-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BffVpnUiYcPjmiCMyUpnytYmYIlXZn0Fe4Ejoe8grRrsv3QaREa+lWwPopH9Si1k o7koQdubtsSk3ovcB82FgA== 0000950168-99-002305.txt : 19990818 0000950168-99-002305.hdr.sgml : 19990818 ACCESSION NUMBER: 0000950168-99-002305 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19990703 FILED AS OF DATE: 19990817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TULTEX CORP CENTRAL INDEX KEY: 0000100166 STANDARD INDUSTRIAL CLASSIFICATION: KNIT OUTERWEAR MILLS [2253] IRS NUMBER: 540367896 STATE OF INCORPORATION: VA FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-08016 FILM NUMBER: 99694729 BUSINESS ADDRESS: STREET 1: 101 COMMONWEALTH BLVD STREET 2: P O BOX 5191 CITY: MARTINSVILLE STATE: VA ZIP: 24115 BUSINESS PHONE: 5406322961 FORMER COMPANY: FORMER CONFORMED NAME: TULLY CORP OF VIRGINIA DATE OF NAME CHANGE: 19760330 FORMER COMPANY: FORMER CONFORMED NAME: SALE KNITTING CO INC DATE OF NAME CHANGE: 19720407 10-Q 1 TULTEX CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended JULY 3, 1999 ------------ OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_________________ to Commission file number 1-8016 ------- TULTEX CORPORATION ------------------ (Exact name of registrant as specified in its charter)
Virginia 54-0367896 - ------------------------------- ------------- (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization)
101 Commonwealth Boulevard, P. O. Box 5191, Martinsville, Virginia 24115 - -------------------------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 540-632-2961 ------------ (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. 34,676,235 shares of Common Stock, $1 par value, as of August 13, 1999 - ---------- -- --------------- 2 PART I. FINANCIAL INFORMATION ITEM 1. TULTEX CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED - $000'S OMITTED EXCEPT IN SHARES AND PER SHARE DATA) JULY 3, 1999 (AND JULY 4, 1998)
THREE MONTHS ENDED SIX MONTHS ENDED -------------------------------- --------------------------------- JULY 3, 1999 July 4, 1998 JULY 3, 1999 July 4, 1998 --------------- ---------------- --------------- ---------------- Net Sales $ 86,052 $ 132,792 $ 157,690 $ 232,666 Cost of Products Sold 74,832 108,807 140,529 189,630 --------------- ---------------- --------------- ---------------- Gross Profit 11,220 23,985 17,161 43,036 Selling, General and Administrative 13,616 21,906 25,648 45,889 --------------- ---------------- --------------- ---------------- Operating Income (Loss) (2,396) 2,079 (8,487) (2,853) Other (Income) Expense: Interest Expense 6,401 8,134 12,657 15,042 Interest Income and Other, Net (845) (142) (1,911) (777) Loss on Sale of Subsidiaries 945 16,304 945 16,304 --------------- ---------------- --------------- ---------------- Income (Loss) Before Income Taxes and Extraordinary Item (8,897) (22,217) (20,178) (33,422) Provision (Benefit) for Income Taxes (3,292) (8,665) (7,466) (13,035) --------------- ---------------- --------------- ---------------- Income (Loss) Before Extraordinary Item (5,605) (13,552) (12,712) (20,387) Extraordinary Gain on Extinguishment of Debt (Net of Income Tax of $15,285) (Note 3) 24,938 - 24,938 - --------------- ---------------- --------------- ---------------- NET INCOME (LOSS) 19,333 (13,552) 12,226 (20,387) Preferred Dividend Requirement (Note 4) (30) (147) (61) (294) --------------- ---------------- --------------- ---------------- Balance Applicable to Common Stock $ 19,303 $ (13,699) $ 12,165 $ (20,681) =============== ================ =============== ================ Basic Earnings Per Common Share: Income (Loss) Before Extraordinary Item $ (.19) $ (.46) $ (.43) $ (.69) Extraordinary Item .83 - .83 - =============== ================ =============== ================ Net Income (Loss) $ .64 $ (.46) $ .40 $ (.69) =============== ================ =============== ================ Diluted Earnings Per Common Share: Income (Loss) Before Extraordinary Item $ (.19) $ (.46) $ (.43) $ (.69) Extraordinary Item .83 - .83 - =============== ================ =============== ================ Net Income (Loss) $ .64 $ (.46) $ .40 $ (.69) =============== ================ =============== ================ Dividends Per Common Share (Note 4) $ .00 $ .00 $ .00 $ .00
3 TULTEX CORPORATION CONSOLIDATED BALANCE SHEET (UNAUDITED - $000'S OMITTED) JULY 3, 1999 (AND JANUARY 2, 1999)
Assets JULY 3, 1999 January 2, 1999 - ------ ------------------- ----------------- Current Assets: Cash $ 1,693 $ 5,769 Accounts Receivable - Net of Allowance for Doubtful Accounts $4,007 (1999) and $4,106 (1998) 72,462 74,599 Inventories (Note 2) 225,813 176,818 Prepaid Expenses 3,590 1,913 Income Taxes Refundable 649 8,782 Deferred Tax Assets 4,908 4,534 ------------------- ----------------- Total Current Assets 309,115 272,415 Property, Plant and Equipment, Net of Depreciation 99,451 107,001 Intangible Assets 22,039 22,777 Deferred Tax Assets - 2,419 Other Assets 41,350 42,716 =================== ================= Total Assets $ 471,955 $ 447,328 =================== ================= Liabilities and Stockholders' Equity - ------------------------------------- Current Liabilities: Accounts Payable $ 41,499 $ 23,448 Accrued Expenses 14,554 12,815 Revolving Credit Facility (Note 3) 115,484 60,000 ------------------- ----------------- Total Current Liabilities 171,537 96,263 Long-Term Debt (Notes 3, 8 and 10) 129,395 199,405 Deferred Tax Liabilities 5,613 - Other Liabilities 5,741 5,222 Stockholders' Equity: 5% Cumulative Preferred Stock (Note 4) 198 198 Series B, $7.50 Cumulative Convertible Preferred Stock (Note 4) 1,500 1,500 Common Stock (Notes 4 and 10) 30,048 30,050 Capital in Excess of Par Value 8,086 7,095 Retained Earnings 125,244 113,079 Accumulated Other Comprehensive Income (5,085) (5,085) Unearned Stock Compensation (25) (35) ------------------- ----------------- 159,966 146,802 Less Notes Receivable - Stockholders 297 364 ------------------- ----------------- Total Stockholders' Equity 159,669 146,438 ------------------- ----------------- Total Liabilities and Stockholders' Equity $ 471,955 $ 447,328 =================== ================= 4 TULTEX CORPORATION CONSLIDATED STATEMENT OF CASH FLOWS (UNAUDITED - $000'S OMITTED) THREE MONTHS ENDED JULY 3, 1999 (AND JULY 4, 1998) Six Months Ended ------------------------------------------ JULY 3, 1999 July 4, 1998 ---------------- ----------------- Operations: Net Income (Loss) $ 12,226 $ (20,387) Items Not Requiring (Providing) Cash: Depreciation 9,265 10,212 Amortization 2,929 1,660 Deferred Income Taxes 7,658 - Loss on Sale of Subsidiaries 945 16,304 Extraordinary Gain (40,223) - Other Non-Cash Items (62) 57 (Gain) Loss on Sale of Assets (371) - Changes in Assets and Liabilities Accounts Receivable 2,137 5,332 Inventories (48,995) (62,127) Prepaid Expenses (1,552) (2,033) Accounts Payable and Accrued Expenses 18,845 (1,247) Income Taxes Refundable 8,133 (13,847) Other Long-Term Liabilities 519 (1,454) ------------------ ------------------ Cash Provided (Used) by Operations (28,546) (67,530) ------------------ ------------------ Investing Activities: Capital Expenditures (3,186) (5,215) Changes in Other Assets 624 900 Business Acquisition - (2,743) Proceeds from Sale of Property and Equipment 1,017 - ------------------ ------------------ Cash Provided (Used) by Investing Activities (1,545) (7,058) ------------------ ------------------ Financing Activities: Issuance (Payment) of Secured Revolving Credit Facility Borrowings 115,484 - Issuance (Payment) of Unsecured Revolving Credit Facility Borrowings (45,000) 74,600 Payments on Long-Term Borrowings (41,131) (226) Cost of Debt Issuance (3,405) - Cash Dividends - (297) Proceeds from Stock Plans 67 104 ------------------ ------------------ Cash Provided (Used) by Financing Activities 26,015 74,181 ------------------ ------------------ Net Increase (Decrease) in Cash (4,076) (407) Cash at End of Prior Year 5,769 2,507 ------------------ ------------------ Cash at End of Period $ 1,693 $ 2,100 ================== ==================
5 TULTEX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) JULY 3, 1999 NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements furnished in this quarterly 10-Q Report reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the results of the interim periods. The unaudited consolidated financial statements should be read in conjunction with the Company's annual report on Form 10-K for the year ended January 2, 1999. The balance sheet, statement of operations and statement of cash flows included in this 10-Q have been prepared from the Company's records and are subject to audit and year-end adjustments. Certain prior year amounts have been reclassified to conform with current year presentation. NOTE 2 - INVENTORIES A summary of inventories by component follows. (In thousands of dollars)
JULY 3, 1999 January 2, 1999 ------------------------- -------------------------- Raw Materials $1,628 $2,952 Goods-in-Process 21,098 21,688 Finished Goods 193,338 143,506 Supplies 9,749 8,672 ========================= ========================== Total Inventory $225,813 $176,818 ========================= ==========================
NOTE 3 - LONG TERM DEBT Total long-term debt at July 3, 1999 includes Senior Notes of $115.0 million and $14.4 million of convertible subordinated notes. The Company's asset-based secured credit facility, which has an outstanding balance of $115.5 million at July 3, 1999, is included in the current liability section of the balance sheet since the borrowing base for the facility is calculated as a percentage of eligible accounts receivable and inventories. On May 10, 1999 the Company entered into a new, asset-based secured facility which has a maximum borrowing availability of $150 million with Bank of America Business Credit ("BABC"). Under the new facility BABC will lend funds subject to availability under a borrowing base calculated as a percentage of eligible accounts receivable and inventories, provided that the total amount advanced will not exceed $150 million. Proceeds from this facility were used to pay all outstanding amounts under the Company's former $87.5 million unsecured revolving credit facility and fund a partial tender offer for the 9 5/8% and 10 5/8% Senior Notes (see below). The facility will also be used to provide working capital. To obtain the required consents of noteholders to permit the Company to grant a first security interest on accounts receivable, inventories and related assets to secure the BABC credit facility, the Company initiated a consent solicitation. In connection with the solicitation the Company also invited noteholders to tender notes for purchase by the Company in a "modified dutch auction" with a maximum purchase price of 6 65% of face value per note and agreed to provide funding of $42 million (exclusive of accrued interest) for such purchases. The Company accepted tenders for $70 million face value of notes and received consents from holders of more than 51% of both note series as required. As a result of the refinancing the Company purchased $70 million face value notes for $42 million and retired the former revolving credit facility borrowings and accrued interest of $54.5 million by a payment of $39.5 million in cash and the forgiveness of $15.0 million of borrowings by the former lenders. In connection with the consent solicitation, interest payments on these notes have been changed to quarterly instead of semiannually. Also, the holders of notes not accepted for purchase by the Company who also consented have received freely tradeable warrants for 15,525,000 shares of the Company's common stock. Two-thirds of these warrants have an exercise price of $.8125 per share, and the remaining one-third have an exercise price of $1.425 per share. The warrants have an 8-year term, and may be exercised by payment of cash or by tender of notes for an amount equal to the exercise price of the warrants. The Company recorded an estimated fair value associated with the warrants to be approximately $1 million which has been recorded as deferred financing costs and will be amortized over the term of the outstanding long-term bonds. The new facility matures in three years with an extension provision for an additional two years, subject to lenders' approval. The Company has the option of setting quarterly interest rates equal to either the Prime Rate or London Interbank Offered Rate ("LIBOR") plus applicable margins. The applicable margin is based on a funded debt / EBITDA ratio that will range from 0% to 1.75% for Prime Rate or 1.75% to 3.75% for LIBOR based loans. The Company shall pay a fee of .375% per year on any unused borrowings. A $10 million sublimit under the facility is available for letters of credit. Significant financial covenants of the new facility include the requirement to maintain a minimum fixed charge coverage ratio on a quarterly basis, the requirement to maintain EBITDA at certain levels during the second and third quarters of fiscal year 1999 and annual limitations on capital expenditures. Other covenants place restrictions on the Company's ability to incur additional indebtedness, pay dividends, create liens or other encumbrances, to make certain payments, investments, loans and guarantees and to sell or otherwise dispose of a substantial portion of its assets. Due to the operating results in the quarter ended July 3, 1999, the Company has requested and received waivers and amendments from its lenders for violations of its EBITDA and fixed charge coverage covenants under the $150 million secured credit facility. Covenants applicable to the 10 5/8% Senior Notes and 9 5/8% Senior Notes were not violated. However, fixed charge coverage covenants applicable to both the secured credit facility and the Senior Notes are generally measured on a trailing four-quarter basis. Compliance with such covenants during succeeding quarters will be difficult considering the Company's past financial performance and the short-term impact on margins of its plans to aggressively sell products to reduce inventory levels by year-end. As a result of the above refinancing the Company recorded an extraordinary gain on the extinguishment of debt of $24.9 million, or $.83 per share, net of income taxes of $15.3 million, for the quarter ended July 3, 1999. On July 15, 1999 the holders of the Company's $14.4 million convertible subordinated notes exercised their options to convert 20% of the original principal amount of the notes into 4,609,600 shares of the Company's common stock (see Note 10). 7 NOTE 4 - STOCKHOLDERS' EQUITY The 5% cumulative preferred stock is $100 par value, with 22,000 shares authorized, and 1,975 shares issued and outstanding as of July 3, 1999 and January 2, 1999. The stated quarterly dividend has not been paid since July 1, 1998 due to restrictions in the Company's bond indenture. The Series B, $7.50 cumulative, convertible preferred stock is $100 stated value, with 150,000 shares authorized, and 15,000 shares issued and outstanding as of July 3, 1999 and January 2, 1999. The stated quarterly dividend has not been paid since July 1, 1998 due to restrictions in the Company's bond indenture. The common stock is $1 par value, 60,000,000 shares authorized, with shares issued and outstanding of 30,048,211 as of July 3, 1999 and 30,050,155 as of January 2, 1999. On July 15, 1999 the holders of the Company's $14.4 million convertible subordinated notes exercised their options to convert 20% of the original principal amount of the notes into 4,609,600 shares of the Company's common stock (see Note 10). There were no dividends declared on the Company's common stock for the three month period ended July 3,1999. NOTE 5 - EARNINGS PER SHARE Income (loss) per common share is computed using the weighted average common shares outstanding. The weighted average common shares outstanding for the three months ended July 3, 1999 and July 4, 1998 were 30,049,634 and 29,885,088, respectively. The weighted average common shares outstanding for the six-month periods were 30,049,895 and 29,883,189 respectively. The weighted average common shares outstanding are the same for both basic and diluted earnings per share. NOTE 6 - COMPREHENSIVE INCOME In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income." SFAS 130 requires that the Company report comprehensive income (loss) components in a full set of general-purpose financial statements. Comprehensive income (loss) represents the change in stockholders' equity during the period from non-owner sources. Currently, other comprehensive income (loss) consists of a minimum pension liability adjustment. The Company adopted SFAS 130 on January 4, 1998. Total comprehensive income for the three and six months ended July 3, 1999 was $19.3 million and $12.2 million, respectively. Total comprehensive loss for the three and six months ended July 4, 1998 was $13.6 million and $20.4 million. 8 Activity in Stockholders' Equity is as follows (dollar amounts in thousands):
