EXHIBIT 10.3
EXECUTION VERSION
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This Second Amendment to Second Amended and Restated Credit Agreement (this “Agreement”) dated as of April 8, 2024, is made by and among CULP, INC., a North Carolina corporation (“Borrower”), READ WINDOW PRODUCTS, LLC, a North Carolina limited liability company (“Read”), CULP FABRICS GLOBAL, LLC, a North Carolina limited liability company (“Global”; together with Read, each, a “Guarantor” and, collectively, the “Guarantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”).
W I T N E S S E T H :
WHEREAS, Borrower, Guarantor, and Lender are parties to that certain Second Amended and Restated Credit Agreement dated as of January 19, 2023 (as amended, restated, supplemented, or otherwise modified from time, the “Credit Agreement”); and
WHEREAS, Loan Parties have requested that Lender amend the Credit Agreement as set forth herein, and Lender is willing to do so on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, it is agreed as follows:
“Permitted Affiliate Payments” means each (a) payment made to Culp Fabrics (Shanghai) Co., Ltd., Culp Upholstery Fabrics – Haiti, Ltd., Culp Home Fashions – Haiti, Ltd., Rayonese Textile Inc., and Culp Fabrics Vietnam Company Limited, so long as (i) all such payments in the aggregate do not exceed the Permitted Affiliate Payments Basket per fiscal month of the Company, (ii) such payment is made in the ordinary course of business of the Loan Parties in accordance with historical practices, and (iii) no Event of Default exists at the time of or after giving effect to such payment, and (b) other payment, so long as (i) at the time of and after giving effect to such payment, the Payment Conditions are satisfied and (ii) such payment is made in the ordinary course of business of the Loan Parties in accordance with historical practices.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.
CULP, INC.
By:_________________________________
Name: Kenneth R. Bowling
Title: EVP, CFO, and Treasurer
READ WINDOW PRODUCTS, LLC
By: CULP, INC., its sole member and manager
By:_________________________________
Name: Kenneth R. Bowling
Title: EVP, CFO, and Treasurer
CULP FABRICS GLOBAL, LLC
By: CULP, INC., its sole member and manager
By:_________________________________
Name: Kenneth R. Bowling
Title: EVP, CFO, and Treasurer
[CULP—SECOND AMENDMENT TO CREDIT AGREEMENT]
Wells Fargo Bank, National Association
By:
Name: Susan Carr
Title: Authorized Signatory
[CULP—SECOND AMENDMENT TO CREDIT AGREEMENT]