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EXHIBIT 10 (a)
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment")
is made and entered into on May 12, 2000, by and among DYERSBURG CORPORATION, a
Tennessee corporation ("Dyersburg"), DYERSBURG FABRICS LIMITED PARTNERSHIP, I, a
Tennessee limited partnership ("DFLP"), DYERSBURG FABRICS INC., a Tennessee
corporation ("DFI"), UNITED KNITTING, INC., a Tennessee corporation ("UKI"),
UNITED KNITTING LIMITED PARTNERSHIP, I, a Tennessee limited partnership ("United
Knitting"), IQUE, INC., a Tennessee corporation ("IQUE, Inc."), IQUE LIMITED
PARTNERSHIP, I, a Tennessee limited partnership ("IQUE"), ALAMAC KNIT FABRICS,
INC., a Delaware corporation ("Alamac"), and AIH INC., a Delaware corporation
("AIH") (each of the foregoing individually referred to hereinafter as a
Borrower and collectively as "Borrowers"); various financial institutions that
are parties to the Loan Agreement (as defined below) ("Lenders"); CONGRESS
FINANCIAL CORPORATION (SOUTHERN), a Georgia corporation, in its capacity as
administrative agent for the Lenders (together with its successors in such
capacity, "Administrative Agent"); and FLEET NATIONAL BANK, a national bank
formerly known as BankBoston, N.A., in its capacity as collateral agent for the
Lenders (together with its successors in such capacity, "Collateral Agent";
Administrative Agent and Collateral Agent sometimes collectively referred to
hereinafter as "Agents").
RECITALS:
Borrowers, Agents and Lenders are parties to a certain Loan and
Security Agreement dated August 17, 1999 (the "Loan Agreement"), pursuant to
which Lenders have made loans and other extensions of credit to Borrowers.
Concurrently with the execution of this Amendment, Borrowers are
entering into a Forbearance Agreement with Agents and Lenders (the "Forbearance
Agreement"), pursuant to which Agents and Lenders have agreed to forbear from
exercising certain remedies available to Agents and Lenders under the Loan
Agreement as a consequence of Borrowers' defaults thereunder.
As a condition to their willingness to enter into the Forbearance
Agreement, Agents and Lenders have required that Borrowers execute this
Amendment.
NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good
and valuable consideration, the receipt and sufficiency of which are hereby
severally acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. DEFINITIONS. All capitalized terms used in this Amendment, unless
otherwise defined herein, shall have the meaning ascribed to such terms in the
Loan Agreement.
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2. AMENDMENTS TO LOAN AGREEMENT. The Loan Agreement is hereby amended
as follows:
(a) By deleting the definitions of "Due from Factor Report," "Eligible
Factored Amounts," "Federal Funds Rate," "Letter of Credit Accommodations,"
"Mortgages," "Obligations," "Real Property," "Reference Bank," and "Value" from
Section 1 of the Loan Agreement and by substituting the following new
definitions in lieu thereof, in proper alphabetical sequence:
"Due from Factor Report" shall mean a report prepared by
Borrowers that reflects the amount of Factored Accounts as of the date
of the report and the aggregate amount standing to the credit of
Borrowers from all Factors as of such date.
"Eligible Factored Amounts" shall mean, on any date of
determination thereof, an amount equal to the aggregate balance
standing to the credit of Borrowers as reflected on a Due From Factor
Report delivered to Agents by Borrowers on or within one (1) Business
Day prior to such date, or, in the absence of such timely delivery of a
Due From Factor Report, an amount that is either determined by Agents
in their sole and absolute discretion or, at Agents' election,
represents the aggregate amount reflected on the most recent Factor
Status Statements as the aggregate balance standing to the credit of
Borrowers from Factors minus the sum of any fees, commissions, reserves
or other charges due from a Borrower to any Factor on such date under
its Factoring Agreement.
