1
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as
of the 19th day of November, 1996 among SPRINGS INDUSTRIES, INC. (the
"Borrower"), WACHOVIA BANK OF GEORGIA, N.A., as Agent (the "Agent") and WACHOVIA
BANK OF NORTH CAROLINA, N.A., SUNTRUST BANK, ATLANTA, and NATIONSBANK, N.A.
(CAROLINAS) (collectively, the "Banks");
W I T N E S S E T H:
WHEREAS, the Borrower, the Agent and the Banks are parties to that
certain Credit Agreement, dated as of the 31st day of March, 1995, as amended by
that certain First Amendment to Credit Agreement dated as of January 18, 1996,
and that certain Second Amendment to Credit Agreement dated as of February 13,
1996 (as so amended, the "Credit Agreement");
WHEREAS, the Borrower has requested and the Agent and the Banks have
agreed to certain amendments to the Credit Agreement, subject to the terms and
conditions hereof;
NOW, THEREFORE, for and in consideration of the above premises and
other good and valuable consideration, the receipt and sufficiency of which
hereby is acknowledged by the parties hereto, the Borrower, the Agent and the
Banks hereby covenant and agree as follows:
1. Definitions. Unless otherwise specifically defined herein, each term
used herein which is defined in the Credit Agreement shall have the meaning
assigned to such term in the Credit Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Credit Agreement shall from and after the date hereof refer to the Credit
Agreement as amended hereby.
2. Amendments. (a) Section 1.01 is hereby amended by deleting the
definition of "Consolidated Net Income Available for Restricted Payments" and
substituting the following in lieu thereof:
"Consolidated Net Income Available for Restricted Payments"
means, on any date, an amount equal to the sum of: (i) $40,000,000;
plus (or minus, in case of a deficit) (ii) 100% of Consolidated Net
Income for the period (taken as one accounting period) commencing on
April 1, 1995 and terminating at the end of the last Fiscal Quarter
preceding the date of any proposed Restricted Payment; less (iii) the
aggregate amount of all Dividends paid or declared after April 1, 1995,
by the Borrower on any of its Capital Stock; and less (iv) the excess
of (A) the aggregate amount expended, directly or indirectly, after
April
39
2
1, 1995, for redemption, purchase, retirement or other acquisition of
any shares of its Capital Stock over (B) the aggregate amount received
after April 1, 1995, from sales of Capital Stock.
(b) Section 2.02(a) is hereby deleted and substituted in lieu thereof
is the following:
(a) If the Borrower desires that any portion of the initial
Term Loan Advance be made as Euro-Dollar Loans on the Drawdown Date,
the Borrower shall execute and deliver to the Agent a Funding
Indemnification Letter and the Banks and the Borrower shall agree on
the interest rates, amounts and Interest Periods with respect thereto
not later than 3 Euro-Dollar Business Days prior to the Drawdown Date
for such initial Term Loan Advance. If and to the extent that no
Funding Indemnification Letter has been so delivered or such agreement
as to interest rates, amounts and Interest Periods has not been reached
within such time, the funding of the initial Term Loan Advance, as well
as all subsequent Term Loan Advances and all Refunding Loans, shall be
made as provided below. The Borrower shall give the Agent notice (a
"Notice of Borrowing"), which shall be substantially in the form of
Exhibit E (unless such Borrowing consists solely of a Refunding Loan,
in which case such notice may be telephonic), prior to 11:00 A.M.
(Atlanta, Georgia time) at least 1 Domestic Business Day before each
Base Rate Borrowing and at least 3 Euro-Dollar Business Days before
each Euro-Dollar Borrowing, specifying:
(i) the date of such Borrowing, which shall be a Domestic
Business Day in the case of a Base Rate Borrowing or a Euro-Dollar
Business Day in the case of a Euro-Dollar Borrowing,
(ii) the aggregate amount of such Borrowing,
(iii) whether the Loans comprising such Borrowing are to be
Base Rate Loans or Euro-Dollar Loans, and
(iv) in the case of a Euro-Dollar Borrowing, the duration of
the Interest Period applicable thereto, subject to the provisions of
the definition of Interest Period.
(c) Section 2.02(f) is hereby deleted.
(d) The third paragraph of Section 2.09(c) is hereby deleted and
substituted in lieu thereof is the following:
In the event that the Borrower seeks a refund of any Taxes
paid by the Borrower pursuant to this Section 2.09(c), the applicable
Bank shall use its reasonable efforts to assist the Borrower in
connection therewith, at the Borrower's expense. In the event any Bank
receives a refund of any Taxes paid by the Borrower pursuant to this
Section 2.09(c), it will pay to the Borrower the amount of such refund
promptly upon receipt
40
3
thereof; provided that if at any time thereafter it is required to
return such refund, the Borrower shall promptly repay to it the amount
of such refund.
(e) The last sentence of Section 3.02 is hereby deleted and substituted
in lieu thereof is the following:
Each Borrowing hereunder shall be deemed to be a representation and
warranty by the Borrower on the date of such Borrowing as to the truth
and accuracy of the facts specified in paragraphs (b), (c) and (d) of
this Section; provided that if such Borrowing consists solely of a
Refunding Loan, such Borrowing shall not be deemed to be such a
representation and warranty.
