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EXHIBIT 10.1
EXECUTION COPY
TWELFTH AMENDMENT TO FOURTH AMENDED
AND RESTATED CREDIT AGREEMENT
This Twelfth Amendment to Fourth Amended and Restated Credit
Agreement dated as of June 27, 1997 (this "Amendment"), is entered into among
JPS TEXTILE GROUP, INC., a Delaware corporation (the "Company"), JPS
ELASTOMERICS CORP., a Delaware corporation ("JEC"), and JPS CONVERTER AND
INDUSTRIAL CORP., a Delaware corporation ("JCIC" and, together with JEC, the
"Borrowing Subsidiaries"), JPS AUTO INC., a Delaware corporation ("JPS Auto"),
JPS CARPET CORP., a Delaware corporation ("JCC"), INTERNATIONAL FABRICS, INC.,
a Delaware corporation ("International Fabrics"), the FINANCIAL INSTITUTIONS
LISTED ON THE SIGNATURE PAGES HEREOF (collectively referred to herein, together
with their respective successors and assigns, as the "Senior Lenders" and
individually as a "Senior Lender"), CITIBANK, N.A., in its separate capacity as
agent for the Senior Lenders hereunder (in such capacity, the "Agent"), and
GENERAL ELECTRIC CAPITAL CORPORATION, in its Separate capacity as co- and
collateral agent for the Senior Lenders (in such capacity, the "Collateral
Agent"), and amends the Fourth Amended and Restated Credit Agreement dated as
of June 24, 1994, as amended by the First Amendment to Fourth Amended and
Restated Credit Agreement dated as of November 4, 1994, the Second Amendment to
Fourth Amended and Restated Credit Agreement dated as of December 21, 1994, the
Third Amendment to Fourth Amended and Restated Credit Agreement dated as of May
31, 1995, the Fourth Amendment to Fourth Amended and Restated Credit Agreement
dated as of October 28, 1995, the Fifth Amendment to Fourth Amended and
Restated Credit Agreement dated as of May 6, 1996, the Sixth Amendment to
Fourth Amended and Restated Credit Agreement dated as of May 15, 1996, the
Seventh Amendment to Fourth Amended and Restated Credit Agreement dated as of
July 22, 1996, the Eighth Amendment to Fourth Amended and Restated Credit
Agreement dated as of September 6, 1996, the Ninth Amendment to Fourth Amended
and Restated Credit Agreement dated as of February 21, 1997, the Tenth
Amendment to Fourth Amended and Restated Credit Agreement dated as of April 29,
1997 and the Eleventh Amendment to Fourth Amended and Restated Credit Agreement
dated as of May 15, 1997 (as so amended, the "Credit Agreement"), entered into
among the Company, the Borrowing Subsidiaries, the Senior Lenders, the Agent
and the Collateral Agent. Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Company and the Borrowing Subsidiaries have
requested the Agent, the Collateral Agent and the Senior Lenders to amend the
definition of "Revolving Credit Termination
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Date" to extend the Revolving Credit Termination Date (in the absence of a
commencement of the Case or a termination of the Commitments pursuant to
Sections 9.02(a) or 11.13 of the Credit Agreement) from July 16, 1997 to August
8, 1997;
NOW, THEREFORE, in consideration of the above premises, the
Company, the Borrowing Subsidiaries, the other Subsidiaries of the Company
party hereto, the Senior Lenders party hereto, the Agent and the Collateral
Agent agree as follows:
SECTION 1. Amendment to the Credit agreement. The Credit
Agreement is, effective as determined pursuant to Section 3 hereof, hereby
amended as follows:
1.01 Section 1.01 of the Credit Agreement is amended by deleting
the definition of "Revolving Credit Termination Date" in its entirety and
substituting the following definition therefor:
"Revolving Credit Termination Date" shall mean the earlier
of (i) August 8, 1997 and (ii) the date of termination of the
Commitments pursuant to Section 9.02(a) or Section 11.13; provided,
however, that in the event the Company commences the Case, the
"Revolving Credit Termination Date" shall mean the earliest to occur
of (x) November 1, 1997, (y) the Effective Date of Reorganization and
(z) the date of termination of the Commitments pursuant to Section
9.02(a) or Section 11.13.
1.02 Section 8.06 of the Credit Agreement is amended by deleting
the proviso to such section added pursuant to the Tenth Amendment to Fourth
Amended and Restated Credit Agreement dated as of April 29, 1997 and replacing
it with the following:
; and Provided, further, that Capital Expenditures made or incurred by
the Company and its Subsidiaries on a consolidated basis for the
period beginning on the first day of Fiscal Year 1997 through August
8, 1997 shall not exceed $12,000,000
SECTION 2. Conditions Precedent to the Effectiveness of this
Amendment. This Amendment shall become effective as of the date hereof on the
date (the "Twelfth Amendment Effective Date") when following conditions
precedent have been satisfied:
2.01 The Agent shall have received this Amendment (executed by
the Company, the Borrowing Subsidiaries, the Senior Lenders, the Agent and the
Collateral Agent), and such other notices, documents and agreements as are
reasonably requested by the Agent or any of the Senior Lenders relating to the
transactions contemplated by this Amendment.
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2.02 Each of the representations and warranties made by the
Company or any of the Borrowing Subsidiaries in or pursuant to the Credit
Agreement, as amended by this Amendment, this Amendment, the Collateral
Documents and the other Loan Documents to which the Company or any of the
Borrowing Subsidiaries is a party or by which the Company or any of the
Borrowing Subsidiaries is bound, shall be true and correct in all material
respects on and as of the Twelfth Amendment Effective Date (except for (i) any
such representations and warranties which expressly speak only as of a
different date, (ii) changes permitted or contemplated by the Credit Agreement
and (iii) those representations and warranties applicable to the Company
contained in clauses (e), (k), (l) and (o) of Section 4.01 of the Credit
Agreement solely as a result of the Company's inability to make any payments
under the Subordinated Indebtedness when due).
