Exhibit 10.2.3
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND
SECURITY AGREEMENT
THIS SECOND AMENDMENT TO SECOND
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this
“Amendment”) is made and entered into this 26
th day
of February, 2007, by and among DELTA APPAREL, INC. , a
Georgia corporation (“Delta”), M.J. SOFFE CO. ,
a North Carolina corporation (“Soffe”), JUNKFOOD
CLOTHING COMPANY , a Georgia corporation (“JCC”;
Delta, Soffe and JCC being hereinafter collectively referred to as
“Borrowers” and each individually as a
“Borrower”), WACHOVIA BANK, NATIONAL ASSOCIATION
, a national banking association, in its capacity as agent
(together with its successors in such capacity,
“Agent”) for the financial institutions party from time
to time to the Loan Agreement (as defined below) as lenders
(“Lenders”), and such Lenders.
Recitals :
Borrowers are parties to a certain
Second Amended and Restated Loan and Security Agreement dated
August 22, 2005, among Borrowers, Agent and Lenders, as
amended by that certain First Amendment to Second Amended and
Restated Loan and Security Agreement and Consent dated
October 2, 2006 (as so amended, and as at any other time
amended, restated, modified or supplemented, the “Loan
Agreement”), pursuant to which Agent and Lenders have made
certain loans and other financial accommodations available to
Borrowers.
The parties hereto desire to further
amend the Loan Agreement as hereinafter set forth.
NOW, THEREFORE, for TEN DOLLARS
($10.00) in hand paid and other good and valuable consideration,
the receipt and sufficiency of which are hereby severally
acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
1.
Definitions . All capitalized terms used in
this Amendment, unless otherwise defined herein, shall have the
meaning ascribed to such terms in the Loan Agreement.
2. Amendments to
Loan Agreement . The Loan Agreement is hereby
amended as follows:
(a) By
deleting the definitions of “Fixed Charge Coverage
Ratio,” “Fixed Charges” and “Maximum
Credit” contained in Section 1 of the Loan Agreement and
by substituting the following new definitions in lieu
thereof:
“Fixed Charge Coverage
Ratio” shall mean, with respect to Borrowers and their
Subsidiaries, on a consolidated basis, for any period of
determination, the ratio of (a) EBITDA of Borrowers during
such period minus the amount of any taxes paid in cash, cash
dividends to the equity holders of such Person, other distributions
to equity holders of such Person, and redemptions with respect to
the Capital Stock of such Person (including, but not limited to
stock repurchases) during the period in question minus all
Unfinanced Capital Expenditures made during such period to
(b) Fixed Charges of Borrowers and their Subsidiaries for the
same period.
“Fixed Charges” for any
Person during any period shall mean the sum of, without
duplication, (a) cash interest paid during such period,
(b) all regularly scheduled (as determined at the beginning of
the respective period) principal payments of Indebtedness
for borrowed
money and Indebtedness with respect to the Capital Leases (and,
without duplicating any item included in clause (a) of this
definition, the interest component with respect to Indebtedness
under Capital Leases), (c) an amount equal to the product of:
(i) $265,278 (which represents the aggregate monthly reduction of
the Fixed Asset Loan Limit and the Tennessee Asset Loan Limit in
effect under this Agreement prior to the First Amendment Date)
multiplied by the (ii) the cumulative number of months that
elapsed during such period of determination prior to the First
Amendment Date, and (d) an amount equal to the product of: (i)
$177,778 (which represents the aggregate monthly reduction of the
Fixed Asset Loan Limit and the Tennessee Asset Loan Limit currently
in effect under this Agreement) multiplied by the (ii) the
cumulative number of months that elapsed during such period of
determination following the First Amendment Date.
“Maximum
Credit” shall mean the amount of $90,000,000.
(b) By
deleting clause (b) of Section 3.2 of the the Loan
Agreement in its entirety and by substituting the following new
clause (b) in lieu thereof:
(b) on
the first day of each month in arrears for the benefit of Lenders,
an unused line fee at a rate equal to one quarter of one percent
(0.250%) per annum calculated upon the amount by which the Maximum
Credit exceeds the average daily principal balance of the
outstanding Loans and Letter of Credit Obligations during the
immediately preceding month (or part thereof) (the “Average
Daily Balance”) while this Agreement is in effect and for so
long thereafter as any of the Obligations are outstanding, which
fee shall be payable on the first day of each month in arrears and
shall be fully earned when due; and
(c) By
deleting the reference to “$85,000,000” contained in
the recitals to Exhibit A to the Loan Agreement and by
substituting in lieu thereof a reference to
“$90,000,000”.
(d) By
attaching Schedule 1.21 to this Amendment to the Loan
Agreement in proper numerical sequence as Schedule 1.21
thereto.
3. Additional
Covenants and Agreements . To induce Agents and Lenders to
enter into this Amendment, each Borrower covenants