(f) Section 5.05 is hereby deleted and substituted in lieu thereof is
the following:
SECTION 5.05. Minimum Consolidated Tangible Net Worth.
Consolidated Tangible Net Worth will at no time be less than
$475,000,000, plus the sum of (i) 25% of the cumulative Consolidated
Net Income of the Borrower and its Consolidated Subsidiaries for the
period from April 1, 1995 through and including the last Fiscal Quarter
just ended (taken as one accounting period), calculated quarterly but
excluding from such calculations of Consolidated Net Income for
purposes of this clause (i), any quarter in which the Consolidated Net
Income of the Borrower and its Consolidated Subsidiaries is negative,
(ii) 100% of the cumulative Net Proceeds of Capital Stock received
during any period after April 1, 1995, less the amount of any Capital
Stock repurchased by the Borrower during any period after April 1, 1995
and (iii) 100% of the amount of any Debt converted to equity in the
Borrower during any period after April 1, 1995, calculated quarterly.
(g) Section 5.07 is hereby deleted and substituted in lieu thereof is
the following:
SECTION 5.07. Loans or Advances. Neither the Borrower nor any
of its Subsidiaries shall make loans or advances to any Person except:
(i) loans or advances to employees not exceeding $1,500,000 in the
aggregate principal amount outstanding at any time, in each case made
in the ordinary course of business and consistent with practices
existing on April 1, 1995; and (ii) deposits required by government
agencies or public utilities; (iii) loans and advances not in excess of
an aggregate amount of $10,000,000 consisting of trade accounts
receivable, the payment terms of which have been altered by virtue of
the bankruptcy of the account debtor; (iv) loans and advances (a) from
the Borrower to any Guarantor (b) from any Guarantor to any other
Guarantor or (c) from any Subsidiary to the Borrower; (v) loans and
advances from the Borrower to any Foreign Subsidiary not exceeding at
any time an amount which, together with the aggregate amount of
Investments in Foreign Subsidiaries permitted by clause (C) of Section
5.08, is equal to 15% of Consolidated Tangible Net Worth at such time;
and (vi) other
41
4
loans and advances, not exceeding at any time an amount which, together
with the aggregate amounts of Investments permitted by clause (D) of
Section 5.08, is equal to 10% of Consolidated Tangible Net Worth at
such time; provided that after giving effect to the making of any
loans, advances or deposits permitted by this Section, the Borrower
will be in full compliance with all the provisions of this Agreement.
(h) Section 5.12 is hereby deleted and substituted in lieu thereof is
the following:
SECTION 5.12. Consolidations, Mergers and Sales of Assets. The
Borrower will not, nor will it permit any Subsidiary to, consolidate or
merge with or into, or sell, lease or otherwise transfer all or any
substantial part of its assets to, any other Person, or discontinue or
eliminate. any business line or segment, provided that (a) the Borrower
may merge with another Person if (i) such Person was organized under
the laws of the United States of America or one of its states, (ii) the
Borrower is the corporation surviving such merger and (iii) immediately
after giving effect to such merger, no Default shall have occurred and
be continuing, (b) Subsidiaries of the Borrower may merge with one
another, and (c) the foregoing limitation on the sale, lease or other
transfer of assets and on the discontinuation or elimination of a
business line or segment shall not prohibit, during any Fiscal Year, a
transfer of assets or the discontinuance or elimination of a business
line or segment (in a single transaction or in a series of related
transactions) unless the aggregate assets to be so transferred or
utilized in a business line or segment to be so discontinued, when
combined with all other assets transferred, and all other assets
utilized in all other business lines or segments discontinued, during
such Fiscal Year constituted more than 10% of Consolidated Tangible Net
Worth; provided, however, solely for the Fiscal Year 1996, the sale of
the stock of Clark-Schwebel, Inc. shall be excluded from the
calculation of assets transferred hereunder with respect to the 10% of
Consolidated Tangible Net Worth limitation.
(i) Exhibit F to the Credit Agreement is hereby deleted and substituted
in lieu thereof is Exhibit F in the form attached to this Amendment as Exhibit
F.
3. Effect of Amendment. Except as set forth expressly hereinabove, all
terms of the Credit Agreement and the other Loan Documents shall be and remain
in full force and effect, and shall constitute the legal, valid, binding-and
enforceable obligations of the Borrower. The amendments contained herein shall
be deemed to have prospective application only, unless otherwise specifically
stated herein.
4. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be
42
5
deemed to be an original and all of which counterparts, taken together, shall
constitute but one and the same instrument.
5. Section References. 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 evidenced hereby.
6. No Default. To induce the Agent and the Banks to enter into this
Amendment and to continue to make advances pursuant to the Credit Agreement, the
Borrower hereby acknowledges and agrees that, as of the date hereof, and after
giving effect to the terms hereof, there exists (i) no Default or Event of
Default and (ii) no right of offset, defense, counterclaim, claim or objection
in favor of the Borrower arising out of or with respect to any of the Loans or
other obligations of the Borrower owed to the Banks under the Credit Agreement.
7. Further Assurances. The Borrower agrees to take such further actions
as the Agent shall reasonably request in connection herewith to evidence the
amendments herein contained to the Borrower.