"Federal Funds Rate" shall mean for any period, a fluctuating
interest rate per annum equal for each date during such period to the
weighted average of the rates on overnight federal funds transactions
with members of the Federal Reserve System arranged by federal funds
brokers, as published for such day (or, if such day is not a Business
Day, for the next preceding Business Day) in Atlanta, Georgia by the
Federal Reserve Bank of Atlanta, or if such rate is not so published
for any day which is a Business Day, the average of the quotations for
such day on such transactions received by Collateral Agent from three
(3) federal funds brokers of recognized standing selected by Collateral
Agent.
"Letter of Credit Accommodations" shall mean the Letters of
Credit, merchandise purchase or other guaranties which are from time to
time either (a) issued or opened by Congress for the account of any
Borrower or any other Obligor or (b) with respect to which Congress has
agreed to indemnify the issuer or guaranteed to the issuer the
performance by a Borrower of its obligations to such issuer.
"Mortgages" shall mean, individually and collectively, each of
the following: (i) the North Carolina Deed of Trust, Security Agreement
and Assignment of Rents executed by Alamac in favor of Collateral Agent
with respect to the Real Property and related assets of Alamac located
in Martin County, North Carolina,(ii) the North Carolina Deed of Trust,
Security Agreement and Assignment of Rents executed by Alamac in favor
of Collateral Agent with respect to the Real Property and related
assets of Alamac located in Bladen County, North Carolina, (iii) the
North Carolina Deed of Trust, Security Agreement and Assignment of
Rents executed by Alamac in favor of Collateral Agent with respect to
the Real Property and related assets of Alamac located in Robeson
County, North Carolina, (iv) the North Carolina Deed of Trust, Security
Agreement and Assignment of Rents executed by Alamac in favor of
Collateral Agent with respect to the Real Property and related assets
of Alamac located in Sampson County, North Carolina, (v) the Tennessee
Deed of Trust, Security Agreement and Assignment of Rents executed by
DFLP in favor of
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Collateral Agent with respect to the Real Property and related assets
of DFLP located in Dyer County, Tennessee, (vi) the Tennessee Deed of
Trust, Security Agreement and Assignment of Rents executed by DFLP in
favor of Collateral Agent with respect to the Real Property and related
assets of DFLP located in Gibson County, Tennessee, (vii) the Tennessee
Deed of Trust, Security Agreement and Assignment of Rents executed by
DFLP in favor of Collateral Agent with respect to the Real Property and
related assets of DFLP located in Bradley County, Tennessee, (viii) the
Tennessee Leasehold Deed of Trust and Security Agreement executed by
DFLP in favor of Collateral Agent with respect to DFLP's leasehold
interest in the Real Property of DFLP located in Dyer County, Tennessee
and (ix) any other mortgage or deed of trust at any time executed by
any Obligor in favor of Collateral Agent to secure any of the
Obligations.
"Obligations" shall mean any and all Revolving Loans, the Term
Loan, all Settlement Loans, Letter of Credit Accommodations, all
Extraordinary Expenses, and all other obligations, liabilities and
indebtedness of every kind, nature and description owing by any or all
Obligors to either or both Agents, any Lender and/or any Affiliates of
either or both Agents or any Lender (including any indebtedness of any
Obligor to either or both Agents or Congress arising from any
indemnities or other assurances of payment that are given at any time
by either or both Agents or Congress to another Person with respect to
any Letters of Credit or cash management arrangements for any Borrower)
and, including principal, interest, charges, fees, costs and expenses,
however evidenced, whether as principal, surety, endorser, guarantor or
otherwise, whether arising under this Agreement or any of the other
Financing Agreements, whether now existing or hereafter arising,
whether arising before, during or after the Original Term or any
Renewal Term of this Agreement or after the commencement of any case
with respect to any Obligor under the Bankruptcy Code or any similar
statute (including the payment of interest and other amounts which
would accrue and become due but for the commencement of such case,
whether or not such amounts are allowed or allowable in whole or in
part in such case), whether direct or indirect, absolute or contingent,
joint or several, due or not due, primary or secondary, liquidated or
unliquidated, secured or unsecured, and however acquired by either or
both Agents or any Lender.
"Real Property" shall mean all now owned and hereafter
acquired real property of any Borrower, including leasehold interests,
together with all buildings, structures, and other improvements located
thereon and all licenses, easements and appurtenances relating thereto,
wherever located, including the real property and related assets more
particularly described in the Mortgages.
