrowers' Representative or any Borrower is a party or by which any is bound. 3. RATIFICATION OF LOAN DOCUMENTS. NO CLAIMS AGAINST ANY LENDER: (a) Except as provided herein, all terms and conditions of the Loan Agreement and of the other Loan Documents remain in full force and effect. The Borrowers' Representative and each Borrower hereby ratifies, confirms, and re-affirms all and singular the terms and conditions, including execution and delivery, of the Loan Documents. (b) There is no basis nor set of facts on which any amount (or any portion thereof) owed by any Borrower under the Loan Agreement could be reduced, offset, waived, or forgiven, by rescission or otherwise; nor is there any claim, counterclaim, off set, or defense (or other right, remedy, or basis having a similar effect) available to any Borrower with regard to thereto; nor is there any basis on which the terms and conditions of any of the Liabilities could be claimed to be other than as stated on the written instruments which evidence such Liabilities. To the extent that any Borrower or any such guarantor has (or ever had) any such claims against the Agent or any Lender, each hereby affirmatively WAIVES and RELEASES the same. 4. MISCELLANEOUS: (a) Terms used in the First Amendment which are defined in the Loan Agreement are used as so defined. (b) This First Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. (c) This First Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof. (d) Any determination that any provision of this First Amendment or any application hereof is invalid, illegal, or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality, or enforceability of any other provisions of this First Amendment. (e) The Borrower shall pay on demand all reasonable costs and expenses of the Agents, including, without limitation, reasonable attorneys' fees in connection with the preparation, negotiation, execution, and delivery of this First Amendment. (f) This First Amendment shall be construed, governed, and enforced pursuant to the laws of The Commonwealth of Massachusetts and shall take effect as sealed instrument. Except as amended hereby all terms and conditions of the Loan Agreement shall remain in full force and effect. THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT: FLEET RETAIL FINANCE INC. By: /s/ Sally A. Sheehan Name: Sally A. Sheehan Title: Director THE REVOLVING CREDIT LENDERS: FLEET RETAIL FINANCE INC. By: /s/ Sally A. Sheehan Name: Sally A. Sheehan Title: Director DEBIS FINANCIAL SERVICES, INC. By: /s/ James M. Vandervalk Name: James M. Vandervalk Title: President, ABC Division HELLER FINANCIAL, INC. By: /s/ Richard J. Holston Name: Richard J. Holston Title: Assistant Vice President ORIX BUSINESS CREDIT, INC. By: /s/ F.J. Plank Name: F.J. Plank Title: President FOOTHILL CAPITAL CORPORATION By: /s/ Todd R. Nakamoto Name: Todd R. Nakamoto Title: Vice President NATIONAL CITY COMMERCIAL FINANCE, INC. By: /s/ Elizabeth M. Lynch Name: Elizabeth M. Lynch Title: Senior Vice President AMSOUTH BANK By: /s/ Frank D. Marsicano Name: Frank D. Marsicano Title: Attorney in Fact LASALLE BUSINESS CREDIT By: /s/ Corey L. Sclar Name: Corey L. Sclar Title: Vice President THE PROVIDENT BANK By: /s/ Jose V. Garde Name: Jose V. Garde Title: Vice President FINOVA CAPITAL CORPORATION By: /s/ Gerard C. Wordell Name: Gerard C. Wordell Title: Authorized Signer IBJ WHITEHALL BUSINESS CREDIT CORP. By: /s/ John N. Favale Name: John N. Favale Title: AVP SOVEREIGN BANK By: /s/ Patrick J. Norton Name: Patrick J. Norton Title: Vice President THE TERM LENDER: BACK BAY CAPITAL LLC By: /s/ Michael L. Pizette Name: Michael L. Pizette Title: Managing Director BORROWERS' REPRESENTATIVE J. BAKER, INC., as Agent By: /s/ Alan I. Weinstein Name: Alan I Weinstein Title: President and CEO