8. Governing Law. This Amendment shall be governed by and construed and
interpreted in accordance with, the laws of the State of Georgia.
9. Conditions Precedent. This Amendment shall become effective only
upon (i) execution and delivery of this Amendment by each of the parties hereto,
and (ii) execution and delivery of the Consent and Reaffirmation of Guarantors
at the end hereof by each of the Guarantors.
43
6
IN WITNESS WHEREOF, the Borrower, the Agent and each of the Banks has
caused this Amendment to be duly executed, under seal, by its duly authorized
officer as of the day and year first above written.
SPRINGS INDUSTRIES, INC.,
as Borrower (SEAL)
By: /s/Samuel J. Ilardo
-----------------------------------------
Title: Treasurer
WACHOVIA BANK OF GEORGIA, N.A.,
as Agent (SEAL)
By: /s/Mark D. Abrahm
-----------------------------------------
Title: Vice President
WACHOVIA BANK OF NORTH CAROLINA, N.A.,
as a Bank (SEAL)
By: /s/Sarah T. Warren
-----------------------------------------
Title: Vice President
SUNTRUST BANK, ATLANTA,
as a Bank (SEAL)
By: /s/Jeffrey D. Drucker
-----------------------------------------
Title: Banking Officer
By: /s/R. B. King
-----------------------------------------
Title: Vice President
NATIONSBANK, N.A.
as a Bank (SEAL)
By: /s/E. Phifer Helms
-----------------------------------------
Title: Senior Vice President
44
7
CONSENT AND REAFFIRMATION OF GUARANTORS
Each of the undersigned (i) acknowledges receipt of the foregoing
Amendment to Credit Agreement (the "Amendment"), (ii) consents to the execution
and delivery of the Amendment by the parties thereto and agrees to all of the
terms of the foregoing Amendment, and (iii) reaffirms all of its obligations and
covenants, respectively, as a Guarantor under the Guaranty dated as of March 31,
1995 executed and delivered by Springs Window Fashions Division, Inc., and under
the Guaranty dated as of May 27, 1995 executed and delivered by Dundee Mills,
Incorporated, and as a Contributing Party under the Contribution Agreement dated
as of March 31, 1995, and agrees that none of such obligations and covenants
shall be affected by the execution and delivery of the Amendment. This Consent
and Reaffirmation may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which counterparts, taken
together, shall constitute but one and the same instrument.
SPRINGS WINDOW FASHIONS DIVISION,
INC. (SEAL)
By: /s/Samuel J. Ilardo
-------------------------------------
Title: Treasurer
DUNDEE MILLS, INCORPORATED (SEAL)
By: /s/Samuel J. Ilardo
-------------------------------------
Title: Treasurer
45
8
EXHIBIT F
COMPLIANCE CERTIFICATE
Reference is made to the Credit Agreement dated as of March 31, 1995
(as modified and supplemented and in effect from time to time, the "Credit
Agreement") among Springs Industries, Inc., the Banks from time to time parties
thereto, and Wachovia Bank of Georgia, N.A., as Agent. Capitalized terms used
herein shall have the meanings ascribed thereto in the Credit Agreement.
Pursuant to Section 5.01(c) of the Credit Agreement, ________________,
the duly authorized ________________ of Springs Industries, Inc., hereby
certifies to the Agent and the Banks that the information contained in the
Compliance Check List attached hereto is true, accurate and complete as of
____________, ____, and that no Default is in existence on and as of the date
hereof.
SPRINGS INDUSTRIES, INC.
By:
-------------------------------------
Title:
46
9
COMPLIANCE CHECK LIST
SPRINGS INDUSTRIES, INC.
1. Leverage Ratio (Section 5.03)
The Leverage ratio will not at any time exceed 4.5 to 1.00, calculated
at the end of each Fiscal Quarter.
(a) Consolidated Debt Schedule - 3 $
----------
(b) EBITDA Schedule - 2 $
----------
Actual Ratio of (a) to (b)
----------
Maximum Ratio 4.5 to 1.0
2. Ratio of Consolidated Debt to Consolidated Total Tangible Capital
(Section 5.04), calculated at the end of each Fiscal Quarter
The ratio of Consolidated Debt to Consolidated Total Tangible Capital
will not at any time exceed 0.5 to 1.00.
(a) Consolidated Debt Schedule - 3 $
----------
(b) Consolidated Tangible Net
Worth Schedule - 1 $
----------
(c) sum of (a) plus (b) $
----------
Actual Ratio of (a) to (c)
----------
Maximum Ratio 0.5 to 1.0
3. Minimum consolidated Tangible Net Worth (Section 5.05)
Consolidated Tangible Net Worth will at no time be less than
$475,000,000, plus the sum of (i) 25% of the cumulative Consolidated
Net Income of the Borrower and its Consolidated Subsidiaries for the
period from April 1, 1995 through and including the last Fiscal Quarter
just ended (taken as one accounting period), calculated quarterly but
excluding from such calculations of Consolidated Net Income for
purposes of this clause (i), any quarter in which the Consolidated Net
Income of the Borrower and its Consolidated Subsidiaries is negative,
(ii) 100% of the cumulative Net Proceeds of Capital Stock received
during any period after April 1, 1995, less the amount of any Capital
Stock repurchased by the Borrower during any period
47
10
COMPLIANCE CHECK LIST
SPRINGS INDUSTRIES, INC.
after April 1, 1995 and (iii) 100% of the amount of any Debt converted to equity
in the Borrower during any period after April 1, 1995, calculated quarterly.