Capital Series In Accumulated Unearned Notes Total Current 5% B Excess Other Stock Receivable- Stock- Comprehensive Preferred Preferred Common of Par Retained Comprehensive Compen- Stock- holders' Income (Loss) Stock Stock Stock Value Earnings Income (Loss) sation holders Equity ------------ -------- -------- ------- -------- -------- ------------ --------- ---------- -------- Balance as of January 2, 1999 $198 $1,500 $30,050 $7,095 $113,079 $(5,085) $(35) $(364) $146,438 Collections - Stockholders' Notes receivable 67 67 Stock Compensation 10 10 Retricted awards Lost (2) (9) (11) Fair value Assigned to Warrants 1,000 1,000 Dividends on Preferred stock (61) (61) Comprehensive Income (loss): Net income $12,226 12,226 12,226 ------------ -------- -------- ------- -------- -------- ------------ --------- ---------- -------- Balance as of July 3, 1999 $12,226 $198 $1,500 $30,048 $8,086 $125,244 $(5,085) $(25) $(297) $159,669 ============ ======== ======== ======= ======== ======== ============ ========= ========== ========
NOTE 7 - SEGMENT REPORTING The Company currently operates in a single business segment which designs, manufactures and distributes fleece and jersey apparel. During the year ended January 2, 1999, the Company exited its LogoAthletic, Inc. and LogoAthletic/Headwear, Inc. ("LogoAthletic") licensed apparel business. The segment information reported below reflects the operations of the Company's ongoing apparel segment separate from the LogoAthletic business operations ("Other") through the date of sale (July 15, 1998). Management evaluates performance based upon operating earnings before interest and income taxes. 9
(in thousands of dollars) Apparel Other Consolidated - ---------------------------------------------------------------------------------------- THREE MONTHS ENDED JULY 3, 1999 Net sales $ 86,052 $ - $ 86,052 Operating income (loss) (2,396) - (2,396) ........................................................................................ Three months ended July 4, 1998 Net sales $ 102,886 $ 29,906 $ 132,792 Operating income (loss) 3,119 (1,040) 2,079 SIX MONTHS ENDED JULY 3, 1999 Net sales $157,690 $ - $157,690 Operating income (loss) (8,487) - (8,487) ........................................................................................ Six months ended July 4, 1998 Net sales $ 174,499 $ 58,167 $232,666 Operating income (loss) 160 (3,013) (2,853) - ----------------------------------------------------------------------------------------
Reconciling information between reportable segments and the Company's consolidated totals is shown in the following table:
Three Months Ended Six Months Ended (in thousands) JULY 3, 1999 July 4,1998 JULY 3, 1999 July 4, 1998 Total operating income (loss) for reportable segments $ (2,396) $ 2,079 $ (8,487) $ (2,853) Interest expense 6,401 8,134 12,657 15,042 Interest income and other, net (845) (142) (1,911) (777) Loss on sale of subsidiaries 945 16,304 945 16,304 -------------- ------------ -------------- -------------- Income (loss) before income taxes and extraordinary Item $ (8,897) $(22,217) $ (20,178) $ (33,422) ============== ============ ============== ==============
NOTE 8 - CONDENSED CONSOLIDATING FINANCIAL INFORMATION 10 The following financial information presents consolidated financial data which includes (i) the parent company only ("Parent"), (ii) the wholly-owned guarantor subsidiaries on a combined basis ("Wholly-owned Guarantor Subsidiaries"), (iii) the wholly-owned non-guarantor subsidiaries on a combined basis ("Wholly-owned Non-guarantor Subsidiaries"), (iv) the LogoAthletic subsidiaries whose assets were sold during the third quarter of 1998 ("Subsidiaries Sold") and (v) the Company on a consolidated basis.
Wholly-owned Wholly-owned (In thousands of Parent Guarantor Non-guarantor Subsidiaries dollars) Subsidiaries Subsidiaries Sold Eliminations Consolidated ---------- -------------- -------------- -------------- ------------ -------------- For the three months ended July 3, 1999 Net sales $72,498 $31,502 $17,652 $ - $ (35,600) $86,052 Cost and expenses 80,687 32,249 17,613 - (35,600) 94,949 ---------- -------------- -------------- -------------- ------------ -------------- Pretax income (loss) $ (8,189) $ (747) $ 39 $ - $ - $(8,897) ---------- -------------- -------------- -------------- ------------ -------------- For the three months ended July 4, 1998 Net sales $ 87,146 $6,781 $43,281 $ 30,338 $ (34,754) $132,792 Cost and expenses 111,886 5,758 39,604 32,515 (34,754) 155,009 ---------- -------------- -------------- -------------- ------------ -------------- Pretax income (loss) $(24,740) $ 1,023 $ 3,677 $ (2,177) $ - $(22,217) ---------- -------------- -------------- -------------- ------------ -------------- For the six months ended July 3, 1999 Net sales $133,331 $60,317 $32,446 $ - $ (68,404) $157,690 Cost and expenses 148,832 64,137 33,303 - (68,404) 177,868 ---------- -------------- -------------- -------------- ------------ -------------- Pretax income (loss) $(15,501) $ (3,820) $ (857) $ - $ - $ (20,178) ---------- -------------- -------------- -------------- ------------ -------------- For the six months ended July 4, 1998 Net sales $141,726 $11,559 $81,302 $ 59,713 $ (61,634) $232,666 Cost and expenses 178,785 10,059 74,418 64,460 (61,634) 266,088 ---------- -------------- -------------- -------------- ------------ -------------- Pretax income (loss) (37,059) $ 1,500 $ 6,884 $ (4,747) $ - $ (33,422) ---------- -------------- -------------- -------------- ------------ -------------- As of July 3, 1999 Current assets $272,721 $55,664 $40,379 $ - $ (59,649) $309,115 Noncurrent assets 182,115 15,108 10,619 - (45,002) 162,840 ---------- -------------- -------------- -------------- ------------ -------------- Total assets $454,836 $70,772 $50,998 $ - $(104,651) $471,955 ---------- -------------- -------------- -------------- ------------ -------------- 11 Wholly-owned Wholly-owned (In thousands of Guarantor Non-guarantor Subsidiaries dollars) Parent Subsidiaries Subsidiaries Sold Eliminations Consolidated ---------- -------------- -------------- -------------- ------------ -------------- Current liabilities $ 155,963 $ 16,391 $ 39,299 $ - $ (40,116) $ 171,537 Noncurrent liabilities 147,935 (573) (2,165) - (4,448) 140,749 ---------- -------------- -------------- -------------- ------------ -------------- Total liabilities $ 303,898 $ 15,818 $ 37,134 $ - $ (44,564) $ 312,286 ---------- -------------- -------------- -------------- ------------ -------------- As of January 2, 1999 Current assets $ 232,075 $53,958 $ 29,638 $ - $ (43,256) $ 272,415 Noncurrent assets 190,194 14,908 10,865 - (41,054) 174,913 ---------- -------------- -------------- -------------- ------------ -------------- Total assets $ 422,269 $ 68,866 $ 40,503 $ - $ (84,310) $ 447,328 ---------- -------------- -------------- -------------- ------------ -------------- Current liabilities $ 79,551 $11,002 $ 26,138 $ - $ (20,428) $ 96,263 Noncurrent liabilities 209,288 (495) (438) - (3,728) 204,627 ---------- -------------- -------------- -------------- ------------ -------------- Total liabilities $ 288,839 $10,507 $ 25,700 $ - $ (24,156) $ 300,890 ---------- -------------- -------------- -------------- ------------ --------------
NOTE 9 - NEW ACCOUNTING STANDARDS In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS 133 requires that an entity recognize all derivative instruments in the balance sheet at fair value. The statement is effective for fiscal years beginning after June 15, 2000. Management has not yet made an assessment of the impact of the adoption of SFAS 133. NOTE 10 - SUBSEQUENT EVENTS On July 15, 1999 the holders of the Company's $14.4 million convertible subordinated notes exercised their options to convert 20% of the original principal amount of the notes into 4,609,600 shares of the Company's common stock. The number of shares were determined by dividing the principal amount of the notes converted by the closing price of the Company's common stock on the business day prior to the submission of notes for conversion. The conversion provision of the notes allows the noteholders to convert annually, beginning April 15, 1999, up to 20% of the original principal amount of the notes into the Company's common stock at the then market price. The annual option to convert up to 20% of the original principal amount is noncumulative. 12 ITEM 2 TULTEX CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS JULY 3, 1999 RESULTS OF OPERATIONS - --------------------- The following table presents the Company's consolidated statement of operations as a percentage of net sales.
THREE MONTHS ENDED SIX MONTHS ENDED ------------------------------------------------------- 7/3/99 7/4/98 7/3/99 7/4/98 ----------- ---------- ----------- ----------- Net Sales 100.0% 100.0% 100.0% 100.0% Cost of Products Sold 87.0 81.9 89.1 81.5 ----------- ---------- ----------- ----------- Gross Profit 13.0 18.1 10.9 18.5 Selling, General and Administrative 15.8 16.5 16.3 19.7 ----------- ---------- ----------- ----------- Operating Income (2.8) 1.6 (5.4) (1.2) Interest Expense 7.4 6.1 8.0 6.5 Interest Income and Other, Net (1.0) (0.1) (1.2) (.3) Loss on Sale of Subsidiaries 1.1 12.3 .6 7.0 ----------- ---------- ----------- ----------- Income (Loss) Before Income Taxes and Extraordinary Item (10.3) (16.7) (12.8) (14.4) Provision (Benefit) for Income Taxes (3.8) (6.5) (4.7) (5.6) ----------- ---------- ----------- ----------- Income (Loss) Before Extraordinary Item (6.5)% (10.2) (8.1) (8.8) Extraordinary Gain on Extinguishment of Debt 29.0 - 15.9 - =========== ========== =========== =========== Net Income (Loss) 22.5% (10.2)% 7.8% (8.8)% =========== ========== =========== ===========
Note: Certain items have been rounded to cause the columns to add to 100%. THIS QUARTERLY REPORT ON FORM 10-Q MAY CONTAIN CERTAIN FORWARD-LOOKING STATEMENTS REFLECTING THE COMPANY'S CURRENT EXPECTATIONS. ALTHOUGH THE COMPANY BELIEVES THAT THE EXPECTATIONS REFLECTED IN ANY SUCH FORWARD-LOOKING STATEMENTS ARE REASONABLE, IT CAN GIVE NO ASSURANCE THAT SUCH EXPECTATIONS WILL PROVE TO HAVE BEEN CORRECT. IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE COMPANY'S EXPECTATIONS INCLUDE THE FINANCIAL STRENGTH OF THE RETAIL INDUSTRY, THE LEVEL OF CONSUMER SPENDING ON APPAREL, THE COMPANY'S ABILITY TO PROFITABLY AND TIMELY SATISFY CUSTOMER DEMAND FOR ITS PRODUCTS, THE COMPETITIVE PRICING ENVIRONMENT WITHIN THE APPAREL INDUSTRY, THE COMPANY'S SUBSTANTIAL LEVERAGE AND THE RESTRICTIVE COVENANTS IN ITS BORROWING DOCUMENTS, THE COMPANY'S ABILITY TO COMPLY WITH FINANCIAL COVENANTS UNDER ITS BORROWING DOCUMENTS, ESPECIALLY ITS ABILITY TO GENERATE SUFFICIENT EARNINGS TO SATISFY THE EBITDA AND FIXED CHARGE COVERAGE COVENANTS, THE WILLINGNESS OF THE COMPANY'S LENDERS TO WAIVE ANY FUTURE VIOLATIONS OF FINANCIAL COVENANTS IN ITS BORROWING DOCUMENTS, FLUCTUATIONS IN THE PRICE OF COTTON AND POLYESTER USED BY THE COMPANY IN THE MANUFACTURE OF ITS PRODUCTS, THE COMPANY'S RELATIONSHIP WITH ITS PARTIALLY UNIONIZED WORKFORCE, THE SEASONALITY AND CYCLICALITY OF THE FLEECEWEAR INDUSTRY, AND REMEDIATION OF YEAR 2000 COMPUTER APPLICATIONS. SUCH STATEMENTS ARE PROVIDED IN ACCORDANCE WITH THE SAFE HARBOR PROVISIONS OF THE PRIVATE LITIGATION REFORM ACT OF 1995. INVESTORS SHOULD CONSIDER OTHER RISKS AND UNCERTAINTIES DISCUSSED IN OTHER DOCUMENTS FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION. Net income applicable to common stock for the three months ended July 3, 1999 was $19.3 million, or $.64 per share. Results for the period include an extraordinary gain, net of income taxes, on the extinguishment of debt of $24.9 million, or $.83 per share, relating to the Company's debt refinancing on May 10, 1999. Excluding the extraordinary gain, the Company reported a net loss applicable to common stock of $5.6 million, or $.19 per share. This compares with a net loss applicable to common stock of $13.7 million, or 13 $.46 per share, for the three months ended July 4, 1998. The results for 1998 include the operations of LogoAthletic, Inc. and LogoAthletic/Headwear, Inc. ("LogoAthletic"), subsidiaries whose assets were sold on July 15, 1998, and a pre-tax loss of $16.3 million (after-tax of $9.9 million, or $.33 per share) on the sale of those assets. Excluding the loss on sale of LogoAthletic, the net loss applicable to common stock for the second quarter of 1998 was $3.8 million, or $.13 per share. Net income applicable to common stock for the first six months of fiscal 1999 was $12.2 million, or $.40 per share. Excluding the extraordinary gain, the Company reported a net loss applicable to common stock of $12.8 million, or $.43 per share. This compares to a net loss applicable to common stock of $20.7 million, or $.69 per share, for the same period in fiscal 1998. Excluding the loss on sale of LogoAthletic, the first six months 1998 net loss applicable to common stock was $10.7 million, or $.36 per share. Net sales for the three months ended July 3, 1999 were $86.1 million as compared to $132.8 million in the comparable period of 1998. The decline was primarily the result of the sale of LogoAthletic. On a pro forma basis, excluding the effects of LogoAthletic, sales were $20 million less than the comparable period in 1998. The pro forma sales decrease resulted from shipping delays, pricing pressure in jersey products and the deferral by retailers of some fleece sales to the quarter ending October 2, 1999. Shipping delays were largely caused by problems encountered in the implementation of new software during the period. For the six months to date, sales were $157.7 million as compared to $232.7 million in the same period in 1998. The sales decrease was primarily due to the sale of LogoAthletic. On a pro forma basis, excluding LogoAthletic, sales were $23.4 million lower than the comparable period in 1998. The sales decrease resulted primarily from pricing pressure in jersey products, aggressive selling by the Company to manage inventories in the first quarter and shipping delays in the second quarter. Gross profit percentage was 13.0% for the second quarter of 1999 compared to 18.1% for the same period in 1998. For the six-month period, the gross profit percentage was 10.9% as compared to 18.5% for the six-month period in 1998. The primary reasons for the decreases were pricing pressures in jersey products, shipping delays involving higher margin products in the second quarter and aggressive selling by the Company to manage inventories in the first quarter. The sale of LogoAthletic, whose licensed apparel business historically incurred lower costs as a percent of sales than the Company's activewear business, also contributed to the decrease. Gross profits for the last six months of 1999 will be adversely impacted by short running schedules in the first six months of 1999 and by aggressive pricing strategies to reduce inventories. Selling, general and administrative expenses ("S,G&A") of $13.6 million represent a decrease of $8.3 million as compared to the second quarter of 1998. As a percentage of sales, S,G&A expenses were 15.8% compared to 16.5% for the second quarter of 1998. The primary reason for the decrease was the sale of LogoAthletic, which incurred proportionally higher advertising and marketing costs than the Company's activewear business. Also contributing to the reduction was a decrease of $.7 million in advertising expenses in the activewear business. Higher computer equipment and software amortization, resulting from the implementation of an enterprise-wide management information system, offset the reduction in advertising. For the six-month period S,G&A expenses were $25.6 million, or 16.3% of sales, compared to $45.9 million, or 19.7% of sales, in the same period in 1998. The primary reason for the decrease was the sale of LogoAthletic. A reduction of $1.7 million in advertising expenses in the activewear business was partially offset by higher computer equipment and software amortization of $1.4 million. 14 Interest expense for the second quarter of 1999 was $6.4 million compared to $8.1 million in the comparable period of 1998. The decrease for the second quarter over the comparable period of 1998 is due to lower average borrowings, partially offset by higher borrowing rates. Second quarter 1999 working capital borrowings averaged $85.0 million at an average rate of 9.2% compared to $144.3 million and 8.3%, respectively, for the comparable period in 1998. Interest expense for the six-month period was $12.7 million as compared to $15.0 million for the comparable period in 1998. Working capital borrowings for the first six months of 1999 averaged $69.7 million at an average rate of 8.8% compared to $119.5 million and 7.9%, respectively, for the comparable period in 1998. The reduction in average borrowings reflects the proceeds received from the sale of LogoAthletic during the third quarter of 1998 and the debt refinancing on May 10, 1999. The nature of the Company's business requires extensive seasonal borrowings to support its working capital needs. The loss on sale of subsidiaries of $.9 million for both the three and six months ended July 3, 1999 represents an estimated final purchase adjustment negotiated in connection with the sale of LogoAthletic as allowed for in the Asset Purchase Agreement. In the second quarter of 1998 an estimated loss of $16.3 million was recorded for the sale of LogoAthletic. Benefit (Provision) for income taxes reflects an effective rate for combined federal and state income taxes of 37% for both periods of 1999 and 39% for the comparable periods of 1998. YEAR 2000 - --------- The Year 2000 issue is the result of computer systems and other equipment with embedded chips using two digits, rather than four, to define the applicable year. If the Company's computer systems are not Year 2000 compliant, they may recognize a date using "00" as the Year 1900 rather than the Year 2000. If not corrected, computer applications could fail or create erroneous results which could have a material adverse impact on the Company's business, operations or financial condition in the future. The Company began addressing the Year 2000 issue in 1995 with the formation of a Y2K Team. The Company is in the process of addressing Year 2000 compliance, both internally and with third parties. The Company's objective is to confirm compliance by October 2, 1999. Third parties that are not compliant at that time may delay compliance. The Year 2000 Project is comprised of four phases: 1. Inventory of all hardware, software, local area networks, personal computers, telecommunications equipment and software (data and voice), program logic controllers (PLC) and non-information technology embedded software and equipment. 