2.03 No Event of Default or Potential Event of Default shall
have occurred and be continuing on the Twelfth Amendment Effective Date (other
than an Extension Event of Default).
2.04 The Borrowing Subsidiaries shall have paid any fees due and
payable to the Agent, the Collateral Agent and/or the Senior Lenders on or
prior to the Twelfth Amendment Effective Date.
SECTION 3. Representation and Warranties. Each Loan Party hereby
represents and warrants to the Senior Lenders that (a) as of the date hereof no
Event of Default or Potential Event of Default (other than an Extension Event
of Default) shall have occurred and be continuing and (b) all of the
representations and warranties of the Loan Parties contained in subsections
4.01(a) through (dd) of the Credit Agreement and in any other Loan Document
continue to be true and correct as of the date of execution hereof in all
material respects, as though made on and as of such date (except for (i) any
such representations and warranties which expressly speak only as of a
different date, (ii) changes permitted or contemplated by The Credit Agreement
and (iii) those representations and warranties referred to in clause (iii) of
Section 2.02 hereof).
SECTION 4. Reference to and Effect on the Loan Documents.
4.01 Upon the effectiveness of this Amendment, on and after the
date hereof, each reference in the Credit Agreement to "this Agreement"
"hereunder", "hereof", "herein" or words of like import, and each reference in
the other Loan Documents to the Credit Agreement, shall mean and be a reference
to the Credit Agreement as amended hereby.
4.02 Except as specifically amended above, all of the terms of
the Credit Agreement and all other Loan Documents shall remain unchanged and in
full force and effect.
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4.03 The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any Senior Lender, the Agent or the Collateral Agent
under the Credit Agreement or any of the Loan Documents, nor constitute a
waiver of any provision of the Credit Agreement or any of the Loan Documents.
SECTION 5. Releases. In further consideration of the Senior
Lenders' execution of this Amendment, each of the Company, the Borrowing
Subsidiaries and each of the other Subsidiaries of the Company party hereto
hereby releases the Agent, the Collateral Agent and the Senior Lenders and
their respective affiliates, officers, employees, directors, agents and
attorneys (collectively, the "Releasees") from any and all claims, demands,
liabilities, responsibilities, disputes, causes of action (whether at law or
equity) and obligations of every nature whatsoever, whether liquidated or
unliquidated, known or unknown, matured or unmatured, fixed or contingent, that
the Company or any of the Borrowing Subsidiaries may have against the Releasees
which arise from or relate to any actions or inactions that the Releasees may
have taken prior to the date hereof with respect to the Obligations, any
Collateral, the Credit Agreement, any Loan Document and any third parties
liable in whole or in part for the Obligations. For purposes of the release
contained in this section, the terms "Company," and "Borrowing Subsidiary"
shall mean and include the Company's and each Borrowing Subsidiary's
respective successors and assigns, including, without limitation, any trustees
acting on behalf of such parties.
SECTION 6. Costs and Expenses. Each Borrowing Subsidiary agrees
to pay on demand in accordance with the terms of Section 11.03 of the Credit
Agreement all costs and expenses of the Agent and the Collateral Agent in
connection with the preparation, reproduction, execution and delivery of this
Amendment, including the reasonable fees and out-of-pocket expenses of Sidley &
Austin, counsel for the Agent with respect thereto.
SECTION 7. Execution in Counterparts. This Amendment may be
executed and delivered 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 taken together shall
constitute one and the same original agreement.
SECTION 8. Consent. By its signature below, each of JPS Auto,
JCC and International Fabrics consents to this Amendment in its capacity as a
guarantor under the JPS Auto Guaranty, the Carpet Guaranty and the
International Fabrics Guaranty, respectively, and each hereby affirms its
obligations under such guaranties and under each of the other Loan Documents to
which it is a party.
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SECTION 9. Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York
SECTION 10. Headings. Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose.
IN WITNESS WHEREOF, this Amendment has been duly executed on the
date set forth above forth above.
JPS TEXTILE GROUP, INC.
By:/s/ David H. Taylor
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Title: Vice President
JPS ELASTROMERICS CORP.
By:/s/ David H. Taylor
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Title: Vice President
JPS CONVERTER AND INDUSTRIAL CORP.
By:/s/ David H. Taylor
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Title: Vice President
JPS AUTO INC.
By:/s/ David H. Taylor
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Title: Vice President
JPS CARPET CORP.
By:/s/ David H. Taylor
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Title: Vice President
INTERNATIONAL FABRICS, INC.
By:/s/ David H. Taylor
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Title: Vice President
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Senior Lenders:
CITIBANK, N.A., as Agent and as a
Senior Lender
By:/s/ Brenda J. Cotsen
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Atrorney-in-Fact
GENERAL ELECTRIC CAPITAL
CORPORATION, as Collateral Agent
and as a Senior Lender
By:/s/ Rick Luck
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Vice President, being duly
authorized
HELLER FINANCIAL, INC.
By:/s/Frank J. Ross
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Title: Vice President
THE BANK OF NEW YORK COMMERCIAL
CORPORATION
By:/s/ Frank Imperato
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Title: Vice President
NATIONSBANK OF GEORGIA, N.A.
By:/s/ Donald Sapp
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Title: Vice President
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