(a) $475,000,000
(b) 25% of positive Consolidated
Net Income after April 1, 1995 $
----------
(c) 100% of cumulative Net Proceeds
of Capital Stock after April 1, 1995 $
----------
(d) Amount of Capital Stock repurchased
after April 1, 1995 $
----------
(e) 100% of amount of Debt converted
to equity after April 1, 1995 $
----------
Actual Consolidated Tangible
Net Worth Schedule - 1 $
----------
Required Consolidated Tangible Net
Worth (sum of (a) plus (b) plus (c)
less (d) plus (e) $
----------
4. Restricted Payments (Section 5.06)
The Borrower will not declare or make any Restricted Payment during any
Fiscal Year except from Consolidated Net Income Available for
Restricted Payments; provided that after giving effect to the payment
of any such Restricted Payments, the Borrower will be in full
compliance with all of the provisions of this Agreement.
Total Restricted Payments during
Fiscal Year $
----------
(a) $40,000,000
(b) Consolidated Net Income
after April 1, 1995 $
----------
(c) Dividends after April 1, 1995 $
----------
48
11
COMPLIANCE CHECK LIST
SPRINGS INDUSTRIES, INC.
(d) Excess of expenditures after Closing
Date for redemption, purchase,
retirement or other acquisition of
shares of Capital Stock over amount
received after April 1, 1995 $
----------
(e) Maximum Restricted Payments made
after April 1, 1995 (sum of (a)
[plus] [minus] (b) less (c) less (d) $
----------
5. Loans and Advances (Section 5.07)
Neither the Borrower nor any of its Subsidiaries shall make loans or
advances to any Person except: (i) loans or advances to employees not
exceeding $1,500,000 in the aggregate principal amount outstanding at
any time, in each case made in the ordinary course of business and
consistent with practices existing on April 1, 1995; and (ii) deposits
required by government agencies or public utilities; (iii) loans and
advances not in excess of an aggregate amount of $10,000,000 consisting
of trade accounts receivable, the payment terms of which have been
altered by virtue of the bankruptcy of the account debtor; (iv) loans
and advances (a) from the Borrower to any Guarantor (b) from any
Guarantor to any other Guarantor or (c) from any Subsidiary to the
Borrower; (v) loans and advances from the Borrower to any Foreign
Subsidiary not exceeding at any time an amount which, together with the
aggregate amount of Investments in Foreign Subsidiaries permitted by
clause (C) of Section 5.08, is equal to 15% of Consolidated Tangible
Net Worth at such time; and (vi) other loans and advances, not
exceeding at any time an amount which, together with the aggregate
amounts of Investments permitted by clause (D) of Section 5.08, is
equal to 10% of Consolidated Tangible Net Worth at such time; Provided
that after giving effect to the making of any loans, advances or
deposits permitted by this Section, the Borrower will be in full
compliance with all the provisions of this Agreement.
(a) To Employees $
----------
Limitation $
----------
Excess over Limitation $ (1)
----------
- ---------------
(1) Any positive amount on this line shall be included in amounts permitted in
Paragraph 6(b) below.
49
12
COMPLIANCE CHECK LIST
SPRINGS INDUSTRIES, INC.
(b) trade payables of bankrupt account
debtors $
----------
Limitation $10,000,000
----------
Excess over Limitation $ (2)
----------
(c) To Foreign Subsidiaries--See Paragraph 6(a) below
(c) Other loans and advances--See Paragraph 6(b) below
6. Investments (Section 5.08)
Except for the existing Investments listed on Schedule 5.08, neither
the Borrower nor any of its Subsidiaries shall make Investments in any
Person except as permitted by Section 5.07 and except (A) Investments
in (i) direct obligations of the United States of Government maturing
within one year, (ii) certificates of deposit issued by a commercial
bank whose credit is satisfactory to the Agent, (iii) commercial paper
rated Al or the equivalent thereof by Standard & Poor's Corporation or
P1 or the equivalent thereof by Moody's Investors Service, Inc. and in
either case maturing within 6 months after the date of acquisition,
(iv) tender bonds the payment of the principal of and interest on which
is fully supported by a letter of credit issued by a United States bank
whose long-term certificates of deposit are rated at least AA or the
equivalent thereof by Standard & Poor's Corporation and Aa or the
equivalent thereof by Moody's Investors Service, Inc. and/or (v) other
short term Investments in accordance with company policy of the
Borrower in effect as of the date of this Agreement, a written copy of
which has been provided to the Banks, which policy may not be changed
without the Required Banks' prior written consent, (B) Investments by
the Borrower in a Guarantor or by any Guarantor in another Guarantor,
(C) Investments by the Borrower in Foreign Subsidiaries not exceeding
at any time an amount which, together with loans and advances to
Foreign Subsidiaries permitted by clause (v) of Section 5.07, is equal
to 15% of Consolidated Tangible Net Worth at such time; and (D) other
Investments not exceeding at any time an amount which, together with
the aggregate amounts of loans and advances permitted by clause (vi) of
Section 5.07, is equal to 10% of Consolidated Tangible Net Worth at
such time.