"Reference Bank" shall mean Fleet National Bank, or such other
bank as Agents may from time to time designate.
"Value" shall mean, as determined by Collateral Agent in good
faith, with respect to Inventory, the lower of (a) cost computed on a
first-in-first-out basis in accordance with GAAP or (b) market value.
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(b) By changing the reference to "Real Estate" wherever it appears in
the Loan Agreement to "Real Property"; by deleting the reference to "Section
2.2(e)" that is contained in "Section 2.2(f)" of the Loan Agreement and by
inserting in lieu thereof a reference to "Section 2.2(f)"; by deleting the
reference to "four (4)" that is contained in Section 3.1(e)(vi) of the Loan
Agreement and by substituting in lieu thereof a reference to "six (6)"; by
adding a closed parentheses after the language "tax duty and refund" in Section
5.1(b) of the Loan Agreement; by deleting the reference to "Agent" that is
contained in Section 7.5(iv) of the Loan Agreement and by substituting in lieu
thereof a reference to "Collateral Agent"; by changing the reference to
"Information Certificate" wherever it appears in the Loan Agreement to
"Information Certificates"; by deleting the reference to "without the prior
written consent of Agents" that is contained in Section 9.16 of the Loan
Agreement and by substituting in lieu thereof a reference to "without the prior
written consent of Required Lenders"; by deleting Exhibit F to the Loan
Agreement and by substituting in lieu thereof a new Exhibit F in the form
attached to this Amendment.
(c) By deleting Sections 7.2(d) and 7.2(e) of the Loan Agreement and by
inserting in lieu thereof the following news Section 7.2(d) and 7.2(e):
(d) Collateral Agent shall have the right at any time or
times, in Collateral Agent's name or in the name of a nominee of
Collateral Agent, to verify the validity, amount or any other matter
relating to any Account or other Collateral, by mail, telephone,
facsimile transmission or otherwise.
(e) Borrowers shall deliver or cause to be delivered to
Collateral Agent, with appropriate endorsement and assignment, with
full recourse to Borrowers, all chattel paper and instruments which any
Borrower now owns or may at any time acquire immediately upon any
Borrower's receipt thereof, except as Collateral Agent may otherwise
agree.
(d) By deleting subsection (ii) of Section 9.11 of the Loan Agreement
and by substituting the following new language in lieu thereof:
(ii)(a) Upstream Payments and (b) so long as no Event of
Default exists or would result therefrom, dividends payable
solely in shares of capital stock to another Borrower or
Guarantor.
(e) By deleting Section 11.9(a) of the Loan Agreement and by
substituting the following new Section 11.9(a) in lieu thereof:
(a) No amendment or modification of any provision of this
Agreement shall be effective without the prior written agreement of the
Required Lenders and Borrowers, and no waiver of any Default or Event
of Default shall be effective without the prior written consent of the
Required Lenders; provided, however, that, (i) without the prior
written consent of Collateral Agent, no amendment or waiver shall be
effective with respect to any provision in any of the Financing
Agreements (including this SECTION 11), to the extent such provision
relates to the rights, duties or immunities of Collateral Agent; (ii)
without the prior written consent of Administrative Agent, no amendment
or waiver shall be effective with respect to any provision in any of
the Financing Agreements (including THIS SECTION 11), to the extent
such provision relates to the rights, duties or immunities of
Administrative Agent; (iii) without the prior written consent of
Congress, no waiver or amendment with respect to the provisions of
SECTION 2.2 OR 6.1(C) shall be effective; (iv) without the prior
consent of all Lenders, no waiver of any Default or Event of Default
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shall be effective if the Default or Event of Default relates to
Borrower's failure to observe or perform any covenant that may not be
amended without the unanimous written consent of Lenders as hereinafter
set forth in this SECTION 11.9; and (v) the written agreement of all
Lenders (except defaulting Lenders as provided in SECTION 6.2 of this
Agreement) shall be required to effectuate any amendment, modification
or waiver that would (a) alter the provisions of SECTIONS 2.1(A),
3.1(F), 6.9, 10, 11 or 14, the definitions of "Availability Reserve,"
and the other defined terms used in such definitions, "Pro Rata,"
