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EXHIBIT 10.19
SECOND AMENDMENT TO POST-PETITION
LOAN AND SECURITY AGREEMENT
This SECOND AMENDMENT TO POST-PETITION LOAN AND SECURITY AGREEMENT
(this "Amendment") is made and entered into on February 12, 2001, 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"); DFIC, INC., a Delaware corporation ("DFIC"); IQUEIC, INC., a
Delaware corporation ("IQUEIC"); UKIC, INC., a Delaware corporation ("UKIC");
ALAMAC ENTERPRISES INC., a Delaware corporation ("Alamac Enterprises"); and
ALAMAC KNIT FABRICS LLC, a Delaware limited liability company ("Alamac LLC";
each of DFIC, IQUEIC, UKIC, Alamac Enterprises and Alamac LLC individually
referred to as a "Guarantor" and collectively as "Guarantors"; Borrowers and
Guarantors collectively are referred to hereinafter as "Obligors"); 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, 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:
Obligors, Agents and Lenders are parties to a certain Post-Petition
Loan and Security Agreement dated September 25, 2000 (as at any time amended,
the "Loan Agreement"), pursuant to which Lenders may make loans and other
extensions of credit to Borrowers in connection with the Chapter 11 Cases (as
defined therein).
Obligors, Agents and Lenders now desire to amend the Loan Agreement as
hereinafter set forth.
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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.
2. AMENDMENTS TO LOAN AGREEMENT. The Loan Agreement is hereby amended as
follows:
(a) By inserting the following definitions of "Hamilton Transaction"
and "Penco" in Section 1 of the Loan Agreement in appropriate alphabetical
order:
"Hamilton Transaction" shall mean the transaction by which
Alamac proposes to enter into and consummate an Agreement of Sale with
Penco pursuant to which Alamac will sell to Penco certain real and
personal property located in Hamilton, North Carolina for a purchase
price of at least $2,800,000.
"Penco" shall mean Penco Products, Inc., Pennsylvania corporation.
(b) By deleting the definition of "Post-Petition Term Loan Conditions"
from Section 1 of the Loan Agreement and by substituting the following in lieu
thereof:
"Post-Petition Term Loan Conditions" shall mean and include
each of the following conditions: (i) Agents have received and recorded
all Mortgages, if and to the extent as may be required by Agents in
their sole discretion (with the costs thereof to be paid by Borrowers),
and (ii) Agents have obtained all title insurance reports, endorsements
and policies relating to such Mortgages, if and to the extent as may be
required by Agents in their sole discretion (with the costs thereof to
be paid by Borrowers).
(c) By deleting Section 9.15 of the Loan Agreement and by substituting
the following new Section 9.15 in lieu thereof:
9.15 CONSOLIDATED EBITDA. Borrowers shall maintain
Consolidated EBITDA of at least the amounts set forth below for the
periods applicable thereto:
Period Amount
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October 1, 2000 through February 24, 2001 $5,152,000
October 1, 2000 through March 31, 2001 $6,866,000
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(c) By deleting Section 9.18 of the Loan Agreement and by substituting
the following new Section 9.18 in lieu thereof:
9.18. EXCESS AVAILABILITY. Borrowers shall maintain Excess
Availability at all times after the Closing Date of at least
$3,500,000; provided, however, that if Borrowers consummate the
Hamilton Transaction, then Borrowers shall be required to maintain
Excess Availability at all times after the Closing Date of at least
$4,150,000.
4. LIMITED WAIVER OF DEFAULT. An Event of Default has occurred and
currently exists under the Loan Agreement as a result of Borrowers' breach of
Section 9.15 of the Loan Agreement for the period from October 1, 2000 through
December 30, 2000 (the "Designated Default"). Borrower represents and warrants
that the Designated Default is the only Default or Event of Default that exists
under the Loan Agreement and the other Loan Documents as of the date hereof.
Lenders hereby waive the Designated Default in existence on the date hereof. In
no event shall such waiver be deemed to constitute a waiver of (a) any Default
or Event of Default other than the Designated Default in existence on the date
of this Amendment or (b) Borrower's obligation to comply with all of the terms
and conditions of the Loan Agreement and the other Loan Documents from and after
the date hereof. Notwithstanding any prior, temporary mutual disregard of the
terms of any contracts between the parties, Borrower hereby agrees that it shall
be required strictly to comply with all of the terms of the Loan Documents on
and after the date hereof.
5. RATIFICATION AND REAFFIRMATION. Each Obligor hereby ratifies and
reaffirms the Obligations, each of the DIP Financing Agreements and all of such
Obligor's covenants, duties, indebtedness and liabilities under the Financing
Agreements.
6. ACKNOWLEDGMENTS AND STIPULATIONS. Each Obligor acknowledges and
stipulates that the Loan Agreement and the other DIP Financing Agreements
executed by such Obligor are legal, valid and binding obligations of such
Obligor that are enforceable against such Obligor 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 Obligor); as
of the opening of business on February 12, 2001, the unpaid principal amount of
the Loans totaled $43,962,563.50.
