Exhibit 10.17
THIRD AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT
THIRD 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 by deleting Section 6.06(c)
thereof in its entirety and by substituting the following in its
stead:
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“(c) Redeem, repurchase or
otherwise prepay, or make any payments, directly or indirectly, of
any principal amounts or interest under the Exchange Notes (other
than payment in kind interest) or pay any consent fee in cash other
than the consent fee payable in cash upon the closing of the
Exchange Offer as described in the Exchange Notes Term Sheet,
provided that , on or after October 1, 2009, the Loan
Parties may make payments in cash (after the closing of the
Exchange Offer) in respect of any consent fees which are required
under the terms of the Exchange Debt Documents so long as either
(i) such payments are funded solely with the proceeds of a
Designated Equity Issuance or (ii) after giving effect to such
payment, Excess Availability is equal to or greater than
$10,000,000; and provided further that , after
December 31, 2009, the Loan Parties may make cash interest
payments which are required under the terms of the Exchange Debt
Documents so long as either (i) such payments are funded
solely with the proceeds of a Designated Equity Issuance or
(ii) (x) average daily Excess Availability for the 45 day
period immediately preceding such payment, calculated on a pro
forma basis after giving effect to such payment, is equal to or
greater than $20,000,000, and (y) after giving