- --------------
(2) Any positive amount on this line shall be included in amounts permitted in
Paragraph 6(b) below.
50
13
COMPLIANCE CHECK LIST
SPRINGS INDUSTRIES, INC.
(a) To Foreign Subsidiaries
Loans and advances $
----------
Investments $
----------
Subtotal $
----------
Limitation $ (3)
----------
Excess over Limitation $ (4)
----------
(b) Other
Loans and advances permitted by
clause (vi) of Section 5.07 $
----------
Investments permitted by clause
(D) of Section 5.08 $
----------
Limitation $ (5)
----------
7. Negative Pledge (Section 5.09)
None of the Borrower's or any Consolidated Subsidiary's property is
subject to any Lien securing Debt, except for:
Description of Lien and Property Amount of Debt
subject to same Secured
-------------------------------- --------------
a. $
--------------------------- -------------
b. $
--------------------------- -------------
c. $
--------------------------- -------------
d. $
--------------------------- -------------
- --------------
(3) 15% of Consolidated Tangible Net Worth
(4) Any positive amount on this line shall be included in amounts permitted in
Paragraph (b) below.
(5) 10% of Consolidated Tangible Net Worth
51
14
COMPLIANCE CHECK LIST
SPRINGS INDUSTRIES, INC.
e. $
--------------------------- -------------
f. $
--------------------------- -------------
g. $
--------------------------- -------------
Total $
=============
10% of Consolidated Tangible Net Worth $
-------------
15% of Consolidated Tangible Net Worth $
-------------
8. Consolidations, Mergers and Sales of Assets. (Section 5.12.)
The Borrower will not, nor will it permit any Subsidiary to,
consolidate or merge with or into, or sell, lease or otherwise transfer
all or any substantial part of its assets to, any other Person, or
discontinue or eliminate any business line or segment, provided that
(a) the Borrower may merge with another Person if (i) such Person was
organized under the laws of the United States of America or one of its
states, (ii) the Borrower is the corporation surviving such merger and
(iii) immediately after giving effect to such merger, no Default shall
have occurred and be continuing, (b) Subsidiaries of the Borrower may
merge with one another, and (c) the foregoing limitation on the sale,
lease or other transfer of assets and on the discontinuation or
elimination of a business line or segment shall not prohibit, during
any Fiscal Year, a transfer of assets or the discontinuance or
elimination of a business line or segment (in a single transaction or
in a series of related transactions) unless the aggregate assets to be
so transferred or utilized in a business line or segment to be so
discontinued, when combined with all other assets transferred, and all
other assets utilized in all other business lines or segments
discontinued, during such Fiscal Year constituted more than 10% of
Consolidated Tangible Net Worth.
Value of assets transferred or business
lines or segments discontinued $
-------------
Limitation (not more than 10% of
Consolidated Tangible Net Worth--see
Schedule - 1) $
-------------
Excess over limitation $
-------------
52
15
COMPLIANCE CHECK LIST
SPRINGS INDUSTRIES, INC.
Schedule - 1
Consolidated Tangible Net Worth
Stockholders' Equity $
-------------
Less:
Surplus from write-up of assets subsequent
to January 1, 1994 $
-------------
Intangibles $
-------------
Loans to stockholders, directors
officers or employees $
-------------
Capital Stock shown as assets $
-------------
Deferred expenses 1 $
-------------
Consolidated Tangible Net Worth $
=============
Intangibles Description
- -----------------------
(a) $
----------------------------------- -------------
(b) $
----------------------------------- -------------
(c) $
----------------------------------- -------------
Other $
-------------
Total $
=============
- -------------
(1) To the extent not included as an intangible.
53
16
COMPLIANCE CHECK LIST
SPRINGS INDUSTRIES, INC.
Schedule - 2
EBITDA
Consolidated Net Income for:
quarter - $
---- ---- --- --------------
quarter - $
---- ---- --- --------------
quarter - $
---- ---- --- --------------
quarter - $
---- ---- --- --------------
Total $
--------------
Income taxes for:
quarter - $
---- ---- --- --------------
quarter - $
---- ---- --- --------------
quarter - $
---- ---- --- --------------
quarter - $
---- ---- --- --------------
Total $
--------------
Consolidated Interest Expense for:
quarter - $
---- ---- --- --------------
quarter - $
---- ---- --- --------------
quarter - $
---- ---- --- --------------
quarter - $
---- ---- --- --------------
Total $
--------------
Depreciation for:
quarter - $
---- ---- --- --------------
quarter - $
---- ---- --- --------------
quarter - $
---- ---- --- --------------
quarter - $
---- ---- --- --------------
Total $
--------------
Amortization for:
quarter - $
---- ---- --- --------------
quarter - $
---- ---- --- --------------
quarter - $
---- ---- --- --------------
quarter - $
---- ---- --- --------------
Total $
------ --------------
Other non-cash charges for:
quarter - $
---- ---- --- --------------
quarter - $
---- ---- --- --------------
quarter - $
---- ---- --- --------------
quarter - $
---- ---- --- --------------
Total $
------ --------------
Total EBITDA $
--------------
54
17
COMPLIANCE CHECK LIST
SPRINGS INDUSTRIES, INC.