2. Assessment of the inventory through testing for Year 2000 compliance. 3. Remediation of all affected systems. Systems will be modified, upgraded or replaced as appropriate for compliance. Contingency plans will be established for areas of concern. 4. Testing of internal system compliance and testing with customers and suppliers will be performed on an ongoing basis until project completion. The Company has completed the inventory and assessment phases. The remediation phase is scheduled for completion by October 2, 1999. The testing phase will be ongoing as hardware and software are remedied, upgraded or replaced. 15 As part of the Year 2000 Project, the Company has implemented a new Enterprise Resource Planning system (ERP), which has replaced 80% of the Company's Legacy systems with Year 2000 compliant software. All major infrastructure, computers, PC's and telecommunications equipment have been replaced with Year 2000 compliant hardware and software as part of the project. Additionally, the Company has implemented the Year 2000 compliant versions of electronic data interchange (EDI) systems for testing with the Company's customers. This testing commenced in the first quarter of 1999 and is scheduled for completion by September 4, 1999. The remaining Legacy software has been identified, assessment is nearing completion and upgrades or replacements are being ordered for non-compliant software and hardware. Updates or modification to this software is scheduled for completion by September 4, 1999, with testing scheduled for completion by October 2, 1999. The Company relies on third party suppliers for raw materials, water, utilities, transportation and other services. Interruption of supplier operations due to Year 2000 issues could affect Company operations. The Company has initiated efforts with all major suppliers to gauge compliance and exposure in these areas. The Company has formally requested written confirmation of Year 2000 compliance from its major contractors and vendors. Approximately 80% have responded to date. Specific testing will be requested where appropriate. Should any vendor, supplier, equipment or process not be able to conform within the prescribed timeframes, the Company will take appropriate action to ensure continuity of its business. Contingency plans will be developed for any area not able to conform within the prescribed timeframe. While approaches to reducing risks of interruption due to supplier failures will vary by facility, options include identifying of alternate suppliers, stockpiling raw materials and adjusting operating schedules. Costs associated with any contingency will be determined as this assessment continues. Year 2000 Project costs are linked with the ERP implementation costs. Total costs for both the Year 2000 Project and the ERP system implementation are expected to be approximately $21.5 million. Of this total, $20.5 million has been incurred and capitalized as part of the ERP implementation as of July 3, 1999. The remaining $1.0 million is specifically related to Year 2000 project costs and will be expensed as incurred throughout 1999. These costs include external testing with banks, vendors and customers, as well as EDI software upgrades. The Company believes the remaining costs relating to the Year 2000 issue will not have a material impact on the Company's consolidated financial position, results of operations or cash flows. Due to the general uncertainty inherent in the Year 2000 problem, resulting in part from the readiness of third-party suppliers and customers, the Company is unable to determine at this time whether the consequences of Year 2000 failures will have a material impact on the Company's results of operations, liquidity or financial condition. The Year 2000 Project is expected to significantly reduce the Company's level of uncertainty about the Year 2000 problem and about the Year 2000 compliance of its major suppliers and customers. The Company believes that, with the implementation of its new ERP systems and the completion of the Year 2000 Project as scheduled, the possibility of interruptions of normal operations is reduced. FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES - ---------------------------------------------------- 16 Net working capital at July 3, 1999 decreased $38.6 million from year-end 1998 due primarily to higher inventories, offset by higher line of credit borrowings, accounts payable and accrued expenses. Inventories increased $49.0 million from January 2, 1999 to July 3, 1999. Inventories traditionally increase during the first half of the year to support second half shipments. Compared to January 2, 1999, accounts payable and accrued expenses increased $18.8 million and accounts receivable decreased $2.1 million. Receivables normally build to a peak in September and October and begin to decline in December as shipment volume decreases and cash is collected. Total long-term debt at July 3, 1999 includes Senior Notes of $115 million and $14.4 million of convertible subordinated notes. The Company's asset-based secured credit facility, which has an outstanding balance of $115.5 million at July 3, 1999, is included in the current liability section of the balance sheet since the borrowing base for the facility is calculated as a percentage of eligible accounts receivable and inventories. Total debt as a percentage of total capitalization was 60.5% as of July 3, 1999 compared to 63.9% as of January 2, 1999. On May 10, 1999 the Company entered into a new, asset-based secured facility which has a maximum borrowing availability of $150 million with Bank of America Business Credit ("BABC"). Under the new facility BABC will lend funds subject to availability under a borrowing base calculated as a percentage of eligible accounts receivable and inventories, provided that the total amount advanced will not exceed $150 million. Proceeds from this facility were used to pay all outstanding amounts under the Company's former $87.5 million unsecured revolving credit facility and fund a partial tender offer for the 9 5/8% and 10 5/8% Senior Notes (see below). The facility will also be used to provide working capital. To obtain the required consents of noteholders to permit the Company to grant a first security interest on accounts receivable, inventories and related assets to secure the BABC credit facility, the Company initiated a consent solicitation. In connection with the solicitation the Company also invited noteholders to tender notes for purchase by the Company in a "modified dutch auction" with a maximum purchase price of 65% of face value per note and agreed to provide funding of $42 million (exclusive of accrued interest) for such purchases. The Company accepted tenders for $70 million face value of notes and received consents from holders of more than 51% of both note series as required. As a result of the refinancing the Company purchased $70 million face value notes for $42 million and retired the former revolving credit facility borrowings and accrued interest of $54.5 million by a payment of $39.5 million in cash and the forgiveness of $15.0 million of borrowings by the former lenders. In connection with the consent solicitation, interest payments on these notes have been changed to quarterly instead of semiannually. Also, the holders of notes not accepted for purchase by the Company who also consented have received freely tradeable warrants for 15,525,000 shares of the Company's common stock. Two-thirds of these warrants have an exercise price of $.8125 per share, and the remaining one-third have an exercise price of $1.425 per share. The warrants have an 8-year term, and may be exercised by payment of cash or by tender of notes for an amount equal to the exercise price of the warrants. The new facility matures in three years with an extension provision for an additional two years, subject to lenders' approval. The Company has the option of setting quarterly interest rates equal to either the Prime Rate or London Interbank Offered Rate ("LIBOR") plus applicable margins. The applicable margin is based on a funded debt / EBITDA ratio that will range from 0% to 1.75% for Prime Rate or 1.75% to 3.75% for LIBOR based loans. The Company shall pay a fee of .375% per year on any unused borrowings. A $10 17 million sublimit under the facility is available for letters of credit. Significant financial covenants of the new facility include the requirement to maintain a minimum fixed charge coverage ratio on a quarterly basis, the requirement to maintain EBITDA at certain levels during the second and third quarters of fiscal year 1999 and annual limitations on capital expenditures. Other covenants place restrictions on the Company's ability to incur additional indebtedness, pay dividends, create liens or other encumbrances, to make certain payments, investments, loans and guarantees and to sell or otherwise dispose of a substantial portion of its assets. Due to the operating results in the quarter ended July 3, 1999, the Company has requested and received waivers and amendments from its lenders for violations of its EBITDA and fixed charge coverage covenants under the $150 million secured credit facility. Covenants applicable to the 10 5/8% Senior Notes and 9 5/8% Senior Notes were not violated. However, fixed charge coverage covenants applicable to both the secured credit facility and the Senior Notes are generally measured on a trailing four-quarter basis. Compliance with such covenants during succeeding quarters will be difficult considering the Company's past financial performance and the short-term impact on margins of its plans to aggressively sell products to reduce inventory levels by year-end. On July 15, 1999 the holders of the Company's $14.4 million convertible subordinated notes exercised their options to convert 20% of the original principal amount of the notes into 4,609,600 shares of the Company's common stock. The number of shares were determined by dividing the principal amount of the notes converted by the closing price of the Company's common stock on the business day prior to the submission of notes for conversion. The conversion provision of the notes allows the noteholders to convert annually, beginning April 15, 1999, up to 20% of the original principal amount of the notes into the Company's common stock at the then market price. The annual option to convert up to 20% of the original principal amount is noncumulative. For the first six months of 1999, net cash used by operations of $28.5 million reflects the seasonal increase in inventories of $49.0 million, partially offset by increases in accounts payable and accrued expenses of $18.8 million and refunds of income taxes of $8.1 million. Cash used by investing activities was $1.5 million in 1999. The cash used in 1999 reflects capital expenditures of $3.2 million, partially offset by the sale of non-operating properties of $1.0 million. Cash provided by financing activities of $26.0 million in 1999 was primarily used for working capital requirements. Management believes current cash balances, cash flows from operations and its new secured credit facility to be sufficient during 1999 and the foreseeable future to fund its planned capital expenditures and working capital needs. TULTEX CORPORATION PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders On May 27, 1999 at the Company's Annual Meeting of Stockholders held in Martinsville, Va., there were three matters submitted to a vote of security holders. 18 1. A Board of Directors, consisting of nine persons, was elected for the ensuing year. 2. Amendments to the 1996 Stock Incentive Plan increasing the number of shares available under the plan to 2,700,000 shares of Common Stock plus an additional 300,000 shares for the Plan's replenishment provision were ratified. 3. The Board of Directors' appointment of PricewaterhouseCoopers, LLP, independent accountants, as auditors for fiscal 1999 was ratified. The actual count for these matters is summarized below. Board of Directors:
Authority Broker Director For Withheld Abstain Non-Votes --------------------------------------- ----------------- --------------- --------------- ------------ Charles W. Davies, Jr. 22,271,895 3,254,905 0 0 Lathan M. Ewers, Jr. 22,362,629 3,164,171 0 0 John M. Franck 23,444,587 2,082,213 0 0 Seth P. Bernstein 23,425,258 2,101,542 0 0 H. Richard Hunnicutt, Jr. 24,105,798 1,421,002 0 0 O. Randolph Rollins 23,450,638 2,076,162 0 0 Bruce M. Jacobson 23,530,875 1,995,925 0 0 Richard M. Simmons 23,487,730 2,039,070 0 0 Lynn J. Beasley 23,404,892 2,121,908 0 0 1996 Stock Incentive Plan: Broker 1996 Stock Incentive Plan For Against Abstain Non-Votes --------------------------------------- ----------------- --------------- --------------- ------------ Amendment to Increase Shares 23,207,057 1,093,637 1,153,393 0 Auditors: Broker Independent Accountant For Against Abstain Non-Votes --------------------------------------- ----------------- --------------- --------------- ------------ PricewaterhouseCoopers, LLP 25,448,090 39,890 38,820 0
Item 5. Other Events - -------------------- On August 13, 1999 the Company announced that its Board of Directors had appointed O. Randolph Rollins, currently Executive Vice President and General Counsel, as President and Chief Executive Officer to succeed Charles W. Davies, Jr., who resigned. The Company also announced that the Board's Executive Compensation Committee had accepted on August 5, 1999, the resignation submitted by James M. Chriss. Mr. Chriss joined the Company as President in May 1999. See Form 8-K filed on August 17, 1999 for the complete press release. 19 Item 6. Exhibits and Reports on Form 8-K - ----------------------------------------- (a) Exhibits -------- 10.20 Second Amendment to Loan and Security Agreement dated as of August 4, 1999 between Tultex Corporation and Nationsbank, N.A. 10.21 Agreement dated July 2, 1999 between Pension Benefit Guaranty Corporation and Tultex Corporation 10.22 Intercreditor Agreement dated May 7, 1999 between U.S. Bank National Association and Nationsbank, N.A. (b) Reports on Form 8-K ------------------- The following reports on Form 8-K were filed during the quarter for which this report was filed: 1. Current report on Form 8-K dated July 15, 1999 and filed on August 5, 1999 reporting under Item 5 the conversion of 20% of the Registrant's $14.4 million of subordinated notes into 4,609,600 shares of the Registrant's common stock. 2. Current report on Form 8-K dated August 13, 1999 and filed on August 17, 1999 reporting under Item 5 the press release issued by the Registrant announcing the appointment of a new President and CEO. Items 1, 2, and 3 are inapplicable and are omitted. 