"Required Lenders" or any provision of this Agreement obligating Agents
to take certain actions at the direction of the Required Lenders, or
any provision of any of the Financing Agreements regarding the Pro Rata
treatment or obligations of Lenders; (b) increase or otherwise modify
any provision of any Lender's Commitment (other than to reduce
proportionately each Lender's Commitment in connection with any overall
reduction in the amount of this Agreement); (c) alter or amend (other
than to increase) the rate of interest payable in respect of the Loans
(except as may be expressly authorized by the Financing Agreements or
as may be necessary, in Collateral Agent's judgement, to comply with
Applicable Law); (d) waive or agree to defer collection of any fee,
termination charge or other charge provided for under any of the
Financing Agreements (except to the extent that the Required Lenders
agree after and during the continuance of any Event of Default to a
waiver or deferral of any termination charge provided for in SECTION
14.1 hereof) or the unused line fee in Section 3 hereof; (e)
subordinate the payment of any of the Obligations to any other debt or
the priority of any Liens granted to Collateral Agent under any of the
Financing Agreements to Liens granted to any other Person, except as
currently provided in or contemplated by the Financing Agreements in
connection with Borrowers' incurrence of permitted purchase money debt,
and except for Liens granted by an Obligor to financial institutions
with respect to amounts on deposit with such financial institutions to
cover returned items, processing and analysis charges and other charges
in the ordinary course of business that relate to deposit accounts with
such financial institutions; (f) alter the time or amount of repayment
of any of the Loans or waive any Event of Default resulting from
nonpayment of the Loans on the due date thereof (or within any
applicable period of grace); (g) forgive any of the Obligations, except
any portion of the Obligations held by a Lender who consents in writing
to such forgiveness; or (h) release any Obligor from liability for any
of the Obligations. No Lender shall be authorized to amend or modify
any Note held by it, unless such amendment or modification is consented
to in writing by all Lenders; provided, however, that the foregoing
shall not be construed to prohibit an amendment or modification to any
provision of this Agreement that may be effected pursuant to this
SECTION 11.9 by agreement of Borrowers and the Required Lenders even
though such an amendment or modification results in an amendment or
modification of the Notes by virtue of the incorporation by reference
in each of the Notes of this Agreement. The making of any Loans
hereunder by any Lender during the existence of a Default or Event of
Default shall not be deemed to constitute a waiver of such Default or
Event of Default. Any waiver or consent granted by Lenders hereunder
shall be effective only if in writing and then only in the specific
instance and for the specific purpose for which it was given.
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3. SUSPENSION OF CERTAIN TRANSACTIONS. Notwithstanding anything to the
contrary contained in the Loan Agreement or any of the other Financing
Agreements, unless otherwise consented to by Agents in writing after the date
hereof, no Borrower nor any other Obligor shall: (i) make any Permitted Property
Transfers (other than those consisting of Offshore Equipment so long as the
aggregate value of such Permitted Property Transfers does not exceed $100,000),
any Permitted Supplemental Investments, or any Permitted Affiliate Investments
(other than up to $500,000 in the aggregate during the Forbearance Period under
(and as defined in) the Forbearance Agreement); (ii) sell or otherwise dispose
of any Property other than sales of Inventory in the ordinary course of business
and sales or other dispositions of worn-out or obsolete Equipment to the extent
permitted by the Loan Agreement and provided that the proceeds thereof are
delivered to Collateral Agent for application to the Obligations; (iii) merge or
otherwise consolidate with any other Person; (iv) change its name; or (v) open
any new business location.
4. REFERENCES TO BANKBOSTON, N.A. Effective March 1, 2000, Fleet
National Bank merged into BankBoston, N.A. and BankBoston, N.A., the survivor of
such merger, changed its name to Fleet National Bank. Wherever in the Loan
Agreement or any of the other Financing Agreement reference is made to
"BankBoston, N.A.," such reference shall be deemed to refer to "Fleet National
Bank."
