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EXHIBIT 10.19
THIRD AMENDMENT TO POST-PETITION
LOAN AND SECURITY AGREEMENT
This THIRD AMENDMENT TO POST-PETITION LOAN AND SECURITY AGREEMENT (this
"Amendment") is made and entered into on April 2, 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.
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:
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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 deleting Section 2.1(a)(ii)(B) of the Loan Agreement and inserting
the following in lieu thereof: "(B) $18,000,000, less".
(b) By deleting Section 2.1(a)(ii)(A)(IV) of the Loan Agreement and
inserting the following in lieu thereof:
(IV) the lesser of: (x) fifty percent (50%) of the Value of Eligible
Work-In-Process consisting of manufactured yarn, greige cloth Inventory and
dyed greige cloth at Borrowers' Dyersburg, Tennessee location and greige
cloth Inventory at Alamac's location plus twenty-five percent (25%) of the
Value of Eligible Alamac Stock-In-Process and Eligible Finishing Department
Inventory or (y) $5,500,000, or
(c) By deleting the definitions of "Applicable Margin," "DIP Facility,"
"DIP Term," "Maximum Revolving Credit" and "Revolving Commitment" from Section 1
of the Loan Agreement and by substituting the following in lieu thereof:
"Applicable Margin" shall mean a percentage equal to (i) 3.5% with
respect to Revolving Loans consisting of LIBOR Rate Loans; (ii) 1.5% with
respect to Revolving Loans consisting of Base Rate Loans; (iii) 4.0% with
respect to any portion of the Term Loan consisting of LIBOR Rate Loans; and
(iv) 2.0% with respect to any portion of the Term Loan consisting of Base
Rate Loans.
"DIP Facility" shall mean the credit facility established by Agents
and Lenders in favor of Borrowers pursuant to this Agreement and pursuant
to which the Revolving Commitments and Term Loan Commitments are made
available by Lenders.
"DIP Term" shall mean a period commencing on the date of entry of the
Interim Financing Order and ending on June 25, 2001 or such later date as
may be agreed to in writing by Debtors, Agents and Lenders in writing.
"Maximum Revolving Credit" shall mean, on any date, an amount equal to
$60,000,000, minus the amount of the Revolving Loans and Letter of Credit
Accommodations outstanding under the Pre-Petition Loan Agreement on such
date.
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"Revolving Commitment" shall mean, at any date for any Lender, the
obligation of such Lender to make Revolving Loans and to purchase
participations in Letter of Credit Accommodations pursuant to the terms and
conditions of this Agreement, which shall not exceed the principal amount
set forth opposite such Lender's name under the heading "Revolving
Commitment" on the signature pages hereof or the signature page of the
Assignment and Acceptance by which it became a Lender, as modified from
time to time pursuant to the terms of this Agreement or to give effect to
any applicable Assignment and Acceptance; and "Revolving Commitments" means
the aggregate principal amount of the Revolving Commitments of all Lenders,
the maximum amount of which shall be $60,000,000.
(d) 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
------ ------
April 1, 2001 through April 28, 2001 $1,000,000
April 1, 2001 through May 26, 2001 $2,000,000
3. LIBOR RATE LOANS. Notwithstanding any provisions of the Loan Agreement
to the contrary, Borrowers shall not be entitled to obtain any new LIBOR Rate
Loans, continue any existing LIBOR Rate Loans for additional Interest Periods or
convert any existing Base Rate Loans to LIBOR Rate Loans after the date hereof.
Any existing LIBOR Rate Loans will bear interest for remainder of the current
Interest Period at the interest rates set forth in the Loan Agreement as
modified by this Amendment and at the end of such Interest Periods shall be
converted to Base Rate Loans.
4. REVOLVING COMMITMENTS. In connection with the reduction of the amount of
the Revolving Commitments pursuant to this Amendment, the Revolving Commitment
of each Lender set forth on the signature pages to the Loan Agreement shall be
reduced to the amount set forth below opposite such Lender's name, and the
signature pages to the Loan Agreement shall be deemed have been amended to
reflect such lesser amounts.