20 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TULTEX CORPORATION ------------------ (Registrant) Date August 17, 1999 /s/ O. R. Rollins --------------- ----------------- O. R. Rollins, President and Chief Executive Officer Date August 17, 1999 /s/ P. W. Harris, Jr. --------------- ---------------------- P. Woolard Harris, Jr., Vice President and Chief Financial Officer EX-10 2 EXHIBIT 10.20 Exhibit 10.20 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO Loan and Security Agreement (the "Amendment") is made and entered into effective as of the 4th day of August, 1999, by and among Bank of America, N.A., formerly NationsBank, N.A., as agent for the lenders party to the Loan Agreement (as hereafter defined) from time to time (the "Agent"), the financial institutions party to the Loan Agreement (the "Lenders"), TULTEX CORPORATION, a Virginia corporation ("Tultex"), the Subsidiaries of Tultex party hereto as borrowers (together with Tultex, the "Borrowers"), and the Subsidiaries of Tultex party hereto as guarantors (the "Guarantors", and, together with the Borrowers, the "Obligors"). W I T N E S S E T H : WHEREAS, the Agent, the Lenders and the Obligors entered into that certain Loan and Security Agreement, dated May 7, 1999 (as amended, the "Loan Agreement"), pursuant to which the Agent and the Lenders agreed to extend certain financial accommodations to the Obligors; and WHEREAS, pursuant to the Loan Agreement, the Obligors agreed, among other things, to comply with certain covenants set forth therein, including certain financial covenants; and WHEREAS, the Obligors have failed to comply with the financial covenants set forth in Sections 11.1(a) and (b) of the Loan Agreement; and WHEREAS, the Obligors' agreement to comply with such financial covenants was a material inducement to the Agent's and the Lenders' agreement to enter into the Loan Agreement and extend financial accommodations thereunder; and WHEREAS, the Obligors have requested that the Agent and the Lenders waive such financial covenant defaults, and the Agent and the Lenders are willing to do so, subject to the terms and conditions set forth herein, including the amendments to the Loan Agreement set forth herein. NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. All capitalized terms used herein and not otherwise expressly defined herein shall have the respective meanings given to such terms in the Loan Agreement. Each reference in the Loan Agreement to "NationsBank" shall mean Bank of America, N.A. 2. The parties hereto acknowledge that the Obligors are in default under SECTIONS 11.1(A) and (B) of the Loan Agreement for the fiscal quarter ending on July 3, 1999 (the "Specified Defaults"). In reliance upon the representations, warranties, agreements and covenants of the Obligors set forth herein and in the Loan Agreement, as amended hereby, the Agent and the Lenders agree to waive the Specified Defaults. However, the Agent and the Lenders reserve all of their rights and remedies at all times with respect to any Default or Event of Default, other than the Specified Defaults, whether presently existing or occurring hereafter. 3. The Loan Agreement is amended by deleting the definition of "Applicable Margin" set forth in SECTION 1.1 and replacing it with the following: "Applicable Margin" means, as to (a) Prime Rate Loans, 1.75%, and (b) LIBOR Loans, 3.75%, as adjusted in accordance with the performance pricing matrix set forth on ANNEX II attached hereto based upon the ratio of Consolidated Funded Indebtedness as of the date of determination to Consolidated EBITDA for the preceding four fiscal quarters. Adjustments to the Applicable Margin shall be effective as of (i) the first day of the calendar month which begins at least 10 days after the Agent's receipt of the Obligors' audited financial statements as of each fiscal year end (commencing with the financial statements for the fiscal year ending on January 1, 2000) in conformance with SECTION 10.1(A), together with the accountant's certificate described in SECTION 10.2 setting forth the calculations necessary to determine the ratio referred to above, and (ii) the first day of the calendar month which begins at least 10 days after the Agent's receipt of the Obligors' financial statements as of the last day of each subsequent fiscal quarter in conformance with SECTION 10.1(B), together with the officer's certificate described in SECTION 10.3 setting forth the calculations necessary to determine the ratio referred to above; PROVIDED no decrease in the Applicable Margin shall be made if a Default or Event of Default exists as of the effective date of such scheduled adjustment. In the event the Obligors fail to provide in a timely manner the financial statements and certificates referred to above, and without prejudice to any additional rights under SECTIONS 4.1(D) and 12.2, the maximum Applicable Margin shall apply to all LIBOR Loans and Prime Rate Loans until the first day of the calendar month which begins at least 10 days after the Agent's receipt of such financial statements and certificates. 4. The Loan Agreement is amended by deleting the definition of "Borrowing Base" set forth in SECTION 1.1 and replacing it with the following: "Borrowing Base" means at any time an amount equal to the lesser of: (a) the Revolving Credit Facility MINUS the sum of (i) the Letter of Credit Reserve, PLUS (ii) such other reserves as the Agent in its reasonable discretion may establish from time to time, and (b) an amount equal to (i) 85% (or such lesser percentage as the Agent may in its reasonable discretion determine from time to time) of the face value of Eligible Receivables due and owing at such time, PLUS -2- (ii) 60% (or such lesser percentage as the Agent may in its reasonable discretion determine from time to time) of the face value of Eligible Bill and Hold Receivables due and owing at such time, PLUS (iii) THE LESSER OF (A) the product of (1) the lesser of (x) cost (determined on a first-in-first-out accounting basis and as adjusted, until Tultex has updated its standard inventory costing systems in accordance with SECTION 9.15, in the case of raw materials and finished goods, for the applicable Capitalized Variance set forth below) and (y) fair market value of Eligible Inventory, net of reserves for obsolescence, at such time (the "Eligible Inventory Amount"), multiplied by (2) the ratio of (x) 85% of the median orderly liquidation value of finished goods, greige goods and raw material Inventory of the Obligors included in the most recent Inventory Appraisal, as determined by the Inventory Appraiser pursuant to such Inventory Appraisal, to (y) the Eligible Inventory Amount as of the date of such Inventory Appraisal, PROVIDED that no more than $4,000,000 shall be included in the Borrowing Base with respect to inventory located at retail stores, AND (B) the Applicable Inventory Advance Percentage of the lesser of cost (determined on a first-in-first-out accounting basis and as adjusted, until Tultex has updated its standard inventory costing systems in accordance with SECTION 9.15, in the case of raw materials and finished goods, for the applicable Capitalized Variance set forth below) and fair market value of Eligible Inventory, net of reserves for obsolescence, at such time, PROVIDED that no more than $4,000,000 shall be included in the Borrowing Base with respect to inventory located at retail stores, AND (C) the Inventory Sublimit, MINUS (iv) the sum of (A) the Letter of Credit Reserve, PLUS (B) such other reserves as the Agent in its reasonable discretion may establish from time to time. As used herein, "Applicable Inventory Advance Percentage" means (x) 50% in the case of Eligible Inventory consisting of raw materials, (y) 40% in the case of Eligible Inventory consisting of greige goods, and (z) 60% in the case of Eligible Inventory consisting of finished goods, or, in any such case, such lesser percentage as the Agent may in its reasonable discretion determine from time to time. As used herein, "Inventory Sublimit" means (i) $100,000,000 at all times prior to October 2, 1999, (2) $90,000,000 at all times on or after October 2, 1999 but prior to November 6, 1999, (3) $80,000,000 at all times on or after November 6, 1999 but prior to December 4, 1999, and (4) $75,000,000 at all times thereafter. As used herein, "Capitalized Variance" means, (A) in the case of raw materials, a reduction equal to 5.5% of the amount of Eligible Inventory consisting of raw materials, and (B) in the case of finished goods, an increase equal to the lesser of $13,000,000 and 10% of the amount of Eligible Inventory consisting of finished goods. -3- 5. The Loan Agreement is amended by deleting SECTION 11.1(B) and replacing it with the following: (b) Minimum EBITDA. Permit the EBITDA of Tultex and its Consolidated Subsidiaries for the third fiscal quarter of fiscal year 1999 to be less than $3,000,000. 6. As consideration for the accommodations set forth herein, the Obligors shall pay to the Lenders a non-refundable fee of $100,000, such fee to be shared on a Ratable basis. The Obligors acknowledge that such fee shall constitute compensation for the Lenders' waiver and other accommodations contemplated hereby and shall not constitute interest. The Obligors agree that such fee shall be fully earned as of the date hereof. 7. To induce the Agent and the Lenders to enter into this Amendment and grant the accommodations set forth herein, the Obligors hereby represent and warrant that, as of the date hereof, except for the Specified Defaults, there exists no Default or Event of Default. 8. To induce the Agent and the Lenders to enter into this Amendment and grant the accommodations set forth herein, each Obligor agrees that (a) except as expressly set forth herein, neither the Agent nor any Lender has agreed to (and has no obligation whatsoever to discuss, negotiate or agree to) any other restructuring, modification, amendment, waiver or forbearance with respect to the Secured Obligations or the Loan Agreement, (b) no understanding with respect to any other restructuring, modification, amendment, waiver or forbearance with respect to the Secured Obligations or the Loan Agreement shall constitute a legally binding agreement or contract, or have any force or effect whatsoever, unless and until reduced to writing and signed by authorized representatives of each party hereto, and (c) the execution and delivery of this Amendment has not established any course of dealing between the parties hereto or created any obligation or agreement of the Agent or any Lender with respect to any future restructuring, modification, amendment, waiver or forbearance with respect to the Secured Obligations or the Loan Agreement. 9. To induce the Agent and the Lenders to enter into this Amendment and grant the accommodations set forth herein, each Obligor (a) acknowledges and agrees that no right of offset, defense, counterclaim, claim or objection exists in favor of such Obligor against the Agent or any Lender arising out of or with respect to the Loan Agreement, the other Loan Documents or the Secured Obligations, and (b) releases, acquits, remises and forever discharges the Agent and each Lender and its Affiliates and all of their past, present and future officers, directors, employees, agents, attorneys, representatives, successors and assigns from any and all claims, demands, actions and causes of action, whether at law or in equity, whether now accrued or hereafter maturing, and whether known or unknown, which such Obligor now or hereafter may have by reason of any manner, cause or things to and including the date of this Amendment with respect to matters arising out of or with respect to the Loan Agreement, the other Loan Documents or the Secured Obligations. 10. The Obligors hereby restate, ratify, and reaffirm each and every term, condition, representation and warranty heretofore made by each of them under or in connection with the execution and delivery of the Loan Agreement, as amended hereby, and the other Loan Documents, as fully as though such representations and warranties had been made on the date hereof and with specific reference to this Amendment, except to the extent that any such representation or warranty relates solely to a prior date. -4- 11. In addition to any other fees described herein, the Obligors agree to pay on demand all reasonable costs and expenses of the Agent and each Lender in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of legal counsel to the Agent and each Lender. 12. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. 13. This Amendment shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto. 14. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Georgia, other than its laws respecting choice of law. -5- IN WITNESS WHEREOF, the Obligors, the Agent and the Lenders have caused this Amendment to be duly executed under seal by their authorized officers in several counterparts, all as of the date first above written. BORROWERS: TULTEX CORPORATION By: ------------------------------------------ O. Randolph Rollins Executive Vice President and General Counsel CALIFORNIA SHIRT SALES, INC. By: ------------------------------------------ O. Randolph Rollins Vice President DOMINION STORES, INC. By: ------------------------------------------ O. Randolph Rollins Vice President TULTEX/T-SHIRT CITY, INC. By: ------------------------------------------ O. Randolph Rollins Vice President TRACK GEAR, INC. By: ------------------------------------------ O. Randolph Rollins Chairman and Chief Executive Officer GUARANTORS: AKOM, LTD. By: ------------------------------------------ O. Randolph Rollins Vice President DOMINION DISTRIBUTION, INC. By: ------------------------------------------ O. Randolph Rollins Vice President LIGA MAYOR DE MEXICO S.A. DE C.V. By: ------------------------------------------ O. Randolph Rollins Legal Representative TULTEX SUBSIDIARY (VA), INC. By: ------------------------------------------ O. Randolph Rollins Vice President TULTEX SUBSIDIARY (MASS), INC. By: ------------------------------------------ O. Randolph Rollins Vice President TULTEX CANADA, INC. By: ------------------------------------------ O. Randolph Rollins Vice President TULTEX INTERNATIONAL, INC. By: ------------------------------------------ O. Randolph Rollins Vice President SWEATJET INCORPORATED By: ------------------------------------------ O. Randolph Rollins Vice President LENDERS: BANK OF AMERICA, N.A. By: ------------------------------------------ Name: ---------------------------------- Title: ---------------------------------- GENERAL ELECTRIC CAPITAL CORPORATION By: ------------------------------------------ Name: ---------------------------------- Title: ---------------------------------- CONGRESS FINANCIAL CORPORATION (SOUTHERN) By: ------------------------------------------ Name: ---------------------------------- Title: ---------------------------------- PNC BANK NATIONAL ASSOCIATION By: ------------------------------------------ Name: ---------------------------------- Title: ---------------------------------- THE CIT GROUP/COMMERCIAL SERVICES, INC. By: ------------------------------------------ Name: ---------------------------------- Title: ---------------------------------- AGENT: BANK OF AMERICA, N.A. By: ------------------------------------------ Name: ---------------------------------- Title: ---------------------------------- EX-10 3 EXHIBIT 10.21 Exhibit 10.21 AGREEMENT --------- THIS AGREEMENT is executed and entered into effective as of July 2, 1999 (the "Effective Date"), by and between the Pension Benefit Guaranty Corporation ("PBGC") and Tultex Corporation ("Tultex" or "Company"). WITNESSETH ---------- WHEREAS, Tultex is a contributing sponsor, as defined in section 4001(a)(13) of ERISA (as hereinafter defined), of the Pension Plan for the Employees of Tultex ("Plan"); and WHEREAS, Tultex recently completed a recapitalization of the Company whereby a new $150 million secured credit facility from Bank of America was obtained that: 1) paid off all of the outstanding amounts under the Company's prior unsecured revolving credit agreement; 2) funded a partial tender offer for the Senior Notes; 3) provided a security interest to its Senior Noteholders; and 4) provided Tultex with working capital (the "Recapitalization"); and WHEREAS, PBGC informed Tultex that, as a result of the Recapitalization, PBGC may determine to initiate proceedings pursuant to section 4042(a)(4) of ERISA to terminate the Plan based on the ground that the possible long-run loss to the PBGC may reasonably be expected to increase unreasonably; and WHEREAS, in consideration of Tultex's willingness to undertake the obligations set forth below in this Agreement, PBGC will not institute proceedings under section 4042 of ERISA to terminate the Plan based on the grounds that the Recapitalization results in an unreasonable increase in the possible long-run loss to the PBGC. NOW THEREFORE, for good and valuable consideration, and intending to be bound hereby, PBGC and Tultex agree as follows. I. DEFINITIONS. ------------ When used herein: "Additional Cash Contributions" shall have the meaning set forth in Section II. "Agreement" means this agreement made by and between PBGC and Tultex. "Bank of America" means Bank of America Business Credit. "Code" means the Internal Revenue Code of 1986, as amended. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. "PBGC" means the Pension Benefit Guaranty Corporation, a wholly-owned United States government corporation. "Plan" shall have the meaning set forth in the recitals hereto. "Plan Year" means the 12-month period from June 1 to May 31. For example, the 1999 Plan Year ends on May 31, 1999. "Recapitalization" shall have the meaning set forth in the recitals hereto. "Required Credit Balance" means, as of the end of any Plan Year, the amount of the Additional Cash Contributions paid or payable for such Plan Year and prior Plan Years, adjusted for interest at the end of the Plan Year. The Required Credit Balance shall be maintained until the Agreement terminates pursuant to Section VI hereof. "Senior Noteholders" mean the holders of Tultex 9-5/8 percent Senior Notes due 2007 and 10-5/8 percent Senior Notes due 2005. "Tultex Corporation" shall mean Tultex Corporation, a Virginia corporation with its headquarters in Martinsville, Virginia. 