5. RATIFICATION AND REAFFIRMATION. Each Borrower hereby ratifies and
reaffirms the Obligations, each of the Financing Agreements and all of such
Borrower's covenants, duties, indebtedness and liabilities under the Financing
Agreements.
6. ACKNOWLEDGMENTS AND STIPULATIONS. Each Borrower acknowledges and
stipulates that the Loan Agreement and the other Financing Agreements executed
by such Borrower are legal, valid and binding obligations of such Borrower that
are enforceable against such Borrower in accordance with the terms thereof; all
of the Obligations are owing and payable without defense, offset or counterclaim
(and to the extent there exists any such defense, offset or counterclaim on the
date hereof, the same is hereby waived by such Borrower); as of the opening of
business on May 11, 2000, the unpaid principal amount of the Revolving Loans
totaled $44,938,508.50, and the aggregate principal balance owing under the Term
Notes totaled $24,300,000; and the amount of all Letter of Credit Accommodations
on and as of May 11, 2000, totaled $9,890,094.50, of which $8,056,903.00
represents Letter of Credit Accommodations in respect of the Bond Letter of
Credit.
7. REPRESENTATIONS AND WARRANTIES. Each Borrower represents and
warrants to Agents and Lenders, to induce Agents and Lenders to enter into this
Amendment and the Forbearance Agreement, that no Default or Event of Default
exists on the date hereof other than the Stipulated Defaults under (and as
defined in) the Forbearance Agreement; the execution, delivery and performance
of this Amendment have been duly authorized by all requisite corporate or
partnership action on the part of such Borrower and this Amendment has been duly
executed and delivered by such Borrower; and all of the representations and
warranties made by such Borrower in the Loan Agreement are true and correct on
and as of the date hereof, except for (i) representations and warranties that
speak as of a specified earlier date, which remain true and correct in all
material respects as of such earlier date, and (ii) changes in facts and
circumstances permitted by the terms of the Financing Agreements.
8. REFERENCE TO LOAN AGREEMENT. Upon the effectiveness of this
Amendment, each reference in the Loan Agreement to "this Agreement,"
"hereunder," or words of like import shall mean and be a reference to the Loan
Agreement, as amended by this Amendment.
9. BREACH OF AMENDMENT. This Amendment shall be part of the Loan
Agreement and a breach of any of any representation, warranty or covenant herein
shall constitute an Event of Default.
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10. EXPENSES OF AGENTS AND LENDERS. Borrowers agrees to pay, ON DEMAND,
all costs and expenses incurred by Agents and Lenders in connection with the
preparation, negotiation and execution of this Amendment, the Forbearance
Agreement, and any other Financing Agreements executed pursuant hereto and any
and all amendments, modifications, and supplements thereto, including, without
limitation, the reasonable costs and fees of Agents' and Lenders' legal counsel
and any taxes or expenses associated with or incurred in connection with any
instrument or agreement referred to herein or contemplated hereby.
11. EFFECTIVENESS; GOVERNING LAW. This Amendment shall be effective
upon acceptance by Agents and Lenders in Atlanta, Georgia (notice of which
acceptance is hereby waived), whereupon the same shall be governed by and
construed in accordance with the internal laws of the State of Georgia.
12. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.
13. NO NOVATION, ETC.. Except as otherwise expressly provided in this
Amendment, nothing herein shall be deemed to amend or modify any provision of
the Loan Agreement or any of the other Financing Agreements, each of which shall
remain in full force and effect. This Amendment is not intended to be, nor shall
it be construed to create, a novation or accord and satisfaction, and the Loan
Agreement as herein modified shall continue in full force and effect.
14. COUNTERPARTS; TELECOPIED SIGNATURES. This Amendment may be executed
in any number of counterparts and by different parties to this Amendment on
separate counterparts, each of which, when so executed, shall be deemed an
original, but all such counterparts shall constitute one and the same agreement.
Any signature delivered by a party by facsimile transmission shall be deemed to
be an original signature hereto.