Congress Financial Corporation (Southern) $16,363,636.50
Fleet Capital Corporation $16,363,636.50
General Electric Capital Corporation $10,909,091.00
The CIT Group/Commercial Services, Inc. $ 8,181,818.00
Mellon Bank, N.A. $ 8,181,818.00
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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 March 8, 2001, the unpaid principal amount of the
Revolver Loans totaled $24,823,110 and the unpaid principal amount of the Term
Loan totaled $20,050,000.
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) after giving effect to this Amendment, no Default or Event of Default
exists on the date hereof; (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.
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.
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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.
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.
ATTEST: DYERSBURG CORPORATION
/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]
[Signatures continued on following page]
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ATTEST: DYERSBURG FABRICS INC.
/s/ Paul L. Hallock By: /s/ W. 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: UNITED KNITTING, INC.
/s/ Paul L. Hallock By: /s/ W. 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: IQUE, INC.
/s/ Paul L. Hallock By: /s/ W. 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: ALAMAC KNIT FABRICS, INC.
/s/ Paul L. Hallock By: /s/ W. 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]
[Signatures continued on following page]
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ATTEST: AIH INC.
/s/ Paul L. Hallock By: /s/ W. 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/ W. 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 LIMITED
PARTNERSHIP, I
ATTEST: By: UNITED KNITTING, INC., its sole
General Partner
/s/ Paul L. Hallock By: /s/ W. 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]
[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/ W. 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.
By: /s/ Paul L. Hallock By: /s/ W. S. Shropshire, Jr.
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PAUL L. HALLOCK, Vice President - WILLIAM S. SHROPSHIRE, JR.,
Finance, Assistant Secretary Executive Vice President, Chief
Financial Officer, Treasurer and
Secretary
[CORPORATE SEAL]
ATTEST: IQUEIC, INC.
By: /s/ Paul L. Hallock By: /s/ W. S. Shropshire, Jr.
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PAUL L. HALLOCK, Vice President - WILLIAM S. SHROPSHIRE, JR.,
Finance, Assistant Secretary Executive Vice President, Chief
Financial Officer, Treasurer and
Secretary
[CORPORATE SEAL]
ATTEST: UKIC, INC.
By: /s/ Paul L. Hallock By: /s/ W. S. Shropshire, Jr.
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PAUL L. HALLOCK, Vice President - WILLIAM S. SHROPSHIRE, JR.,
Finance, Assistant Secretary Executive Vice President, Chief
Financial Officer, Treasurer and
Secretary
[CORPORATE SEAL]
[Signatures continued on following page]
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ATTEST: ALAMAC ENTERPRISES INC.
By: /s/ Paul L. Hallock By: /s/ W. S. Shropshire, Jr.
--------------------------------- ----------------------------------
PAUL L. HALLOCK, Vice President - WILLIAM S. SHROPSHIRE, JR.,
Finance, Assistant Secretary Executive Vice President, Chief
Financial Officer, Treasurer and
Secretary
[CORPORATE SEAL]
ALAMAC KNIT FABRICS LLC
ATTEST: BY: ALAMAC KNIT FABRICS, INC., its
sole member
By: /s/ Paul L. Hallock By: /s/ W. S. Shropshire, Jr.
--------------------------------- ----------------------------------
PAUL L. HALLOCK, Vice President - WILLIAM S. SHROPSHIRE, JR.,
Finance, Assistant Secretary Executive Vice President, Chief
Financial Officer, Treasurer and
Secretary
[CORPORATE SEAL]
Accepted:
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FLEET NATIONAL BANK, as Collateral
Agent
By: /s/ David Rich
----------------------------------
Title: Vice President
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CONGRESS FINANCIAL
CORPORATION (SOUTHERN), as
Administrative Agent and a Lender
By: /s/ Maria P. Holloway
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Title: Senior Vice President
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GENERAL ELECTRIC CAPITAL
CORPORATION, as a Lender
By: /s/ Glenn Bartley
----------------------------------
Title: Duly Authorized Signatory
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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/ Patrick Aarons
----------------------------------
Title: Vice President
----------------------------
FLEET CAPITAL CORPORATION, as a
Lender
By: /s/ David Rich
----------------------------------
Title: Vice President
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