2 II. ADDITIONAL CASH CONTRIBUTIONS: ------------------------------ In addition to the minimum funding contributions to the Plan required under the funding standards of section 412 of the Code, Tultex will make Additional Cash Contributions to the Plan as follows: for the 1999 Plan year, $2 million on or before December 31, 1999; for the 2000 Plan year, $2 million on or before December 31, 2000; and for the 2001 Plan year, $1.5 million on or before December 31, 2001. III. CREDIT BALANCE MAINTENANCE REQUIREMENT. --------------------------------------- For each Plan Year during the term of this Agreement, beginning with the 1999 Plan Year, on or before December 31 following the end of the Plan Year, Tultex will make any contribution to the Plan necessary to maintain the Required Credit Balance in the Plan's funding standard account. IV. TAX DEDUCTIBILITY LIMITATION ON CONTRIBUTIONS. ---------------------------------------------- Tultex shall not be obligated to make the portion of any payment required under Section II or III of this Agreement that would be non-deductible under Code ss. 404 for the Plan Year. If a required payment exceeds the maximum deductible amount for the Plan under Code ss. 404 for the Plan year, then the portion of any payment not made in a given Plan Year due to the maximum tax deductible contribution limitation will be carried over and paid in the next Plan Year for which it is deductible. The amount of the maximum deductible contributions will be determined with the current liability calculated lowering the interest rate as necessary to make such additional contributions deductible, but not less than the lowest interest rate in the permissible range as prescribed under Code ss. 412(l)(7)(C), or any successor provisions thereto. 3 V. RENEWABLE LETTER OF CREDIT. --------------------------- On or before September 30, 1999, Tultex will provide to PBGC an irrevocable Letter of Credit, substantially in the form attached hereto, for the benefit of PBGC with the following terms: (a) Amount: An initial amount of $2 million. After Additional Cash Contributions of $4 million have been contributed to the Plan, the Letter of Credit may be reduced to $1.5 million. (b) Duration and Features: The Letter of Credit shall be a one year irrevocable Letter of Credit, effective on September 30, 1999, and, with annual renewals, shall remain in effect until all Additional Cash Contributions have been made. (c) Annual Notice and Replacement: The Letter of Credit shall provide that the issuing bank shall notify PBGC and Tultex no less than sixty (60) days prior to the expiration of the Letter of Credit as to whether it intends to renew the Letter of Credit for another year. If the issuing bank does not intend to renew, Tultex must provide a replacement Letter of Credit before the thirtieth (30) day prior to the expiration of the Letter of Credit. Should the Letter of Credit be drawn upon to satisfy the requirements of Section V(d)(3)-(5) below, Tultex must provide PBGC a replacement Letter of Credit within five (5) business days for the amount specified in Section V(a) above. (d) Draw Events: PBGC may draw the full amount of the Letter of Credit, and any replacement Letter of Credit, in the event of the following: (1) PBGC receives a Notice of Intent to Terminate the Plan in a distress termination pursuant to section 4041(c) of ERISA; (2) Ten (10) days after PBGC issues a Notice of Determination that the Plan should be terminated in an involuntary termination pursuant to section 4042 of ERISA; 4 (3) Tultex fails to provide a replacement Letter of Credit more than thirty (30) business days before the expiration of the Letter of Credit then in place; (4) Tultex fails to make an Additional Cash Contribution by the prescribed date; and (5) Tultex fails to maintain the Required Credit Balance as described in Section III above. (e) Escrow Account for Letter of Credit: (1) Amounts received by PBGC pursuant to a draw on the Letter of Credit or replacement Letter of Credit under Section V(d)(1) and (d)(2) above shall be held in an interest bearing escrow account until the Plan has been terminated, either by court order or by agreement between the Plan administrator of the Plan and PBGC. If, however, PBGC subsequently withdraws the Notice of Determination, or fails or otherwise declines to terminate the Plan under ERISA ss.ss. 4041(c) or 4042, PBGC will return the amount in the escrow account to Tultex. Taxes on earnings on any escrowed amounts shall be charged to the escrow account. After-tax interest earned on escrowed amounts shall he available for distribution to Tultex. If the Plan is terminated and the liabilities of the Plan associated with termination are less than the escrow amount, PBGC will apply the amount drawn to satisfy Tultex's liabilities associated with termination of the Plan. Any amounts remaining in the escrow after Tultex's termination liabilities are satisfied will be returned to Tultex. (2) Amounts received by PBGC pursuant to a draw of the Letter of Credit under Section V(d)(3) above shall be held in an interest bearing escrow account until such time as an event described in sections V(d)(1), (2) , (4) or (5) occurs, at which time Sections V(e)(1) or (3) will govern the use of the amount in escrow account. (3) Amounts received by PBGC pursuant to a draw of the Letter of Credit under Section V(d)(4) above shall be held in an interest bearing escrow account until such time as the missed Additional Cash Contribution has been made and PBGC receives from Tultex a replacement Letter of Credit in the amount required under section V(a) above. If the missed Additional Cash Contribution has been made to the Plan and PBGC receives a replacement Letter of Credit under section V(c) above, PBGC will return the amount in the escrow account to Tultex. (4) Amounts received by PBGC pursuant to a draw of the Letter of Credit under Section V(d)(5) above shall be held in an interest bearing escrow 5 account until such time as Tultex contributes to the Plan an amount sufficient to maintain the credit balance required by Section III above. If Tultex contributes to the Plan an amount sufficient to maintain the Required Credit Balance and PBGC receives a replacement Letter of Credit under section V(c) above, PBGC will return the amount in the escrow account to Tultex. In the event the Plan is successfully terminated in a standard termination under section 4041(b) of ERISA, amounts received by PBGC pursuant to a draw of the Letter of Credit will be returned. In addition, if the Agreement terminates in accordance with Section VI below, any balance in the escrow account will be returned to Tultex. VI. EXPIRATION OF THE AGREEMENT. ---------------------------- This Agreement will terminate upon the earliest to occur of (a), (b), (c), or (d) below, but in the case of (a), (b), or (c), no earlier than five (5) years from the date of the Agreement, and provided that Tultex has made all contributions required under the Agreement. (a) The date on which Tultex obtains ratings on its unsecured debt from Standard & Poor's and Moody's of at least BBB and Baa2, respectively. (b) The date on which Tultex demonstrates to PBGC that the Plan has no unfunded benefit liabilities as determined under section 4001(a)(18) of ERISA as of the last day of the Plan Year for any two consecutive Plan Years (the last day of the Plan Year in the second consecutive year being the measurement date). (c) In the event there is no rating as provided in subsection (a) above, the date on which Tultex obtains a private ratings on a hypothetical issue of unsecured debt at the rating level (or better) specified in paragraph (a) above. For purposes of obtaining such private ratings, the amount of the hypothetical debt will equal at least $100 million. (d) The date on which the Plan is successfully terminated in a standard termination under section 4041(b) of ERISA. 6 VII. NOTICE OF EXPIRATION OF AGREEMENT. ---------------------------------- Tultex shall provide PBGC with written notice of any determination by Tultex that it has achieved one of the tests for expiration of this Agreement set forth in Section VI above. PBGC will respond in writing to Tultex within thirty (30) days of the receipt of Tultex's written notice whether it concurs with the determination. Such concurrence shall not be unreasonably withheld. Upon receipt by Tultex of PBGC's concurrence, the Agreement will terminate. VIII. REPORTING REQUIREMENTS. ----------------------- From and after the Effective Date and until termination of this Agreement, and in addition to any reporting obligations that Tultex may have under ERISA, Tultex shall deliver or cause to be delivered to PBGC--Corporate Finance & Negotiations Department the following: (a) Copies of Form 5500 (with attachments) when filed with the IRS, and Actuarial Valuation Reports prior to the end of the Plan year for the Plan. (b) Written notice of date and amount of contributions made to the Plan within ten (10) business days after the contribution is made, or written notice of failure to make any contribution within five (5) business days after the due date. If any of the contributions required under this Agreement cannot be made in a Plan Year due to the maximum tax deductible contribution limitation, Tultex will, within ten (10) days of such determination, provide PBGC with the calculations supporting that conclusion. (c) Written notice thirty (30) days prior to any change in any of the Plan's actuarial assumptions or methods for the purpose of the minimum funding standard of section 412 of the Code, which change shall be subject to PBGC's consent in advance. Such consent shall not be unreasonably withheld. (d) Written notice no later than thirty (30) days prior to any Plan merger or spinoff. (e) Written notice thirty (30) days prior to any material refinancing of debt or material change in debt amortization schedule, any violation of financial covenants, or receipt of a waiver of financial covenants. 7 (f) Written notice thirty (30) days prior to any transaction that would have the effect of transferring assets and liabilities of the Plan or transferring sponsorship of the Plan. (g) Written notice thirty (30) days prior to any sale, transfer or other disposition of assets of any member of the controlled group where such assets represent (i) 10% or more of the book value of the assets of the controlled group on a consolidated basis, or (ii) generated 10% or more of the consolidated revenues or operating income. (h) Copies of any notices of reportable events at the time they are filed. IX. GENERAL PROVISIONS. ------------------- (a) Compliance with ERISA. Nothing in this Agreement shall affect or in any way diminish Tultex's obligations to comply with ERISA. (b) Limitation of Rights. This Agreement is intended to be and is for the sole and exclusive benefit of PBGC and Tultex. Nothing expressed or mentioned in or to be implied from the Agreement gives any person other than PBGC and Tultex any legal or equitable right, remedy or claim against Tultex or PBGC under or in respect of this Agreement. (c) Notices. All notices, demands, instructions and other communications required or permitted under the Agreement to any party to the Agreement shall be in writing and shall be personally delivered or sent by registered, certified or express mail, postage prepaid, return receipt requested; telefacsimile (which shall be immediately followed by the original of such communication); or pre-paid overnight delivery service with confirmed receipt and shall be deemed to be given for purposes of this Agreement on the date the writing is received by the intended recipient, or in the case of telefacsimile, on the date transmitted to the intended recipient. Unless otherwise specified in a notice sent or delivered in accordance with the 8 foregoing provisions of this section, notices, demands, instructions and other communications in writing shall be sent to the parties as indicated below: To Tultex: General Counsel Tultex Corporation PO Box 5191 Martinsville, VA 24115 Telephone (540) 632-2961 Facsimile (540) 632-8751 To PBGC: Director Corporate Finance and Negotiations Department Pension Benefit Guaranty Corporation 1200 K Street, N.W. Washington, D.C. 20005-4026 Telephone: (202) 326-4070 Facsimile: (202) 842-2643; and General Counsel Pension Benefit Guaranty Corporation 1200 K Street, N.W. Washington, D.C. 20005-4026 Telephone: (202) 326-4020 Facsimile: (202) 326-4112 (d) Counterparts. This Agreement may be executed in one or more counterparts and by different parties on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (e) Entire Agreement. This Agreement contains the complete and exclusive statement of the agreement and understanding by and among the parties hereto and supersedes all prior agreements, understandings, commitments, representations, communications, and proposals, oral or written, between the parties relating to the subject matter of this Agreement. This Agreement may not be amended, modified, or supplemented except by an instrument in writing executed by the parties to this Agreement. 9 (f) Representations and Warranties. PBGC and Tultex each represents and warrants to the other that it has full power and authority to enter into this Agreement and that this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the Agreement's terms. (g) No Waivers. The failure of any party to the Agreement to enforce a provision of the Agreement shall not constitute a waiver of the party's right to enforce that provision of the Agreement. (h) Headings. The section and paragraph headings contained in this Agreement are for convenience only and shall not affect the meaning or interpretation of this Agreement. (i) Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of Virginia and by ERISA, the Code and other laws of the United States to the extent they preempt Virginia law. (j) Binding Effect. This Agreement shall be binding upon Tultex and PBGC and their respective successors, if any. (k) Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party hereto. Nor shall any rule of construction that favors a non-draftsman be applied. A reference to any statute shall be deemed also to refer to all rules and regulations promulgated under the statute, unless the context requires otherwise. (l) Assignment. This Agreement may not be assigned in whole or in part by either party without the express written consent of the other party. (m) No Change to Governing Plan Documents or Administration. This Agreement is not a document or instrument governing the Plan, nor does anything in this Agreement amend, 10 supplement or derogate from the documents and instruments governing the Plan. Further, nothing in this Agreement alters, amends or otherwise modifies the operation or administration of the Plan. IN WITNESS WHEREOF, the parties to this Agreement have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as of the day and year first stated above. PENSION BENEFIT GUARANTY CORPORATION ------------------------------------ By: Andrea E. Schneider Title: Chief Negotiator and Director, Corporate Finance and Negotiations Department TULTEX CORPORATION ------------------------------------- By: O. Randolph Rollins Title: Executive Vice President and General Counsel 11 EX-10 4 EXHIBIT 10.22 INTERCREDITOR AGREEMENT This INTERCREDITOR AGREEMENT (the "Agreement") is made and entered into this 7th day of May, 1999, by and between U.S. BANK NATIONAL ASSOCIATION, in its capacity as Successor Trustee under the below-described Indentures (in such capacity, "Trustee"), and NATIONSBANK, N.A., in its capacity as Agent for the Lenders under the below-described Loan Agreement (in such capacity, "Agent"). W I T N E S S E T H : WHEREAS, Tultex Corporation, a Virginia corporation ("Tultex"), CALIFORNIA SHIRT SALES, INC., a Virginia corporation, DOMINION STORES, INC., a Virginia corporation, TULTEX/T-SHIRT CITY, INC., a Virginia corporation, and TRACK GEAR INC., a Virginia corporation (collectively, "Borrowers"), AKOM, LTD., a Cayman Islands, B.W.I. corporation, DOMINION DISTRIBUTION, INC., a Virginia corporation, LIGA MAYOR DE MEXICO S.A. DE C.V., a Mexican corporation, TULTEX SUBSIDIARY (VA), INC., a Virginia corporation, formerly known as Logo Athletic, Inc., TULTEX SUBSIDIARY (MASS), INC., a Massachusetts corporation formerly known as Logo Athletic/Headwear, Inc., TULTEX CANADA, INC., a Canadian corporation, SWEATJET INCORPORATED, a Virginia corporation, and TULTEX INTERNATIONAL, INC., a Virginia corporation (collectively, "Guarantors"; Borrowers, Guarantors and any other Person which hereafter becomes a borrower or guarantor under the Loan Agreement, collectively, "Obligors"), certain lenders party thereto from time to time (the "Lenders"), and Agent have entered into that certain Loan and Security Agreement, dated as of May 7, 1999 (together with any amendments, supplements, modifications, restatements and successor agreements, the "Loan Agreement"); and WHEREAS, pursuant to the terms and conditions of the Loan Agreement, the Lenders and Agent have agreed to make certain loans