Schedule - 3
Consolidated Debt
- -----------------
INTEREST
RATE MATURITY TOTAL
-------- -------- -----
Secured
- -------
$
- ----------------------------------- -------- -------- --------------
$
- ----------------------------------- -------- -------- --------------
$
- ----------------------------------- -------- -------- --------------
$
- ----------------------------------- -------- -------- --------------
Total Secured $
--------------
Unsecured
- ---------
$
- ----------------------------------- -------- -------- --------------
$
- ----------------------------------- -------- -------- --------------
$
- ----------------------------------- -------- -------- --------------
$
- ----------------------------------- -------- -------- --------------
Total Unsecured $
--------------
Guarantees
- ----------
$
- ----------------------------------- -------- -------- --------------
$
- ----------------------------------- -------- -------- --------------
Total $
--------------
Redeemable Preferred Stock $
--------------
Total $
--------------
Other Debt
$
- ----------------------------------------------------------- --------------
$
- ----------------------------------------------------------- --------------
$
- ----------------------------------------------------------- --------------
Total Consolidated Debt $
==============
55
18
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated
as of the 20th day of March, 1997 among SPRINGS INDUSTRIES, INC. (the
"Borrower"), WACHOVIA BANK OF GEORGIA, N.A., as Agent (the "Agent") and WACHOVIA
BANK OF NORTH CAROLINA, N.A., SUNTRUST BANK, ATLANTA, and NATIONSBANK, N.A.
(CAROLINAS) (collectively, the "Banks");
W I T N E S S E T H:
WHEREAS, the Borrower, the Agent and the Banks are parties to that
certain Credit Agreement, dated as of the 31st day of March, 1995, as amended by
that certain First Amendment to Credit Agreement dated as of January 18, 1996,
that certain Second Amendment to Credit Agreement dated as of February 13, 1996,
and that certain Third Amendment to Credit Agreement dated as of December 31,
1996 (as so amended, the "Credit Agreement");
WHEREAS, the Borrower has requested and the Agent and the Banks have
agreed to the waiver of certain defaults under and certain amendments to the
Credit Agreement, subject to the terms and conditions hereof;
NOW, THEREFORE, for and in consideration of the above premises and
other good and valuable consideration, the receipt and sufficiency of which
hereby is acknowledged by the parties hereto, the Borrower, the Agent and the
Banks hereby covenant and agree as follows:
1. Definitions. Unless otherwise specifically defined herein, each term
used herein which is defined in the Credit Agreement shall have the meaning
assigned to such term in the Credit Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Credit Agreement shall from and after the date hereof refer to the Credit
Agreement as amended hereby.
2. Waiver. The Borrower represents and warrants to the Agent and the
Banks that the Borrower has entered into agreements with the South Carolina
Counties of Chester, York, Lancaster and Spartanburg (each a "SC County,"
collectively, the "SC Counties") for the purpose of obtaining a
fee-in-lieu-of-tax characterization with respect to such transaction whereby
(the following transactions are referred to herein as the "Bond
Transaction(s)"): (i) the Borrower has sold or will sell certain real and
personal property (the "Property") located in each of the SC Counties to the
respective SC County in which such Property is located; (ii) the Borrower has
leased-back or will lease-back the Property from each respective SC County;
(iii) each of the SC Counties has assigned or will assign such lease (the
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"Lease(s)") to certain trustees (the "Trustee(s)"); (iv) each of the Trustees
has sold or will sell a bond (the "Bond(s)") issued by the respective SC County
to the Borrower, the payment of which is secured by the Property in such SC
County and the respective Lease, and the Bond proceeds are loaned to the
Borrower in return for the Borrower's issuance of a promissory note therefor;
(v) each Bond and the collateral security therefor shall be freely assignable,
provided, however, the Borrower shall not encumber, transfer or otherwise
dispose of the Bond or any collateral security therefor and shall remain the
sole holder thereof; (vi) each Bond Transaction shall be entered into, performed
and terminated (including, without limitation, all payments of any loans, rent,
and purchase price by Borrower, any County or any Trustee at the consummation of
any Bond Transaction, during the performance of any Bond Transaction, and at the
termination of any Bond Transaction) in accordance with its terms and without
(x) the transfer of or obligation to transfer any funds between the parties to
the Bond Transactions except for mutual offsetting book entries and fees paid or
to be paid to any SC County in lieu of taxes, or (y) any effect under GAAP (as
currently in effect) on the Borrower's financial statements; (vii) at any time
the Borrower may terminate any Lease and title to the respective Property
subject to such Lease shall be automatically transferred back to the Borrower;
and (viii) at the end of the term of any lease and upon payment of the
respective Bond in full, title to the respective Property subject to such lease
shall be automatically transferred back to the Borrower. In reliance upon the
foregoing, the Agent and the Banks hereby waive any Default or Event of Default
under Sections 5.08 and 5.12 of the Credit Agreement arising from any Bond
Transaction entered into prior to the date of this Amendment; provided, however,
no such waiver set forth in this paragraph 2 shall constitute a waiver of any
other Default or Event of Default under the Financing Agreement.
