Exhibit 10.1
RATIFICATION AND AMENDMENT AGREEMENT
This RATIFICATION AND AMENDMENT AGREEMENT (the "Ratification Agreement") dated
as of October 4, 2006, is by and among WACHOVIA BANK, NATIONAL ASSOCIATION
(successor by merger to Congress Financial Corporation and hereinafter referred
to as "Lender"), ANVIL KNITWEAR, INC., a Delaware corporation, as Debtor and
Debtor-in-Possession ("Borrower"), ANVIL HOLDINGS, INC, a Delaware corporation,
as Debtor and Debtor-in-Possession ("Holdings") and SPECTRATEX, Inc., formerly
known as Cottontops, Inc., a Delaware corporation, as Debtor and
Debtor-in-Possession ("Spectratex" and together with Holdings, each
individually, a "Guarantor" and collectively, the "Guarantors"; and together
with Borrower, each individually, a "Debtor" and collectively, the "Debtors").
W I T N E S S E T H:
WHEREAS, each Debtor has commenced a case under Chapter 11 of Title 11 of the
United States Code in the United States Bankruptcy Court for the Southern
District of New York and Borrowers and Guarantors have retained possession of
their respective assets and each is authorized under the Bankruptcy Code to
continue the operation of its businesses as debtor-in-possession;
WHEREAS, prior to the commencement of the Chapter 11 Cases (as hereinafter
defined), Lender made loans and advances to Borrower secured by substantially
all assets and properties of Borrower and Guarantors as set forth in the
Existing Financing Agreements (as hereinafter defined) and the Existing
Guarantor Documents (as hereinafter defined);
WHEREAS, the Bankruptcy Court (as hereinafter defined) has entered a Financing
Order (as hereinafter defined) pursuant to which Lender may make post-petition
loans, advances and other financial accommodations to Borrower secured by
substantially all the assets and properties of Borrower and Guarantors as set
forth in the Financing Order and the Financing Agreements (as hereinafter
defined);
WHEREAS, the Financing Order provides that as a condition to the making of such
post-petition loans, advances and other financial accommodations, Borrower and
Guarantors shall execute and deliver this Ratification Agreement;
WHEREAS, Borrowers and Guarantors desire to reaffirm their obligations pursuant
to the Existing Financing Agreements and acknowledge their continuing
liabilities to Lender thereunder in order to induce Lender to make such
post-petition loans and advances to Borrower; and
WHEREAS, Borrower and Guarantors have requested that Lender make post-petition
loans to Borrower and make certain amendments to the Loan Agreement (as
hereinafter defined) and Lender is willing to do so subject to the terms and
conditions contained herein.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Lender, Borrower and
Guarantors mutually covenant, warrant and agree as follows:
1.
DEFINITIONS.
1.1
ADDITIONAL DEFINITIONS.
AS USED HEREIN, THE FOLLOWING TERMS SHALL
HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BELOW AND THE EXISTING FINANCING
AGREEMENTS SHALL BE DEEMED AND ARE HEREBY AMENDED TO INCLUDE, IN ADDITION AND
NOT IN LIMITATION, EACH OF THE FOLLOWING DEFINITIONS:
(A)
"ASHEVILLE MORTGAGE" SHALL MEAN THE DEED OF TRUST AND SECURITY
AGREEMENT, DATED ON OR ABOUT THE DATE HEREOF, BY BORROWER IN FAVOR OF LENDER
WITH RESPECT TO