and financial accommodations available to Obligors; and WHEREAS, in order to secure their obligations arising under or with respect to the Loan Agreement, Obligors have entered into certain security agreements, assignments, mortgages, deeds of trust, and other security documents (as amended from time to time, together with the Loan Agreement and the other agreements, instruments and documents executed in connection therewith, the "Bank Documents"), pursuant to which Obligors have granted Agent, as agent for the Lenders and the other Bank Creditors (as defined below), a lien on and security interest in the Collateral (as defined below); and WHEREAS, in connection with the restructuring of the Obligors' existing indebtedness, Tultex, as Issuer, the other Obligors, as Guarantors, and Trustee have entered into (a) that certain Indenture, dated as of March 15, 1995, with respect to Tultex's 10-5/8% Senior Notes due 2005 (the "10-5/8% Notes") in the aggregate original principal amount of $110,000,000, together with the First Supplemental Indenture thereto, dated as of May 1, 1997, and the Second Supplemental Indenture of even date herewith (together with any further amendments, supplements, modifications, restatements and successor agreements, the "10-5/8% Indenture"), and (b) that certain Indenture, dated as of April 17, 1997, with respect to Tultex's 9-5/8% Senior Notes due 2007 (together with the 10-5/8% Notes, the "Notes") in the aggregate original principal amount of $75,000,000, together with the First Supplemental Indenture thereto, dated as of May 1, 1997, and the Second Supplemental Indenture of even date herewith (together with any further amendments, supplements, modifications, restatements and successor agreements, the "9-5/8% Indenture", and together with the 10-5/8% Indenture, the "Indentures"); and WHEREAS, in order to secure their obligations arising under or with respect to the Notes and the Indentures, Obligors have entered into certain security agreements, assignments, mortgages, deeds of trust, and other security documents (as amended from time to time, together with the Notes and the Indentures and the other agreements, instruments and documents executed in connection therewith, the "Noteholder Documents"), pursuant to which Obligors have granted Trustee, as trustee for the holders of the Notes (the "Noteholders"), a lien on and security interest in the Collateral; and WHEREAS, it is contemplated in the Indentures and the Loan Agreement that Agent will have a first priority lien on and security interest in the Bank Priority Collateral (as defined below) and Trustee will have a first priority lien on and security interest in the Noteholder Priority Collateral (as defined below); and WHEREAS, the parties hereto are executing and delivering this Agreement to evidence their agreement in respect of their relative rights with respect to the Collateral. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. DEFINITIONS. In addition to terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth below: "Agent" shall have the meaning set forth in the preamble or recitals to this Agreement. "Bank Creditor" means any Secured Creditor under and as defined in the Loan Agreement. "Bank Documents" shall have the meaning set forth in the preamble or recitals to this Agreement. "Bank Obligations" means all Secured Obligations under and as defined in the Loan Agreement. "Bank Priority Collateral" means (a) all Receivables and Receivables Related Collateral; (b) all Inventory; (c) all Contract Rights relating to or arising out of Receivables or Inventory; (d) all General Intangibles, including all Proprietary Rights; (e) all Tax Refund Claims; (f) all documents of title, policies and certificates of insurance, securities, chattel paper and other documents and instruments evidencing or pertaining to any and all items of Bank Priority Collateral identified in the other clauses of this definition; (g) all of Obligors' demand, time, savings, passbook, money market or like depository accounts, and certificates of deposit, -2- maintained with a bank, savings and loan association, credit union or like organization; and (h) any and all products and proceeds of the foregoing (including any claim to any item referred to in this definition, and any claim against any third party for loss of, damage to or destruction of any or all of the Bank Priority Collateral, or for proceeds payable under, or unearned premiums with respect to, policies of insurance with respect to Bank Priority Collateral) in whatever form, including cash, negotiable instruments and other instruments for the payment of money, investment property, chattel paper, security agreements and other documents. "Borrowers" shall have the meaning set forth in the preamble or recitals to this Agreement. "Collateral" means, collectively, all Bank Priority Collateral and all Noteholder Priority Collateral. "Contract Rights" means, in each case whether now existing or hereafter arising, any rights under contracts not yet earned by performance and not evidenced by an instrument or chattel paper. "Copyrights" means, in each case whether now existing or hereafter arising, all of each Obligor's right, title and interest in and to: (a) all copyrights, rights and interests in copyrights, works protectable by copyright, copyright registrations and copyright applications; (b) all renewals of any of the foregoing; (c) all income, royalties, damages and payments now or hereafter due and/or payable under any of the foregoing, including damages or payments for past or future infringements of any of the foregoing; (d) the right to sue for past, present and future infringements of any of the foregoing; and (e) all rights corresponding to any of the foregoing throughout the world. "Enforcement Action" means (a) the commencement of any action, suit or proceeding (including any Proceeding) against any Obligor to repossess, foreclose, liquidate or otherwise realize upon any of the Collateral, (b) the exercise of any remedy to enforce any Lien in any of the Collateral, including any non-judicial action taken to repossess, foreclose, liquidate or otherwise realize upon any of the Collateral (including the giving of any notice to any Person obligated on a Receivable), and (c) any petition or other suit for the appointment of a receiver for any Obligor or any Obligor's assets. "Enforcement Notice" shall have the meaning set forth in Section 5 hereof. "Equipment" means, in each case whether now existing or hereafter arising, all of each Obligor's right, title and interest in and to all machinery, apparatus, equipment, motor vehicles, tractors, trailers, rolling stock, fittings, fixtures and other tangible personal property (other than Inventory) of every kind and description used in any Obligor's business operations or owned by an Obligor or in which an Obligor has an interest, and all parts, accessories and special tools and all increases and accessions thereto and substitutions and replacements therefor. "Event of Default" means any Event of Default under and as defined in the Bank Documents or the Noteholder Documents. "General Intangibles" means, in each case whether now existing or hereafter arising, all of each Obligor's general intangibles and other intangible personal property of every kind and nature -3- which relate to or arise out of any of the Receivables or Inventory, including all of the following which relate to or arise out of any of the Receivables or Inventory: all Proprietary Rights, corporate or other business records, inventions, designs, blueprints, plans, specifications, goodwill, computer software, customer lists, registrations, licenses, franchises, rights and claims against carriers and shippers, rights to indemnification, business interruption insurance and proceeds thereof, property, casualty or any similar type of insurance and any proceeds thereof (to the extent payable in respect of Bank Priority Collateral), and any letter of credit, guarantee, claims, security interest or other security held by or granted to any Obligor to secure payment by an account debtor of any of the Receivables. "Guarantors" shall have the meaning set forth in the preamble or recitals to this Agreement. "Indentures" shall have the meaning set forth in the preamble or recitals to this Agreement. "Inventory" means, in each case whether now existing or hereafter arising, all inventory as such term is defined in the Uniform Commercial Code and shall include, without limitation, (a) all goods intended for sale or lease by any Obligor or for display or demonstration, (b) all work in process, (c) all raw materials and other materials and supplies of every nature and description used or which might be used in connection with the manufacture, packing, shipping, advertising, selling, leasing or furnishing of such goods or otherwise used or consumed in any Obligor's business, and (d) all documents evidencing and general intangibles relating to any of the foregoing. "Lenders" shall have the meaning set forth in the preamble or recitals to this Agreement. "Lien" means any mortgage, deed to secure debt, deed of trust, lien, pledge, charge, security interest, security title or encumbrance of any kind, whether created by agreement or by possession of property, or conferred by statute or applicable law. "Loan Agreement" shall have the meaning set forth in the preamble or recitals to this Agreement. "Logo Athletic Note" means, collectively, (a) the Non-Negotiable Subordinated Promissory Note of TKS Acquisition, Inc., dated July 15, 1998, payable to Tultex in the principal amount of $5,000,000, (b) the Non-Negotiable Subordinated Promissory Note of TKS Acquisition, Inc., dated July 15, 1998, payable to Tultex in the principal amount of $2,500,000, and (c) the Non-Negotiable Subordinated Promissory Note of TKS Acquisition, Inc., dated July 15, 1998, payable to Tultex in the principal amount of $5,000,000. "Noteholder Documents" shall have the meaning set forth in the preamble or recitals to this Agreement. "Noteholder Obligations" means all principal, interest, premium, if any, and other obligations of Tultex and the other Obligors under the Notes, the Indentures and the other Noteholder Documents. "Noteholder Priority Collateral" means (a) all Equipment; (b) all Real Estate; (c) all documents of title, policies and certificates of insurance, securities, chattel paper and other documents and instruments evidencing or pertaining to any and all items of Noteholder Priority Collateral -4- identified in the other clauses of this definition; and (d) any and all products and proceeds of the foregoing (including any claim to any item referred to in this definition, and any claim against any third party for loss of, damage to or destruction of any or all of the Noteholder Priority Collateral, or for proceeds payable under, or unearned premiums with respect to, policies of insurance with respect to the Noteholder Priority Collateral) in whatever form, including cash, negotiable instruments and other instruments for the payment of money, investment property, chattel paper, security agreements and other documents. "Noteholders" shall have the meaning set forth in the preamble or recitals to this Agreement. "Notes" shall have the meaning set forth in the preamble or recitals to this Agreement. "Obligors" shall have the meaning set forth in the preamble or recitals to this Agreement. "Patents" means, in each case whether now existing or hereafter arising, all of each Obligor's right, title and interest in and to (a) any and all patents and patent applications, (b) inventions and improvements described and claimed therein, (c) reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, (d) income, royalties, damages, claims and payments now or hereafter due and/or payable under and with respect thereto, including damages and payments for past and future infringements thereof, (e) rights to sue for past, present and future infringements thereof, and (f) all rights corresponding to any of the foregoing throughout the world. "Person" means an individual, limited liability company, corporation, partnership, association, trust or unincorporated organization, joint venture or other entity or a government or any agency or political subdivision thereof. "Proceeding" means any bankruptcy, reorganization, insolvency, receivership, or other similar proceeding with respect to any Obligor or any of its assets. "Proprietary Rights" means all of each Obligor's now owned and hereafter arising or acquired Patents, Copyrights, and Trademarks, and all rights under any of the foregoing, all extensions, renewals, reissues, divisions, continuations, and continuations-in-part of any of the foregoing, and all rights to sue for past, present and future infringement of any of the foregoing. "Real Estate" means, in each case whether now existing or hereafter arising, all of each Obligor's right, title and interest in and to real property. "Receivables" means, in each case whether now existing or hereafter arising, as to each Obligor, (a) any and all rights to the payment of money or other forms of consideration of any kind (whether classified under the Uniform Commercial Code as accounts, contract rights, chattel paper, general intangibles, or otherwise) including accounts receivable, letters of credit and the right to receive payment thereunder, chattel paper, tax refunds, insurance proceeds, Contract Rights, notes, drafts, instruments, documents, acceptances, and all other debts, obligations and liabilities in whatever form from any Person, but excluding the Logo Athletic Note and the Vendor Note, (b) all guarantees, security and Liens for payment thereof, (c) all goods, whether now owned or hereafter acquired, and whether sold, delivered, undelivered, in transit or returned, -5- which may be represented by, or the sale or lease of which may have given rise to, any such right to payment or other debt, obligation or liability, and (d) all proceeds of any of the foregoing. "Receivables Related Collateral" means (a) all goods and other property (other than Noteholder Priority Collateral), whether or not delivered, (i) the sale or lease of which gives or purports to give rise to any Receivable, including all merchandise returned or rejected by or repossessed from customers, or (ii) securing any Receivable, including all rights as an unpaid vendor or lienor (including stoppage in transit, replevin and reclamation) with respect to such goods and other property, (b) all mortgages, deeds to secure debt and deeds of trust on real or personal property, guaranties, leases, security agreements, and other agreements and property which secure any Receivable, or are acquired for the purpose of securing and enforcing any item thereof, and (c) all files, correspondence, computer programs, tapes, discs and related data processing software which contain information identifying or pertaining to any of the Receivables or any account debtor, or showing the amounts thereof or payments thereon or otherwise necessary or helpful in the realization thereon or the collection thereof. "Secured Party" means Agent, for the benefit of the Lenders and the other Bank Creditors, and Trustee, for the benefit of the Noteholders. "Tax Refund Claims" means, in each case whether now existing or hereafter arising, all of each Obligor's tax refund claims and all rights with respect thereto, including all rights to settle or compromise the amount of such claims, to file amendments and other documents with respect thereto, and to receive the proceeds thereof. "Trademarks" means, in each case whether now existing or hereafter arising, all of each Obligor's right, title and interest in and to (a) trademarks (including service marks), trade names and trade styles and the registrations and applications for registration thereof and the goodwill of the business symbolized by the trademarks, (b) licenses of the foregoing, whether as licensee or licensor, (c) renewals thereof, (d) income, royalties, damages and payments now or hereafter due and/or payable with respect thereto, including damages, claims and payments for past and future infringements thereof, (e) rights to sue for past, present and future infringements thereof, including the right to settle suits involving claims and demands for royalties owing, and (f) all rights corresponding to any of the foregoing throughout the world. "Trustee" shall have the meaning set forth in the preamble or recitals to this Agreement. "Tultex" shall have the meaning set forth in the preamble or recitals to this Agreement. "Uniform Commercial Code" means the Uniform Commercial Code as in effect in any relevant jurisdiction. "Vendor Note" means, collectively, (a) the promissory note dated July 1, 1997 of Textiles Arco Iris, SA. De CV, as amended, payable to Tultex in the amount of $198,000 as of April 3, 1999, and (b) the contract obligations due from [OMSA] and related parties under the agreement dated October 11, 1995, as amended on July 1, 1997, payable to Tultex in the amount of $4,354,000 as of April 3, 1999. -6- 2. PRIORITY OF LIENS. Notwithstanding the date, manner or order of perfection of the Liens granted to Agent