3. Amendments. (a) A new definition "Permitted Sale-Lease Back/Bond
Transaction" is hereby added to Section 1.01 of the Credit Agreement as follows
in alphabetical order:
"Permitted Sale-Lease Back/Bond Transaction" shall mean a
transaction entered into by the Borrower with any of the South Carolina
Counties of Chester, York, Lancaster and Spartanburg (each an "SC
County", collectively, the "SC Counties") for the purpose of obtaining
a fee-in-lieu-of-tax characterization with respect to such transaction,
whereby (the following transactions are referred to in this definition
as the "Bond Transaction(s)"): (i) the Borrower has sold or will sell
certain real and personal property (the "Property") located in each of
the SC Counties to the respective SC County in which such Property is
located; (ii) the Borrower has leased-back or will lease-back the
Property from each respective SC County; (iii) each of the SC counties
has assigned or will assign such lease (the "Lease(s)") to certain
trustees (the "Trustee(s)"); (iv) each of the Trustees has sold or will
sell a bond (the "Bond(s)") issued by the respective SC County to the
Borrower, the payment of which is secured by the Property in such SC
County and the respective Lease, and the Bond proceeds are
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loaned to the Borrower in return for the Borrower's issuance of a
promissory note therefor; (v) each Bond and the collateral security
therefor shall be freely assignable, provided, however, the Borrower
shall not enter, transfer or otherwise dispose of the Bond or any
collateral security therefor and shall remain the sole holder thereof;
(vi) each Bond Transaction shall be entered into, performed and
terminated (including, without limitation, all payments of any loans,
rent, and purchase price by Borrower, any County or any Trustee at the
consummation of any Bond Transaction, during the performance of any
Bond Transaction, and at the termination of any Bond Transaction) in
accordance with its terms and without (x) the transfer of or obligation
to transfer any funds between the parties to the Bond Transactions
except for mutual offsetting book entries and fees paid or to be paid
to any SC County in lieu of taxes, or (y) any effect under GAAP (as
currently in effect) on the Borrower's financial statements; (vii) at
any time the Borrower may terminate any Lease and title to the
respective Property subject to such Lease shall be automatically
transferred back to the Borrower; and (viii) at the end of the term of
any Lease and upon payment of the respective Bond in full, title to the
respective Property subject to such Lease shall be automatically
transferred back to the Borrower.
(b) The word "and" located after the semicolon in Section 5.01(h) is
hereby deleted and Section 5.01(i) is hereby deleted and substituted in lieu
thereof is the following:
(i) thirty (30) days prior to the consummation thereof a
written summary of the terms and conditions of any Permitted Sale-Lease
Back/Bond Transaction, and promptly thereafter, copies of any documents
to be executed in connection therewith reasonably requested by the
Agent and the Banks; and
(j) from time to time such additional information regarding
the financial position or business of the Borrower and its Subsidiaries
as the Agent, at the request of any Bank, may reasonably request.
(c) Section 5.08 is hereby deleted and substituted in lieu thereof is
the following:
SECTION 5.08. Investment. Except for the existing Investments
listed on Schedule 5.08, neither the Borrower nor any of its
Subsidiaries shall make Investments in any Person except as permitted
by Section 5.07 and except (A) Investments in (i) direct obligations of
the United States Government maturing within one year, (ii)
certificates of deposit issued by a commercial bank whose credit is
satisfactory to the Agent, (iii) commercial paper rated Al or the
equivalent thereof by Standard & Poor's Corporation or P1 or the
equivalent thereof by Moody's Investors Service, Inc. and in either
case maturing within 6 months after the date of acquisition, (iv)
tender bonds the payment of the principal of and interest on which is
fully
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supported by a letter of credit issued by a United States bank whose
long-term certificates of deposit are rated at least AA or the
equivalent thereof by Standard & Poor's Corporation and Aa or the
equivalent thereof by Moody's Investors Service, Inc. and/or (v) other
short term Investments in accordance with company policy of the
Borrower in effect as of the date of this Agreement, a written copy of
which has been provided to the Banks, which policy may not be changed
without the Required Banks' prior written consent, (B) Investments by
the Borrower in a Guarantor or by any Guarantor in another Guarantor,
(C) Investments by the Borrower in Foreign Subsidiaries not exceeding
at any time an amount which, together with loans and advances to
Foreign Subsidiaries permitted by clause (v) of Section 5.07, is equal
to 15% of Consolidated Tangible Net Worth at such time; (D) other
Investments not exceeding at any time an amount which, together with
the aggregate amounts of loans and advances permitted by clause (vi) of
Section 5.07, is equal to l0% of consolidated Tangible Net Worth at
such time, and (E) investments in the bond issued pursuant to a
Permitted Sale-Lease Back/Bond Transaction.
