Exhibit 10.16
SECOND AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT
SECOND AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT (this “ Amendment ”)
dated as of April 28, 2009 by and among
BRODER BROS., CO., a Michigan
corporation, as Lead Borrower for the Borrowers named herein (in
such capacity, the “ Lead Borrower
”);
The BORROWERS party
hereto;
The GUARANTORS party
hereto;
The LENDERS party hereto;
BANK OF AMERICA, N.A., as
administrative agent (in such capacity, the “
Administrative Agent ”) for the Lenders;
BANK OF AMERICA, N.A., as collateral
agent (in such capacity, the “ Collateral Agent
”) for the Lenders; and
BANK OF AMERICA, N.A., as Issuing
Bank and Swingline Lender;
in consideration of the mutual
covenants herein contained and benefits to be derived
herefrom.
W I T N E S
S E T H :
WHEREAS, the Borrowers, the
Guarantors, the Lenders, the Administrative Agent, and the
Collateral Agent, among others, have entered into that certain
Amended and Restated Credit Agreement dated as of August 31,
2006 (as amended, restated, modified or supplemented and in effect,
the “ Credit Agreement ”); and
WHEREAS, the Borrowers, the
Guarantors, the Agents and the Required Lenders have agreed to
amend the Credit Agreement as set forth herein.
NOW THEREFORE, in consideration of
the mutual promises and agreements herein contained, the parties
hereto hereby agree as follows:
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1.
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Capitalized
Terms. All capitalized
terms not otherwise defined herein shall have the same meaning as
in the Credit Agreement, as applicable.
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2.
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Representations and
Warranties . Each Loan
Party hereby represents and warrants that, after giving effect to
this Amendment, (i) no Default or Event of Default by the Loan
Parties exists under the Loan Documents, and (ii) all
representations and warranties contained in the Credit Agreement
and the other Loan Documents are true and correct in
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all material respects (without
duplication of any materiality standard set forth in any such
representation or warranty) as of the date hereof with the same
effect as though made on and as of such date, except to the extent
such representations and warranties expressly relate to an earlier
date, in which case such representations and warranties shall be
true and correct in all material respects (without duplication of
any materiality standard set forth in any such representation or
warranty) as of such date.
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3.
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Amendments
to Credit Agreement . The
Credit Agreement is hereby amended as follows:
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a.
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Amendment to
Article V . The
provisions of Article V of the Credit Agreement are hereby amended
by deleting “May 15, 2009” in the second line of
Section 5.01(a) of the Credit Agreement and by substituting
“May 26, 2009” in its stead.
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b.
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Amendment to
Article VI . The
provisions of Article VI of the Credit Agreement are hereby amended
by adding “and consent fees” after “payment in
kind interest” in the last line of Section 6.01(b)(ii)
thereof.
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4.
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Conditions
to Effectiveness . This
Amendment shall not be effective until each of the following
conditions precedent have been fulfilled or waived to the
satisfaction of the Agents:
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a.
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This Amendment
shall have been duly executed and delivered by the Loan Parties and
the Required Lenders, and the Administrative Agent shall have
received a fully executed copy hereof.
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b.
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All action on
the part of the Lo
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