7. REPRESENTATIONS AND WARRANTIES. Each Obligor represents and warrants
to Agents and Lenders, to induce Agents and Lenders to enter into this Amendment
that (a) no Default or Event of Default exists on the date hereof other than the
Designated Default; (b) the execution, delivery and performance of this
Amendment have been duly authorized by all requisite corporate or partnership
action on the part of such Obligor and this Amendment has been duly executed and
delivered by such Obligor; (c) and all of the representations and warranties
made by such Obligor in the Loan Agreement are true and correct on and as of the
date hereof.
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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 representation, warranty or covenant herein shall
constitute an Event of Default.
10. EXPENSES OF AGENTS AND LENDERS. Obligors 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, and any other DIP
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 DIP 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. Obligors 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.
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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.
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.
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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.
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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.
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PAUL L. HALLOCK WILLIAM S. SHROPSHIRE, JR.
Vice President-Finance and Executive Vice President,
Assistant Secretary Chief Financial Officer, Secretary
and Treasurer
[CORPORATE SEAL]
[Signature continued on following page]
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IQUE, INC.
ATTEST:
/s/ Paul L. Hallock By: /s/ William S. Shropshire, Jr.
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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, INC.
ATTEST:
/s/ Paul L. Hallock By: /s/ William S. Shropshire, Jr.
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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.
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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.
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PAUL L. HALLOCK WILLIAM S. SHROPSHIRE, JR.
Vice President-Finance and Executive Vice President,
Assistant Secretary Chief Financial Officer, Secretary
and Treasurer
[CORPORATE SEAL]
[Signature continued on following page]
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UNITED KNITTING LIMITED
PARTNERSHIP, I
ATTEST: By: UNITED KNITTING, INC., its sole
General Partner
/s/ Paul L. Hallock By: /s/ William S. Shropshire, Jr.
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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 LIMITED PARTNERSHIP, I
ATTEST: By: IQUE, INC., its sole General Partner
/s/ Paul L. Hallock By: /s/ William S. Shropshire, Jr.
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PAUL L. HALLOCK WILLIAM S. SHROPSHIRE, JR.
Vice President-Finance and Executive Vice President,
Assistant Secretary Chief Financial Officer, Secretary
and Treasurer
[CORPORATE SEAL]
ATTEST: DFIC, INC.
/s/ Paul L. Hallock By: /s/ William S. Shropshire, Jr.
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PAUL L. HALLOCK WILLIAM S. SHROPSHIRE, JR.
Vice President-Finance, Executive Vice President,
Assistant Secretary Chief Financial Officer, Treasurer
and Secretary
[CORPORATE SEAL]
ATTEST: IQUEIC, INC.
/s/ Paul L. Hallock By: /s/ William S. Shropshire, Jr.
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PAUL L. HALLOCK WILLIAM S. SHROPSHIRE, JR.
Vice President-Finance, Executive Vice President,
Assistant Secretary Chief Financial Officer, Treasurer
and Secretary
[CORPORATE SEAL]
[Signature continued on following page]
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ATTEST: UKIC, INC.
/s/ Paul L. Hallock By: /s/ William S. Shropshire, Jr.
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PAUL L. HALLOCK WILLIAM S. SHROPSHIRE, JR.
Vice President-Finance, Executive Vice President,
Assistant Secretary Chief Financial Officer, Treasurer
and Secretary
[CORPORATE SEAL]
ATTEST: ALAMAC ENTERPRISES INC.
/s/ Paul L. Hallock By: /s/ William S. Shropshire, Jr.
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PAUL L. HALLOCK WILLIAM S. SHROPSHIRE, JR.
Vice President-Finance, Executive Vice President,
Assistant Secretary Chief Financial Officer, Treasurer
and Secretary
[CORPORATE SEAL]
ATTEST ALAMAC KNIT FABRICS LLC
BY: ALAMAC KNIT FABRICS, INC., its sole
member
/s/ Paul L. Hallock By: /s/ William S. Shropshire, Jr.
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PAUL L. HALLOCK WILLIAM S. SHROPSHIRE, JR.
Vice President-Finance, Executive Vice President,
Assistant Secretary Chief Financial Officer, Treasurer
and Secretary
[CORPORATE SEAL]
[Signature continued on following page]
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Accepted:
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FLEET NATIONAL BANK, as Collateral
Agent
By: /s/ David Rich
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Title: Vice President
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CONGRESS FINANCIAL
CORPORATION (SOUTHERN),
as Administrative Agent and
a Lender
By: /s/ Morris P. Holloway
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Title: Senior Vice President
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GENERAL ELECTRIC CAPITAL
CORPORATION, as a Lender
By: /s/ Ronald Banks
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Title: Duly Authorized Signatory
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THE CIT GROUP/COMMERCIAL SERVICES, INC.,
as a Lender
By: /s/ John Suchaniak
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Title: Vice President
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MELLON BANK, N.A., as a Lender
By: /s/ Patrick Aarons
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Title: Vice President
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FLEET CAPITAL CORPORATION, as a Lender
By: /s/ David Rich
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Title: Vice President
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