(d) Section 5.12 is hereby deleted and substituted in lieu thereof is
the following:
SECTION 5.12. Consolidations, Mergers and Sales of Assets. The
Borrower will not, nor will it permit any subsidiary to, consolidate or
merge with or into, or sell, lease or otherwise transfer all or any
substantial part of its assets to, any other Person, or discontinue or
eliminate any business line or segment, provided that (a) the Borrower
may merge with another Person if (i) such Person was organized under
the laws of the United States of America or one of its states, (ii) the
Borrower is the corporation surviving such merger and (iii) immediately
after giving effect to such merger, no Default shall have occurred and
be continuing, (b) Subsidiaries of the Borrower may merge with one
another, and (c) the foregoing limitation on the sale, lease or other
transfer of assets and on the discontinuation or elimination of a
business line or segment shall not prohibit, during any Fiscal Year,
(A) a transfer of assets or the discontinuance or elimination of a
business line or segment (in a single transaction or in a series of
related transactions) unless the aggregate assets to be so transferred
or utilized in a business line or segment to be so discontinued, when
combined with all other assets transferred, and all other assets
utilized in all other business lines or segments discontinued, during
such Fiscal Year constituted more than 10% of Consolidated Tangible Net
Worth, or (B) a transfer of assets as a part of a Permitted Sale-Lease
Back/Bond Transaction.
(e) A New Section 5.23 is hereby added to the Credit Agreement as
follows:
SECTION 5.23 Ownership of Bonds. The Borrower shall be the
sole holder of each bond issued pursuant to a Permitted
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Sale-Lease Back/Bond Transaction and shall not encumber, transfer or
otherwise dispose of such bond without the prior written consent of all
Banks.
4. Effect of Amendment. Except as set forth expressly hereinabove, all
terms of the Credit Agreement and the other Loan Documents shall be and remain
in full force and effect, and shall constitute the legal, valid, binding and
enforceable obligations of the Borrower. The amendments contained herein shall
be deemed to have prospective application only, unless otherwise specifically
stated herein.
5. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which counterparts, taken together, shall constitute but one and the same
instrument.
6. Section References. 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 evidenced hereby.
7. No Default. To induce the Agent and the Banks to enter into this
Amendment and to continue to make advances pursuant to the Credit Agreement, the
Borrower hereby acknowledges and agrees that, as of the date hereof, and after
giving effect to the terms hereof, there exists (i) no Default or Event of
Default and (ii) no right of offset, defense, counterclaim, claim or objection
in favor of the Borrower arising out of or with respect to any of the Loans or
other obligations of the Borrower owed to the Banks under the Credit Agreement.
8. Further Assurances. The Borrower agrees to take such further actions
as the Agent shall reasonably request in connection herewith to evidence the
amendments herein contained to the Borrower.
9. Governing Law. This Amendment shall be governed by and construed and
interpreted in accordance with, the laws of the State of Georgia.
10. Conditions Precedent. This Amendment shall become effective only
upon (i) execution and delivery of this Amendment by each of the parties hereto,
(ii) execution and delivery of the Consent and Reaffirmation of Guarantors at
the end hereof by each of the Guarantors, and (iii) the delivery of a copy of
the Lease to the Agent and the Banks and the terms and conditions of the Lease
being satisfactory to the Agent and the Banks in all respects.
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IN WITNESS WHEREOF, the Borrower, the Agent and each of the Banks has
caused this Amendment to be duly executed, under seal, by its duly authorized
officer as of the day and year first above written.
SPRINGS INDUSTRIES, INC.,
as Borrower (SEAL)
By: /s/Samuel J. Ilardo
------------------------------
Title: Treasurer
WACHOVIA BANK OF GEORGIA, N.A.,
as Agent (SEAL)
By: /s/Barry K. Love
------------------------------
Title: Senior Vice President
WACHOVIA BANK OF NORTH CAROLINA, N.A.,
as a Bank (SEAL)
By: /s/Paul G. Grube
------------------------------
Title: Senior Vice President
SUNTRUST BANK, ATLANTA,
as a Bank (SEAL)
By: /s/Jeffrey D. Drucker
------------------------------
Title: Banking Officer
By: /s/R. B. King
------------------------------
Title: Vice President
NATIONSBANK, N.A.
as a Bank (SEAL)
By: /s/David H. Dinkins
------------------------------
Title: Vice President
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CONSENT AND REAFFIRMATION OF GUARANTORS
Each of the undersigned (i) acknowledges receipt of the foregoing
Amendment to Credit Agreement (the "Amendment"), (ii) consents to the execution
and delivery of the Amendment by the parties thereto and agrees to all of the
terms of the foregoing Amendment, and (iii) reaffirms all of its obligations and
covenants, respectively, as a Guarantor under the Guaranty dated as of March 31,
1995 executed and delivered by Springs Window Fashions Division, Inc., and under
the Guaranty dated as of May 27, 1995 executed and delivered by Dundee Mills,
Incorporated, and as a Contributing Party under the Contribution Agreement dated
as of March 31, 1995, and agrees that none of such obligations and covenants
shall be affected by the execution and delivery of the Amendment. This Consent
and Reaffirmation may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which counterparts, taken
together, shall constitute but one and the same instrument.
SPRINGS WINDOW FASHIONS DIVISION,
INC. (SEAL)
By: /s/Robert W. Sullivan
------------------------------
Title: Vice President
DUNDEE MILLS, INCORPORATED (SEAL)
By: /s/Robert W. Sullivan
------------------------------
Title: Vice President
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