15. FURTHER ASSURANCES. Borrowers agree to take such further actions as
Agents and Lenders shall reasonably request from time to time in connection
herewith to evidence or give effect to the amendments set forth herein or any of
the transactions contemplated hereby.
16. SECTION TITLES. Section titles and references used in this
Amendment shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreements among the parties hereto.
17. RELEASE OF CLAIMS. TO INDUCE AGENTS AND LENDERS TO ENTER INTO THIS
AMENDMENT, EACH BORROWER HEREBY RELEASES, ACQUITS AND FOREVER DISCHARGES EACH
AGENT AND EACH LENDER, AND ALL OFFICERS, DIRECTORS, AGENTS, EMPLOYEES,
SUCCESSORS AND ASSIGNS OF EACH AGENT AND EACH LENDER, FROM ANY AND ALL
LIABILITIES, CLAIMS, DEMANDS, ACTIONS OR CAUSES OF ACTION OF ANY KIND OR NATURE
(IF THERE BE ANY), WHETHER ABSOLUTE OR CONTINGENT, DISPUTED OR UNDISPUTED, AT
LAW OR IN EQUITY, OR KNOWN OR UNKNOWN, THAT ANY BORROWER NOW HAS OR EVER HAD
AGAINST EITHER OR BOTH AGENTS OR ANY LENDER AND THAT ARISE OUT OF OR RELATE TO
ANY ACT OR FAILURE TO ACT OF EITHER OR BOTH AGENTS OR ANY LENDER UNDER OR IN
CONNECTION WITH ANY OF THE FINANCING AGREEMENTS. EACH BORROWER REPRESENTS AND
WARRANTS TO AGENTS AND LENDERS THAT SUCH BORROWER HAS NOT TRANSFERRED OR
ASSIGNED TO ANY PERSON ANY CLAIM THAT SUCH BORROWER EVER HAD OR CLAIMED TO HAVE
AGAINST EITHER OR BOTH AGENTS OR ANY LENDER.
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18. WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, THE PARTIES HERETO EACH HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY
ACTION, SUIT, COUNTERCLAIM OR PROCEEDING ARISING OUT OF OR RELATED TO THIS
AMENDMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed under seal, and delivered by their respective duly authorized
officers, on the date first written above.
DYERSBURG CORPORATION
ATTEST:
/s/ Paul L. Hallock By: /s/ William S. Shropshire, Jr.
- -------------------------------- ---------------------------------------
PAUL L. HALLOCK WILLIAM S., SHROPSHIRE, JR.
Vice President-Finance and Executive Vice President,
Assistant Secretary Chief Financial Officer, Secretary and
Treasurer
[CORPORATE SEAL]
DYERSBURG FABRICS INC.
ATTEST:
/s/ Paul L. Hallock By: /s/ William S. Shropshire, Jr.
- -------------------------------- ---------------------------------------
PAUL L. HALLOCK WILLIAM S., SHROPSHIRE, JR.
Vice President-Finance and Executive Vice President,
Assistant Secretary Chief Financial Officer, Secretary and
Treasurer
[CORPORATE SEAL]
UNITED KNITTING, INC.
ATTEST:
/s/ Paul L. Hallock By: /s/ William S. Shropshire, Jr.
- -------------------------------- ---------------------------------------
PAUL L. HALLOCK WILLIAM S., SHROPSHIRE, JR.
Vice President-Finance and Executive Vice President,
Assistant Secretary Chief Financial Officer, Secretary and
Treasurer
[CORPORATE SEAL]
IQUE, INC.
ATTEST:
/s/ Paul L. Hallock By: /s/ William S. Shropshire, Jr.
- -------------------------------- ---------------------------------------
PAUL L. HALLOCK WILLIAM S., SHROPSHIRE, JR.
Vice President-Finance and Executive Vice President,
Assistant Secretary Chief Financial Officer, Secretary and
Treasurer
[CORPORATE SEAL]
[Signatures continued on following page]
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ALAMAC KNIT FABRICS, INC.
ATTEST:
/s/ Paul L. Hallock By: /s/ William S. Shropshire, Jr.
- -------------------------------- ---------------------------------------
PAUL L. HALLOCK WILLIAM S., SHROPSHIRE, JR.