or Trustee, and notwithstanding any provision of the Uniform Commercial Code, any other applicable law or decision, or the Bank Documents or Noteholder Documents, or whether Agent or Trustee holds possession of all or any part of the Collateral, or the provisions of any financing statement, the following, as between Agent and Trustee, shall be the relative priorities with respect to the various Liens of Agent and Trustee in the Collateral, whether before, after or during any Proceeding: (a) Agent shall have a first and prior Lien on the Bank Priority Collateral to secure the Bank Obligations, which Lien shall be superior to any Lien or other interest of Trustee in the Bank Priority Collateral, such Liens and other interests of Trustee being subordinate to the Lien of Agent in the Bank Priority Collateral; provided, however, that such Lien securing the Bank Obligations shall only be superior to the Lien of the Trustee on, or other interest of the Trustee in, the Bank Priority Collateral to the extent that the Bank Obligations do not exceed the sum of $160,000,000 plus all accrued but unpaid interest thereon (including any interest accruing during any Proceeding) plus all costs and expenses of collecting or enforcing the Bank Obligations or the Liens of Agent in the Collateral, including reasonable attorneys' fees; provided further, that, to the extent that the Bank Obligations exceed such sum, the Lien of Agent in the Bank Priority Collateral shall be PARI PASSU with the Lien of the Trustee on, or other interest of the Trustee in, the Bank Priority Collateral; and (b) Trustee shall have a first and prior Lien on the Noteholder Priority Collateral to secure the Noteholder Obligations, which Lien shall be superior to any Lien or other interest of Agent in the Noteholder Priority Collateral, such Liens and other interests of Agent being subordinate to the Lien of Trustee in the Noteholder Priority Collateral; provided, however, that such Lien securing the Noteholder Obligations shall only be superior to the Lien of Agent on, or other interest of Agent in, the Noteholder Priority Collateral to the extent that the Noteholder Obligations do not exceed the sum of $125,000,000 plus all accrued but unpaid interest thereon (including any interest accruing during any Proceeding) plus all costs and expenses of collecting or enforcing the Noteholder Obligations or the Liens of the Trustee in the Collateral, including reasonable attorneys' fees; provided further, that, to the extent that the Noteholder Obligations exceed such sum, the Lien of the Trustee in the Noteholder Priority Collateral shall be PARI PASSU with the Lien of Agent on, or other interest of Agent in, the Noteholder Priority Collateral. 3. BAILEE FOR PERFECTION. Each Secured Party agrees that, with respect to any Collateral at any time in its possession and in which the other Secured Party has a Lien (whether or not subordinate pursuant to the terms hereof to the Lien of the Secured Party in possession), the Secured Party in possession of any such Collateral shall be the agent and bailee of the other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) such other Secured Party's Lien in such Collateral, subject in all events to the relative priorities established pursuant to Section 2 hereof. 4. PRIORITY ON DISTRIBUTION. In the event of any distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the Collateral, whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors, or any other similar action or proceeding, or -7- the dissolution or other winding up of any Obligor's business, or any other disposition of all or any part of the Collateral during the continuance of an Event of Default: (a) subject to the provisions of Section 2(a) hereof, all proceeds of the Bank Priority Collateral shall be applied first to the Bank Obligations, until paid in full, next to the Noteholder Obligations, until paid in full, and then to Obligors or as otherwise required by applicable law; and (b) subject to the provisions of Section 2(b) hereof, all proceeds of the Noteholder Priority Collateral shall be applied first to the Noteholder Obligations, until paid in full, next to the Bank Obligations, until paid in full, and then to Obligors or as otherwise required by applicable law. 5. NOTICE OF ENFORCEMENT ACTION. Each Secured Party agrees to give to the other copies of (a) any written notice given to an Obligor of such Secured Party's intent to take any Enforcement Action (an "Enforcement Notice") or to accelerate the maturity of any of the Bank Obligations or Noteholder Obligations or commence any action, suit or proceeding to enforce payment of the Bank Obligations or Noteholder Obligations (an "Acceleration Notice"), or (b) any notice of a Default or Event of Default given to any Obligor under the Bank Documents or Noteholder Documents (a "Default Notice"), concurrently with, but in any event within 5 days after, the giving of such Enforcement Notice, Acceleration Notice or Default Notice to such Obligor. No failure of a Secured Party to give to the other a copy of such Enforcement Notice, Acceleration Notice or Default Notice as provided herein shall affect the relative priorities of the Liens established in Section 2 hereof or other rights provided herein or create a cause of action or claim against the Secured Party failing to give any such notice; provided, however, the provisions of this sentence shall not limit any cause of action or claim against Trustee arising out of the taking of any Enforcement Action by Trustee in violation of Section 7 hereof. 6. LIMITATION ON ACTIONS IN NON-PRIORITY COLLATERAL. For so long as this Agreement shall be in effect, neither the Trustee nor any Noteholder shall take any Enforcement Action with respect to any Bank Priority Collateral without the prior written consent of Agent. For so long as this Agreement shall be in effect, neither Agent nor any other Bank Creditor shall take any Enforcement Action with respect to any Noteholder Priority Collateral without the prior written consent of the Trustee. 7. TRUSTEE'S ENFORCEMENT ACTIONS IN ITS PRIORITY COLLATERAL. For so long as this Agreement shall be in effect, Trustee agrees that it will not take any Enforcement Action with respect to the Noteholder Priority Collateral until the expiration of at least 90 days after Agent's receipt of an Enforcement Notice from Trustee with respect thereto (the "Standstill Period"); provided, however, that the Standstill Period shall be extended by (a) 30 days in the case of any Enforcement Notice given with respect to an Event of Default under Section 501(4) or (11) of the 10-5/8% Indenture or Section 401(4) or (11) of the 9-5/8% Indenture and (b) the number of days (not to exceed 30) by which the delivery of any Default Notice to Agent succeeds the delivery of notice of the corresponding Default or Event of Default to any Obligor; provided, further however, that if prior to the expiration of such Standstill Period (including any extensions thereto pursuant to this Section) all Events of Default under the Noteholder Documents shall have been cured, then Trustee shall not be authorized to take any Enforcement Action with respect to the Noteholder Priority Collateral with respect to such Event of Default; provided further, however, -8- that if prior to the expiration of such Standstill Period (including any extensions thereto pursuant to this Section) Agent has commenced any Enforcement Action, then Trustee may immediately take any Enforcement Action with respect to the Noteholder Priority Collateral with respect to such Event of Default as long as such Enforcement Action does not in any manner interfere with or affect any Enforcement Action being taken by Agent with respect to the Bank Priority Collateral. As between the Obligors, the Trustee and the Noteholders, no extension of the Standstill Period shall affect the rights and remedies of the Trustee and the Noteholders under the Noteholder Documents. 8. AGENT'S ENFORCEMENT ACTIONS IN ITS PRIORITY COLLATERAL. Nothing herein shall be construed to limit, restrict or impair Agent's right to take any Enforcement Action with respect to the Bank Priority Collateral after the occurrence of any Event of Default. 9. USE OF FIXED ASSETS. Agent may, for up to 120 days following Trustee's receipt of an Enforcement Notice from Agent (or, if earlier, for up to 120 days after such Enforcement Notice should have been received had it been sent in compliance with Section 5 hereof), (a) enter upon any or all of the Real Estate without force or process of law and without obligation to pay rents, royalties or compensation to Trustee or any Obligor, and (b) use the Equipment and Real Estate to the extent Agent deems necessary to complete the manufacture of the Inventory, collect the Receivables and sell or otherwise dispose of the Bank Priority Collateral. In the event any occurrence beyond the reasonable control of Agent shall prevent or otherwise prohibit Agent or its designees from taking any action with respect to the Bank Priority Collateral as contemplated in this Section 9, including, without limitation, any Proceeding with respect to any Obligor or its properties, such 120-day period shall be extended by the number of days of such 120-day period that Agent's or its designees' access to the Bank Priority Collateral shall have been prevented thereby. If Agent has entered upon the Real Estate as provided herein, it shall use its best efforts to complete as expeditiously as is commercially reasonable its use of such premises, and Trustee and its designees shall have unrestricted access to the Noteholder Priority Collateral at all times before, during and after such entry for the purpose of evaluating the Noteholder Priority Collateral and showing it to potential purchasers. Nothing herein shall prohibit Agent from abandoning Bank Priority Collateral. Agent shall indemnify and hold harmless Trustee and the Noteholders for any destruction of, or damage to, any of the Noteholder Priority Collateral resulting directly from such entry and use, and shall repair (or replace, as necessary) any such damage or destruction as promptly as possible. In addition, Agent shall indemnify and hold harmless Trustee and the Noteholders from any reasonable cost, expense, or other liability (including, without limitation, reasonable legal fees and costs) incurred by Trustee and the Noteholders with respect to any personal injury to or death of third Persons, or any property damage to property owned by third Persons, to the extent any of the foregoing are directly caused by Agent's entry upon and use of the Equipment and Real Estate. 10. AGREEMENT ON CERTAIN BANKRUPTCY MATTERS. (a) Except as specifically provided otherwise herein, this Agreement shall continue in full force and effect during any Proceeding. For such purposes, all references in this Agreement to any Obligor shall be deemed to apply to such Obligor as debtor-in-possession and to a trustee for such Obligor. -9- (b) Sections 5, 6, 7, 11, 17 and 28 shall have no force or effect during any Proceeding. Except as provided otherwise herein, Agent, the Lenders, the Trustee and the Noteholders expressly preserve all rights that may be asserted in any Proceeding, including, without limitation, rights in respect of adequate protection and relief from the automatic stay. (c) If, in or as a result of any Proceeding, Agent or any Lender returns, refunds or repays to any Obligor, or any trustee or committee appointed in such Proceeding, any payment or proceeds of the Collateral in connection with any action, suit or proceeding alleging that Agent's or such Lender's receipt of such payments or proceeds was a voidable transfer, then Agent and the Lenders shall not be deemed ever to have received such payment or proceeds for purposes of this Agreement in determining whether and when all of the Bank Obligations have been paid in full. (d) If, in or as a result of any Proceeding, Trustee or any Noteholder returns, refunds or repays to any Obligor or any trustee or committee appointed in such Proceeding, any payment or proceeds of the Collateral in connection with any action, suit or proceeding alleging that Trustee's or such Noteholder's receipt of such payments or proceeds was a voidable transfer, then Trustee and the Noteholders shall not be deemed ever to have received such payment or proceeds for purposes of this Agreement in determining whether and when all of the Noteholder Obligations have been paid in full. 11. AGREEMENT TO RELEASE. (a) Trustee agrees that it will, if requested to do so by Agent during the continuance of an Event of Default, release its Lien in Bank Priority Collateral in connection with and in order to facilitate any foreclosure or realization upon such Bank Priority Collateral or any orderly liquidation sale of such Bank Priority Collateral, and promptly upon the request of Agent, Trustee, will, at its expense, execute and deliver such documents, instruments and agreements as are necessary to effectuate such release and to evidence such release in the appropriate public records. Notwithstanding the foregoing, the Lien granted to Trustee shall, subject to all of the provisions of this Agreement, continue in any proceeds of such Bank Priority Collateral remaining after the application of such proceeds to the Bank Obligations. (b) Agent agrees that it will, if requested to do so by Trustee during the continuance of an Event of Default, release its Lien in Noteholder Priority Collateral in connection with and in order to facilitate any foreclosure or realization upon such Noteholder Priority Collateral or any orderly liquidation sale of such Noteholder Priority Collateral, and promptly upon the request of Trustee, Agent will, at its expense, execute and deliver such documents, instruments and agreements as are necessary to effectuate such release and to evidence such release in the appropriate public records. Notwithstanding the foregoing, the Lien granted to Agent shall, subject to all of the provisions of this Agreement, continue in any proceeds of such Noteholder Priority Collateral remaining after the application of such proceeds to the Noteholder Obligations. 12. WAIVER OF MARSHALING; APPLICATION OF PAYMENTS, COLLECTIONS AND PROCEEDS. Each Secured Party hereby waives any right to require the other Secured Party to marshall any security or Collateral or otherwise to compel such other Secured Party to seek recourse against or satisfaction of the Bank Obligations or Noteholder Obligations, as the case may be, from one -10- source before seeking recourse or satisfaction from another source. Each Secured Party shall be authorized to apply, reserve and reapply, in whole or in part, any and all payments, collections and proceeds of Collateral received by it to such portion of the Bank Obligations or Noteholder Obligations, as the case may be, as such Secured Party may lawfully elect consistent with the provisions of the Bank Documents or Noteholder Documents, as the case may be. 13. PROVISIONS CONCERNING INSURANCE. Proceeds of the Collateral include insurance proceeds, and therefore the priorities set forth in Section 2 hereof govern the ultimate disposition of casualty insurance proceeds. In furtherance thereof, the Secured Parties agree that: (a) Agent shall have the sole and exclusive right, as against Trustee, to adjust settlement of insurance claims in the event of any covered loss, theft or destruction of the Bank Priority Collateral. All proceeds of such insurance shall inure to Agent, and Trustee shall cooperate (if necessary) in a reasonable manner in effecting the payment of such insurance proceeds to Agent. Agent shall have the right (as between the Secured Parties) to determine whether such proceeds will be applied to the Bank Obligations or used to rebuild, replace or repair the affected Bank Priority Collateral. If such proceeds are applied to the Bank Obligations, any proceeds remaining after payment of the Bank Obligations and all expenses of collection, including reasonable attorneys' fees and expenses, shall be promptly remitted to Trustee for application to the Noteholder Obligations, or to Obligors, as applicable. (b) Trustee shall have the sole and exclusive right, as against Agent, to adjust settlement of insurance claims in the event of any covered loss, theft or destruction of the Noteholder Priority Collateral. All proceeds of such insurance shall inure to Trustee, and Agent shall cooperate (if necessary) in a reasonable manner in effecting the payment of such insurance proceeds to Trustee. Trustee shall have the right (as between the Secured Parties) to determine whether such proceeds will be applied to the Noteholder Obligations or used to rebuild, replace or repair the affected Noteholder Priority Collateral. If such proceeds are applied to the Noteholder Obligations, any proceeds remaining after payment of the Noteholder Obligations and all expenses of collection, including reasonable attorneys' fees and expenses, shall be promptly remitted to Agent for application to the Bank Obligations, or to Obligors, as applicable. (c) All proceeds of business interruption insurance shall be deemed to be proceeds of Bank Priority Collateral and shall be dealt with accordingly hereunder. (d) To the extent that the proceeds of any insurance do not relate to any specific items of Collateral, such proceeds shall inure to the Secured Parties pro rata in proportion to their respective claims, and Agent shall act as agent for the Secured Parties in adjusting the settlement of any claims with respect to such insurance and will keep Trustee informed of its actions with respect to such insurance. 