FIRST AMENDMENT TO SECOND AMENDED AND RESTATED
REDUCING REVOLVING CREDIT AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REDUCING
REVOLVING CREDIT AGREEMENT (this "Amendment") dated as of June 25,
1996, by and among DYERSBURG FABRICS LIMITED PARTNERSHIP, I, a
Tennessee limited partnership (the "Borrower"), DYERSBURG
CORPORATION, a Tennessee corporation ("Holding Company"), DYERSBURG
FABRICS INC., a Tennessee corporation ("DFI"), DFIC, INC., a
Delaware corporation ("Investment"; Holding Company, DFI and
Investment collectively referred to herein as "Guarantors"),
SUNTRUST BANK, ATLANTA (formerly known as Trust Company Bank), a
Georgia banking corporation, NATIONAL CITY BANK, KENTUCKY, a
national banking association, NBD BANK, an Illinois banking
corporation, THE BANK OF TOKYO-MITSUBISHI, LTD., ATLANTA AGENCY,
the Atlanta Branch of a Japanese banking association and WACHOVIA
BANK OF GEORGIA, N.A., a national banking association
(collectively, the "Banks") and SUNTRUST BANK, ATLANTA, in its
capacity as agent for the Banks (in such capacity, the "Agent");
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantors, the Banks and the Agent are
parties to a certain Second Amended and Restated Reducing Revolving
Credit Agreement dated as of April 10, 1996 (the "Credit
Agreement"; all terms used herein without definition shall have the
meanings ascribed to such terms in the Credit Agreement);
WHEREAS, the Borrower and the Guarantors have requested, and the
Banks and the Agent have agreed, to modify certain financial
covenants set forth in the Credit Agreement, as more particularly
set forth below;
NOW, THEREFORE, for and in consideration of the mutual premises
contained herein and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:
1. Section 7.10 of the Credit Agreement is hereby amended by
deleting subsections (a), (b) and (d) thereof in their entirety and
substituting the following in lieu thereof:"(a) Interest Coverage
Ratio. Maintain an Interest Coverage Ratio, calculated as of the
last day of each fiscal quarter for the immediately preceding four
quarters, of no less than 2.50:1.0.(b) Cash Flow Coverage Ratio.
Maintain a Cash Flow Coverage Ratio, calculated as of the last day
of each fiscal quarter for the immediately preceding four fiscal
quarters, of no less than 0.95:1.0.
(d) Leverage Test. Maintain a Leverage Test, calculated on the
last day of each fiscal quarter of the Holding Company, of not more
than the percentage set forth below for the indicated period:
Period Maximum Percentage
December 30, 1995
and thereafter 55%.
2. Each of the Guarantors and the Borrower hereby agrees that
nothing herein shall constitute a waiver by the Banks of any
Default or Event of Default, whether known or unknown, which may
exist under the Credit Agreement. Each of the Guarantors and the
Borrower represents and warrants to the Banks that as of the date
hereof, no Default or Event of Default exists pursuant to the
Credit Agreement which is not expressly waived herein. In
addition, each of the Guarantors and the Borrower acknowledges and
agrees that it has no knowledge of any defenses, counterclaims,
offsets or objections in its favor against the Banks with regard to
any of the obligations due under the terms of the Credit Agreement
as of the date of this Amendment.
3. Except as expressly amended and modified herein, all terms and
covenants and provisions of the Credit Agreement shall remain
unaltered and in full force and effect, and the parties hereto do
expressly ratify and confirm the Credit Agreement as modified
herein. All future references to the Credit Agreement shall be
deemed to refer to the Credit Agreement as amended hereby.
Furthermore, pursuant to the terms of the Working Capital Agreement
and Letter of Credit Agreement, this Amendment shall automatically
amend the provisions of such agreements incorporated by reference
therein.
4. This Amendment shall be effective upon receipt by
the Agent of fully executed counterparts of this Amendment in its
offices in Atlanta, Georgia.
5. This Amendment shall be binding upon and inure to the benefit
of the parties hereto, their respective heirs, successors,
successors-in-titles, and assigns.
6. This Amendment shall be governed by and construed in
accordance with the laws of the State of Georgia, notwithstanding
any principles regarding conflicts of laws thereof.
7. This Agreement sets forth the entire understanding of the
parties with respect to the matters set forth herein, and shall
supersede any prior negotiations or agreements, whether written or
oral, with respect thereto.
8. This Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts and may be
delivered by telecopier. Each counterpart so executed and
delivered shall be deemed an original and all of which taken
together shall constitute but one and the same instrument.IN
WITNESS WHEREOF, the parties hereto have executed this Amendment
through their authorized officers as of the date first above
written.
DYERSBURG FABRICS LIMITED
PARTNERSHIP, I, a Tennessee
limited partnership
By: DYERSBURG FABRICS INC., its
sole General Partner
By:
Title:
Attest:
Title:
[CORPORATE SEAL]
DYERSBURG CORPORATION
By:
Title:
Attest:
Title:
[CORPORATE SEAL]
DYERSBURG FABRICS INC.
By:
Title:
Attest:
Title:
[CORPORATE SEAL]
DFIC, INC.
By:
Title:
Attest:
Title:
[CORPORATE SEAL]
SUNTRUST BANK, ATLANTA
By:
Title:
By:
Title:
NATIONAL CITY BANK, KENTUCKY
By:
Title:
NBD BANK
By:
Title:
THE BANK OF TOKYO-MITSUBISHI, LTD.,
ATLANTA AGENCY
By:
Title:
WACHOVIA BANK OF GEORGIA, N.A.
By:
Title:
SUNTRUST BANK, ATLANTA, as Agent
By:
Title:
By:
Title:
CONSENT AND RATIFICATION OF AFFILIATE GUARANTORS
Each of the undersigned Affiliate Guarantors acknowledges its
receipt of and consent to the First Amendment to Second Amended and
Restated Reducing Revolving Credit Agreement attached hereto and
incorporated herein by this reference and further acknowledges and
agrees that nothing contained therein shall release, discharge,
modify, change or affect the original liability of the Affiliate
Guarantors under the Affiliate Guaranty and each Affiliate
Guarantor ratifies and affirms the terms and conditions of the
Affiliate Guaranty which remains in full force and effect.
IN WITNESS WHEREOF, each Affiliate Guarantor has executed this
Consent and Ratification under seal as of this 25th day of June,
1996.
UNITED KNITTING, INC.
By:
Jerome M. Wiggins
Treasurer
Attest:
Paul Hallock
Assistant Secretary
[CORPORATE SEAL]
UNITED KNITTING LIMITED PARTNERSHIP, I,
a Tennessee limited partnership
BY: UNITED KNITTING, INC., its sole
General Partner
By:
Jerome M. Wiggins
Treasurer
Attest:
Paul Hallock
Assistant Secretary
[CORPORATE SEAL]
UKIC, INC.
By:
Paul Hallock
Vice President
Attest:
Barbara Steen
Secretary
[CORPORATE SEAL]