Vice President-Finance and Executive Vice President,
Assistant Secretary Chief Financial Officer, Secretary and
Treasurer
[CORPORATE SEAL]
AIH INC.
ATTEST:
/s/ Paul L. Hallock By: /s/ William S. Shropshire, Jr.
- -------------------------------- ---------------------------------------
PAUL L. HALLOCK WILLIAM S., SHROPSHIRE, JR.
Vice President-Finance and Executive Vice President,
Assistant Secretary Chief Financial Officer, Secretary and
Treasurer
[CORPORATE SEAL]
DYERSBURG FABRICS LIMITED
PARTNERSHIP, I
ATTEST: By: DYERSBURG FABRICS INC., its sole
General Partner
/s/ Paul L. Hallock By: /s/ William S. Shropshire, Jr.
- -------------------------------- ---------------------------------------
PAUL L. HALLOCK WILLIAM S., SHROPSHIRE, JR.
Vice President-Finance and Executive Vice President,
Assistant Secretary Chief Financial Officer, Secretary and
Treasurer
[CORPORATE SEAL]
UNITED KNITTING LIMITED
PARTNERSHIP, I
ATTEST: By: UNITED KNITTING, INC., its sole
General Partner
/s/ Paul L. Hallock By: /s/ William S. Shropshire, Jr.
- -------------------------------- ---------------------------------------
PAUL L. HALLOCK WILLIAM S., SHROPSHIRE, JR.
Vice President-Finance and Executive Vice President,
Assistant Secretary Chief Financial Officer, Secretary and
Treasurer
[CORPORATE SEAL]
[Signatures continued on following page]
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IQUE LIMITED PARTNERSHIP, I
ATTEST: By: IQUE, INC., its sole General Partner
/s/ Paul L. Hallock By: /s/ William S. Shropshire, Jr.
- -------------------------------- ---------------------------------------
PAUL L. HALLOCK WILLIAM S., SHROPSHIRE, JR.
Vice President-Finance and Executive Vice President,
Assistant Secretary Chief Financial Officer, Secretary and
Treasurer
[CORPORATE SEAL]
Accepted:
FLEET NATIONAL BANK, as Collateral
Agent
By: /s/ David Rich
-----------------------------------
Title: Vice President
-------------------------
CONGRESS FINANCIAL CORPORATION
(SOUTHERN), as Administrative Agent and
a Lender
By: /s/ Morris P. Holloway
-----------------------------------
Title: Senior Vice President
-------------------------
GENERAL ELECTRIC CAPITAL
CORPORATION, as a Lender
By: /s/ Patrick Aarons
-----------------------------------
Title: Vice President
-------------------------
THE CIT GROUP/COMMERCIAL
SERVICES, INC., as a Lender
By: /s/ John Suchaniak
-----------------------------------
Title: Vice President
-------------------------
MELLON BANK, N.A., as a Lender
By: /s/ Steve Bellah
-----------------------------------
Title: Managing Director
-------------------------
FLEET CAPITAL CORPORATION, as a
Lender
By: /s/ David Rich
-----------------------------------
Title: Vice President
-------------------------
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CONSENT AND REAFFIRMATION
Each of the undersigned guarantors of the Obligations of Borrowers at
any time owing to Agents and Lenders hereby (i) acknowledges receipt of a copy
of the foregoing First Amendment to Loan and Security Agreement; (ii) consents
to Borrowers' execution and delivery thereof and of the other documents,
instruments or agreements Borrowers agrees to execute and deliver pursuant
thereto; (iii) agrees to be bound thereby; and (iv) affirms that nothing
contained therein shall modify in any respect whatsoever its guaranty of the
Obligations and reaffirms that such guaranty is and shall remain in full force
and effect.
IN WITNESS WHEREOF, each of the undersigned has executed this Consent
and Reaffirmation as of the date of such First Amendment to Loan and Security
Agreement.
DFIC, INC.
ATTEST:
/s/ Paul L. Hallock By: /s/ William S. Shropshire, Jr.