14. NOTICES. All notices, requests and demands to or upon a Secured Party shall be in writing and shall be sent by certified or registered mail, return receipt requested, personal delivery, or by telecopier or other facsimile transmission, and unless otherwise expressly provided herein, shall be deemed to have been validly served, given or delivered when delivered, in the case of personal delivery, one business day after deposit in the U.S. mail, postage prepaid, in the case of certified or registered mail, or, in the case of facsimile transmission, when received at the office of the noticed party, addressed as follows: -11- (A) If to Agent: NationsBank, N.A., as Agent 600 Peachtree Street 13th Floor Atlanta, Georgia 30308 Attn: Sherry Lail Fax: (404) 607-6437 (B) If to Trustee: U.S. Bank National Association 180 East Fifth Street St. Paul, Minnesota 55101 Attn: Richard Prokosch Fax: (651) 244-0711 or to such other address as each Secured Party may designate for itself by like notice given in accordance with this Section 14. Any written notice that is not sent in conformity with the provisions hereof shall nevertheless be effective on the date that such notice is actually received by the noticed Secured Party. The Secured Parties hereby agree that, except as expressly set forth to the contrary in this Agreement, any requirement for the giving of notice to the other under the Uniform Commercial Code or otherwise in connection with any exercise by such Secured Party of any of its rights or remedies with respect to any of the Collateral shall be satisfied by the giving of written notice at least ten days prior to the date on which such rights or remedies are to be exercised by such Secured Party, provided that nothing herein shall be deemed to require the giving of any such notice when such notice is not required by applicable law. 15. RELATIONSHIP OF PARTIES; ADDITIONAL AGREEMENTS. This Agreement is entered into solely for the purposes set forth herein, and, except as is expressly provided otherwise herein, neither Secured Party assumes any responsibility to the other Secured Party to advise such other Secured Party of information known to such Secured Party regarding the financial condition of any Obligor or regarding any of the Collateral, or of any other circumstances bearing upon the risk of nonpayment of the obligations of any Obligor under the Bank Documents or the Noteholder Documents. Each Secured Party shall be responsible for managing its relationship with Obligors and neither Secured Party shall be deemed the agent or fiduciary of the other Secured Party for any purpose, except as expressly set forth herein. Trustee and Agent (and the Lenders and the Noteholders) each may alter, amend, supplement, waive, release, discharge, extend or otherwise modify any terms of the Noteholder Documents or the Bank Documents, respectively, and otherwise manage and supervise their relationships with Obligors in accordance with their usual practices modified from time to time as they deem appropriate under the circumstances, without the consent of the other Secured Party or regard to the existence of any rights that the other Secured Party may now or hereafter have in any of the Collateral. 16. SPECIFIC ENFORCEMENT. If either Secured Party fails to comply with any provision of this Agreement that is applicable to such Secured Party, the other Secured Party may demand specific performance of this Agreement and may exercise any other remedy available at law or equity. 17. ADDITIONAL CREDIT EXTENSIONS. Trustee acknowledges, understands and agrees that (a) Agent and the Lenders may make additional loans and credit extensions available to any -12- Obligor from time to time, pursuant to the Bank Documents or otherwise, (b) all such additional loans and credit extensions shall constitute part of the Bank Obligations and shall be secured by all of the Collateral, and (c) nothing herein shall restrict in any manner or in any way the right of Agent and the Lenders to make such additional loans and credit extensions available to any Obligor as Agent and the Lenders in their sole and absolute discretion may elect. The foregoing shall not limit or restrict the provisions of Sections 2 and 4 hereof or any of the Obligors' agreements and obligations under the Noteholder Documents. 18. NO ADDITIONAL RIGHTS OF OBLIGORS; NO EFFECT ON LIENS. Nothing herein shall be construed to confer additional rights upon any Obligor. Without limiting the generality of the foregoing, if any Secured Party shall enforce its rights or remedies in violation of this Agreement, no Obligor shall be authorized to use such violation as a defense to the rights and remedies of such Secured Party, nor assert such violation as a counterclaim or basis of setoff or recoupment against such Secured Party. Nothing contained in this Agreement is intended to affect or limit in any way the Liens of either Secured Party hereto with respect to any of the Collateral or other assets of Obligors, whether tangible or intangible, insofar as Obligors and third parties are concerned. The Secured Parties specifically reserve all of their respective Liens, and rights to assert such Liens, as against Obligors and all third parties. 19 NO CHALLENGE OF RIGHTS. Each Secured Party agrees that it shall not challenge the attachment, validity, perfection, priority (as established pursuant to Section 2 hereof) or extent of the other Secured Party's Lien in the Collateral in any judicial, administrative or other proceeding (including any Proceeding). 20 REPRESENTATIONS AND WARRANTIES. Each Secured Party hereby represents and warrants to the other Secured Party as follows: (a) such Secured Party has all requisite power and authority to execute, deliver and perform this Agreement without other or further action or approval of any kind; and (b) this Agreement constitutes the valid and legally binding obligation of such Secured Party, enforceable in accordance with its terms (except that enforceability may be limited by bankruptcy, insolvency and other laws affecting creditors' rights generally), and no consent or approval of any other party (other than any consent or approval of the Lenders or the Noteholders which has been obtained), and no consent, license, approval or authorization of any governmental authority, bureau or agency, is required in connection with the execution, delivery, performance, validity and enforceability of this Agreement. 21. INDEPENDENT CREDIT INVESTIGATIONS. Neither the Secured Parties nor any of their respective directors, officers, agents or employees shall be responsible to the others or to any other Person, for any Obligor's solvency, financial condition or ability to repay any of the Noteholder Obligations or any of the Bank Obligations, or for statements of any Obligor, oral or written, or for the validity, sufficiency or enforceability of any of the Noteholder Documents or any of the Bank Documents, or the validity or priority of any Liens granted by any Obligor to either Secured Party in connection with any of the Noteholder Documents or any of the Bank Documents. Each Secured Party has entered into its agreements with Obligors based upon its -13- own independent investigation, and makes no warranty or representation to the other Secured Party nor does it rely upon any representation of the other Secured Party with respect to matters identified or referred to in this paragraph. 22. TERM OF AGREEMENT. This Agreement is irrevocable and shall continue in full force and effect and shall be irrevocable by each Secured Party until the earliest to occur of the following: (a) the Secured Parties in writing mutually agree to terminate this Agreement; (b) the Noteholder Obligations are fully paid and discharged and there no longer exists any commitment to provide loans or other financial accommodations under the Noteholder Documents; or (c) the Bank Obligations are fully paid and discharged and there no longer exists any commitment to provide loans or other financial accommodations under the Bank Documents. 23. NO THIRD PARTY BENEFICIARIES. Nothing contained in this Agreement shall be deemed to indicate that this Agreement has been entered into for the benefit of any Person other than the Secured Parties, the Lenders, the other Bank Creditors, and the Noteholders. 24. CONFLICT WITH DOCUMENTS. The provisions of this Agreement are intended by the Secured Parties, as between them, to control any conflicting provisions in the Bank Documents or the Noteholder Documents. 25. SECTION TITLES. The section titles contained in this Agreement are and shall be deemed to be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the Secured Parties. 26. COUNTERPARTS. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. In proving this Agreement in any judicial proceeding, it shall not be necessary to produce or account for more than one such counterpart signed by the Secured Party against whom such enforcement is sought. 27. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall inure to the benefit of the Secured Parties and their respective successors and assigns. In no event, however, shall either Secured Party transfer or assign any Lien that it may have in any of the Collateral to any other Person unless the transferee or assignee thereof shall first agree in writing to be bound by the terms of this Agreement to the same extent as if an original signatory hereto. 28 REFINANCING OF SENIOR CREDITOR LOAN AGREEMENT. In the event that one or more Obligors incur indebtedness, the proceeds of which are use to repay the Bank Obligations arising under the Bank Documents in full (the "Refinancing Indebtedness"), Trustee agrees, upon the request of the holder(s) of the Refinancing Indebtedness, to enter into a replacement intercreditor agreement, on the same terms and conditions as this Agreement (a "Replacement Intercreditor Agreement"), with the holder(s) of such Refinancing Indebtedness or their representative. Upon the execution and delivery of any such Replacement Intercreditor Agreement, any reference in the Noteholder Documents to this Agreement shall be deemed to refer to such Replacement Intercreditor Agreement. -14- 29. FURTHER ASSURANCES. Each of the Secured Parties agrees to execute such Uniform Commercial Code amendments and other documents as may be necessary to reflect of record the existence of this Agreement and the relative priorities established pursuant to Section 2 hereof. If at any time or from time to time hereafter it becomes necessary or advisable in connection with the foreclosure, liquidation or disposition of any Collateral by the Secured Party which has been accorded a priority Lien upon such Collateral, for such Secured Party to obtain a subordination, release or discharge of the other Secured Party's Lien in any such Collateral in order to convey good and marketable title to such Collateral, then, so long as such foreclosure, liquidation or disposition, and the application of the proceeds derived therefrom, have been accomplished in conformity herewith, each Secured Party upon the request of the other shall execute such instruments of subordination, release or discharge of such Liens, in recordable form if required, as may be reasonable and appropriate in the circumstances; provided, however, that in no event shall any such subordination, release or discharge alter, impair, release, discharge or otherwise modify the Liens of such other Secured Party in and to any other portion of the Collateral then existing or the claim of such other Secured Party against any Obligor for any obligations due it. 30. ENTIRE AGREEMENT; AMENDMENTS. This Agreement expresses the entire understanding and agreement of the Secured Parties with respect to the subject matter hereof and supersedes all prior understandings and agreements of the Secured Parties regarding the same subject matter. This Agreement may not be amended or modified except by a writing signed by the Secured Parties. 31. SEVERABILITY. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 32. GOVERNING LAW; CONSENT TO JURISDICTION: WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE SECURED PARTIES DETERMINED, IN ACCORDANCE WITH THE LAWS AND DECISIONS OF THE STATE OF GEORGIA WITHOUT REGARD TO ITS CONFLICTS OF LAW RULES. EACH SECURED PARTY (A) CONSENTS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF GEORGIA IN CONNECTION WITH ANY ACTION INSTITUTED HEREUNDER, (B) WAIVES ANY OBJECTION TO THE JURISDICTION OR VENUE OF ANY SUCH COURT IN CONNECTION WITH ANY ACTION INSTITUTED HEREUNDER, (C) AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE OF ANY SUCH COURT IN CONNECTION WITH ANY ACTION INSTITUTED HEREUNDER, AND (D) WAIVES ITS RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY SUIT OR ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. -15- IN WITNESS WHEREOF, this Agreement has been executed by the Secured Parties, through their duly authorized officers, as of the day and year first above written. Trustee: U.S. BANK NATIONAL ASSOCIATION, as Successor Trustee By: -------------------------------------- Name: -------------------------------------- Title: -------------------------------------- Agent: NATIONSBANK, N.A., as Agent By: ----------------------------------------- Scott R. McGeerin Vice President ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned hereby accepts and acknowledges receipt of a copy of the foregoing Intercreditor Agreement and consents to and agrees to be bound by all provisions thereof, including, without limitation, the agreements between Agent and Trustee with respect to the payment by each to the other of certain proceeds derived from the liquidation of the Collateral. Each of the undersigned further acknowledges and understands that the Intercreditor Agreement may be modified or amended at any time or times without notice to or the consent of the undersigned. Each of the undersigned accepts and agrees to be bound by the provisions of Section 18 of the Intercreditor Agreement. Without limiting the generality of the immediately preceding sentence, and as a further inducement to Agent and Trustee to enter into the foregoing Intercreditor Agreement, each of the undersigned recognizes and agrees that, if either Agent or Trustee shall enforce its rights or remedies in contravention of the terms of the Intercreditor Agreement, each of the undersigned agrees that it shall not use such violation as a defense to the enforcement by Agent or Trustee, as the case may be, of any rights or remedies, nor assert such violation as a counterclaim or basis for set-off or recoupment against either Agent or Trustee. Capitalized terms used in this Acknowledgment and Agreement without definition have the meanings specified in the foregoing Intercreditor Agreement unless the context otherwise requires. IN WITNESS WHEREOF, this Acknowledgment and Agreement has been executed by the undersigned, through their duly authorized officers, as of the day and year first above written. TULTEX CORPORATION By: ----------------------------------------- O. Randolph Rollins Executive Vice President and General Counsel CALIFORNIA SHIRT SALES, INC. By: ----------------------------------------- O. Randolph Rollins Vice President DOMINION STORES, INC. By: ----------------------------------------- O. Randolph Rollins Vice President TULTEX/T-SHIRT CITY, INC. By: ----------------------------------------- O. Randolph Rollins Vice President TRACK GEAR INC. By: ----------------------------------------- O. Randolph Rollins Chairman and Chief Executive Officer AKOM, LTD. By: ----------------------------------------- O. Randolph Rollins Vice President DOMINION DISTRIBUTION, INC. By: ----------------------------------------- O. Randolph Rollins Vice President -2- LIGA MAYOR DE MEXICO S.A. DE C.V. By: ----------------------------------------- O. Randolph Rollins Legal Representative TULTEX SUBSIDIARY (VA), INC. By: ----------------------------------------- O. Randolph Rollins Vice President TULTEX SUBSIDIARY (MASS), INC. By: ----------------------------------------- O. Randolph Rollins Vice President TULTEX CANADA, INC. By: ----------------------------------------- O. Randolph Rollins Vice President SWEATJET INCORPORATED By: ----------------------------------------- O. Randolph Rollins Vice President -3- TULTEX INTERNATIONAL, INC. By: O. Randolph Rollins ----------------------------------------- Vice President -4- EX-27 5 FDS
5 1,000 6-MOS JAN-01-2000 JUL-03-1999 1,693 0 76,469 4,007 225,813 309,115 316,222 216,771 471,955 171,537 129,395 0 1,698 30,048 127,923 471,955 157,690 157,690 140,529 166,071 (966) 106 12,657 (20,178) (7,466) (12,712) 0 24,938 0 12,266 .64 .64
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