Exhibit 4.19
AMENDMENT NO. 8
TO
REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 8 ("Amendment No. 8") is entered into as of
December 26, 1995, by and among GRANITEVILLE COMPANY ("Graniteville"), a
corporation organized under the laws of the State of South Carolina, C.H.
PATRICK & CO., INC. ("Patrick"), a corporation organized under the laws of
the State of South Carolina (Graniteville and Patrick each a "Borrower"
and, jointly and severally, the "Borrowers"), the undersigned financial
institutions (jointly and severally, the "Lenders") and THE CIT
GROUP/COMMERCIAL SERVICES, INC. ("CIT"), a corporation organized under the
laws of the State of New York, as agent for the Lenders (CIT in such
capacity, the "Agent").
BACKGROUND
Borrowers, Lenders and Agent are parties to a Revolving Credit,
Term Loan and Security Agreement dated as of April 23, 1993 (as amended,
supplemented or otherwise modified from time to time, the "Loan Agreement")
pursuant to which Lenders provide Borrowers with certain financial
accommodations.
Borrowers have requested that Lenders amend certain of the
financial covenants and Lenders have agreed to amend such covenants on the
terms and conditions hereafter set forth.
NOW, THEREFORE, in consideration of any loan or advance or grant
of credit heretofore or hereafter made to or for the account of Borrowers
by Lenders, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:
1. Definitions. All capitalized terms not otherwise defined
herein shall have the meanings given to them in the Loan Agreement.
2. Amendment to Loan Agreement. Subject to satisfaction or
waiver of the conditions precedent set forth in Section 3 below, the Loan
Agreement is hereby amended as follows:
(a) Section 6.5 of the Loan Agreement is hereby amended in
its entirety to provide as follows:
"6.5 Net Worth. Cause to be maintained as of the end
of each fiscal quarter a Net Worth of not less than the
amount set forth below opposite such fiscal quarter end:
Fiscal Quarter End Minimum Net Worth
July 2, 1995 $ 88,400,000
October 1, 1995 $ 50,500,000
December 31, 1995 $ 55,000,000
March 31, 1996 $ 55,000,000
June 30, 1996 $ 55,000,000
September 29, 1996 $ 55,000,000
December 29, 1996 $ 60,000,000
March 30, 1997 $ 69,000,000
June 29, 1997 $ 72,000,000
September 28, 1997 $ 75,000,000
December 28, 1997 $ 78,500,000
For each fiscal quarter end thereafter, the Minimum Net Worth
shall be increased by an amount equal to $5,000,000 for such fiscal quarter
end."
(b) Section 6.7 of the Loan Agreement is hereby amended in
its entirety to provide as follows:
"6.7 Indebtedness to Net Worth Ratio. Cause to be
maintained as of the end of each fiscal quarter a ratio of
Indebtedness of Borrowers on a Consolidated Basis to Net
Worth no greater than the ratio set forth below opposite
such fiscal quarter end:
Indebtedness to
Fiscal Quarter End Net Worth Ratio
July 2, 1995 2.90 to 1.00
October 1, 1995 4.87 to 1.00
December 31, 1995 5.15 to 1.00
March 31, 1996 5.15 to 1.00
June 30, 1996 5.00 to 1.00
September 29, 1996 5.00 to 1.00
December 29, 1996 4.50 to 1.00
March 30, 1997 3.15 to 1.00
June 29, 1997 2.91 to 1.00
September 28, 1997 2.72 to 1.00
December 28, 1997 2.55 to 1.00
and each fiscal quarter 2.55 to 1.00"
end thereafter
(c) Section 6.9 of the Loan Agreement is hereby amended in its
entirety to provide as follows:
"6.9. Interest Coverage. Cause for each four quarter
period ending at the fiscal quarter ends set forth below the
ratio of (i) Earnings Before Interest and Income Taxes plus
depreciation and amortization to (ii) aggregate interest expense
of Borrowers on a Consolidated Basis to be greater than the
ratio set forth opposite such fiscal quarter end:
Fiscal Quarter End Interest Coverage Ratio
July 2, 1995 2.60 to 1.0
October 1, 1995 2.33 to 1.0
December 31, 1995 1.75 to 1.0
March 31, 1996 1.75 to 1.0
June 30, 1996 1.75 to 1.0
September 29, 1996 1.75 to 1.0
December 29, 1996 2.00 to 1.0
March 30, 1997 2.55 to 1.0
June 29, 1997 2.55 to 1.0
September 28, 1997 2.55 to 1.0
December 28, 1997 2.85 to 1.0
and each four 2.85 to 1.0
(4) quarter period
ending thereafter
In the event that the Mistic Acquisition is not consummated on or before
August 31, 1995 and a prepayment is made pursuant to Section 2.4(b)(iii)
hereof, then Borrowers and Lenders shall, in good faith, negotiate any
adjustments required to the Financial Covenants as a result of such
prepayment and in the event Borrowers and Required Lenders cannot agree on
such adjustments by September 30, 1995, Agent shall, in the exercise of its
reasonable business judgment, determine the necessary adjustments and reset
the Financial Covenants in which event the consent of Lenders or Borrowers
shall not be required."