- -------------------------------- ---------------------------------------
PAUL L. HALLOCK WILLIAM S., SHROPSHIRE, JR.
Vice President-Finance and Executive Vice President,
Assistant Secretary Chief Financial Officer, Secretary and
Treasurer
[CORPORATE SEAL]
IQUEIC, INC.
ATTEST:
/s/ Paul L. Hallock By: /s/ William S. Shropshire, Jr.
- -------------------------------- ---------------------------------------
PAUL L. HALLOCK WILLIAM S., SHROPSHIRE, JR.
Vice President-Finance and Executive Vice President,
Assistant Secretary Chief Financial Officer, Secretary and
Treasurer
[CORPORATE SEAL]
UKIC, INC.
ATTEST:
/s/ Paul L. Hallock By: /s/ William S. Shropshire, Jr.
- -------------------------------- ---------------------------------------
PAUL L. HALLOCK WILLIAM S., SHROPSHIRE, JR.
Vice President-Finance and Executive Vice President,
Assistant Secretary Chief Financial Officer, Secretary and
Treasurer
[CORPORATE SEAL]
[Signatures continued on following page]
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ALAMAC ENTERPRISES, INC.
ATTEST:
/s/ Paul L. Hallock By: /s/ William S. Shropshire, Jr.
- -------------------------------- ---------------------------------------
PAUL L. HALLOCK WILLIAM S., SHROPSHIRE, JR.
Vice President-Finance and Executive Vice President,
Assistant Secretary Chief Financial Officer, Secretary and
Treasurer
[CORPORATE SEAL]
ALAMAC KNIT FABRICS LLC
ATTEST:
/s/ Paul L. Hallock By: /s/ William S. Shropshire, Jr.
- -------------------------------- ---------------------------------------
PAUL L. HALLOCK WILLIAM S., SHROPSHIRE, JR.
Vice President-Finance and Executive Vice President,
Assistant Secretary Chief Financial Officer, Secretary and
Treasurer
[CORPORATE SEAL]
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EXHIBIT F
COMPLIANCE CERTIFICATE
[Letterhead of Borrowers]
__________________, 20__
Congress Financial Corporation (Southern), as Administrative Agent
200 Galleria Parkway
Suite 1500
Atlanta, Georgia 30339
Attention: Office Head
Fleet National Bank, as Collateral Agent
200 Galleria Parkway
Suite 800
Atlanta, Georgia 30339
Attention: Mr. David Rich
The undersigned, the chief financial officer of Dyersburg Corporation,
Dyersburg Fabrics Limited Partnership, I, Dyersburg Fabrics Inc., United
Knitting, Inc., United Knitting Limited Partnership, I, IQUE, Inc., IQUE Limited
Partnership, I, Alamac Knit Fabrics, Inc. and AIH Inc. ("Borrowers"), gives this
certificate to Agents in accordance with the requirements of SECTION 9.6 of that
certain Loan and Security Agreement dated August 17, 1999, among Borrowers,
Agents and the Lenders referenced therein (as at any time amended, the "Loan
Agreement"). Capitalized terms used in this Certificate, unless otherwise
defined herein, shall have the meanings ascribed to them in the Loan Agreement.
1. Based upon my review of the balance sheets and statements
of income of Borrowers and their Subsidiaries for the [Fiscal Year] [quarterly
period] ending __________________, ____, copies of which are attached hereto, I
hereby certify that:
(a) Consolidated Adjusted Tangible Net Worth is
$____________;
(b) Consolidated EBITDA is $___________;
(c) Consolidated Fixed Charge Coverage Ratio is ____ to
1;
(d) Excess Availability is $____________.
2. No Default exists on the date hereof, other than:
__________________ ________________________________________________ [if none, so
state]; and
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3. No Event of Default exists on the date hereof, other than
__________ ____________________________________________________ [if none, so
state].
4. As of the date hereof, Borrowers are current in their
payment of all accrued rent and other charges to Persons who own or lease any
premises where any of the Collateral is located, and there are no pending
disputes or claims regarding any Borrower's failure to pay or delay in payment
of any such rent or other charges.
Very truly yours,
---------------------------------------
Chief Financial Officer