3. Conditions of Effectiveness. This Amendment No. 8 shall become
effective upon (i) receipt by Agent of this Amendment No. 8 executed by the
Required Lenders and Borrowers and consented to by each Guarantor, and (ii)
receipt by Agent for the benefit of Lenders of a fee in the amount of
$300,000.
4. Representations and Warranties. Borrowers hereby represent and
warrant as follows:
(a) This Amendment No. 8 and the Loan Agreement, as amended
hereby, constitute legal, valid and binding obligations of Borrowers
and are enforceable against Borrowers in accordance with their
respective terms.
(b) No Event of Default or Default has occurred and is
continuing or would exist after giving effect to this Amendment No.
8.
(c) Borrowers have no defense, counterclaim or offset with
respect to the Obligations.
5. Effect on the Loan Agreement.
(a) Upon the effectiveness of Section 2 hereof, each reference in
the Loan Agreement to "this Agreement," "hereunder," "hereof," "herein" or
words of like import shall mean and be a reference to the Loan Agreement as
amended hereby.
(b) Except as specifically amended herein, the Loan Agreement, and
all other documents, instruments and agreements executed and/or delivered
in connection therewith, shall remain in full force and effect, and are
hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment No.
8 shall not operate as a waiver of any right, power or remedy of Lender,
nor constitute a waiver of any provision of the Loan Agreement, or any
other documents, instruments or agreements executed and/or delivered under
or in connection therewith.
6. Governing Law. This Amendment No. 8 shall be binding upon and
inure to the benefit of the parties hereto and their respective successors
and assigns and shall be governed by and construed in accordance with the
laws of the State of New York.
7. Headings. Section headings in this Amendment No. 8 are included
herein for convenience of reference only and shall not constitute a part of
this Amendment No. 8 for any other purpose.
8. Counterparts. This Amendment No. 8 may be executed by the
parties hereto in one or more counterparts, each of which shall be deemed
an original but all of which taken together shall be deemed to constitute
one and the same agreement. Any signature delivered by a party by facsimile
transmission shall be deemed to be an original signature hereto.
IN WITNESS WHEREOF, this Amendment No. 8 has been duly executed as of
the day and year first written above.
GRANITEVILLE COMPANY
By: /S/ John Barnes
Title: Executive Vice -President
C.H. PATRICK & CO., INC.
By: /S/ John Barnes
Title: Executive Vice-President
THE CIT GROUP/COMMERCIAL SERVICES,
INC., as Lender and as Agent
By: /S/ Gordon Jones
Title: Vice-President
BOT FINANCIAL CORP.
By: /S/ William York
Title: Senior Vice-President
THE BANK OF NEW YORK
COMMERCIAL CORPORATION
By: /S/ Daniel J. Murray
Title: Vice-President
FIRST UNION NATIONAL BANK OF
GEORGIA
By: /S/
Title: Vice-President
NATIONAL CANADA FINANCE CORP.
By: /S/
Title: Vice-President and Manager
By: /S/
Title: Assistant Vice-President
NATWEST BANK, N.A.
By: /S/ David J. Marione
Title: Vice-President
SANWA BUSINESS CREDIT CORP.
By: /S/ Peter Skawla
Title: Vice-President
CONSENTED AGREED TO:
TRIARC COMPANIES, INC.
By: /S/ Joseph A. Levato
Title: Executive Vice President
& CFO
GRANITEVILLE INTERNATIONAL SALES, INC.
By: /S/ John Barnes
Title:
GS HOLDINGS, INC.
By: /S/ Joseph A. Levato
Title: Eecutive Vice President
& CFO
GVT HOLDINGS, INC.
By: /S/ Joseph A. Levato
Title: Executive Vice President
& CFO
GRANITEVILLE HOLDINGS, INC.
By: /S/ Joseph A. Levato
Title: Executive Vice President
& CFO