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EXHIBIT 10(a)
AMENDMENT NO. 4 TO CREDIT AGREEMENT
AND
WAIVER EXTENSION AGREEMENT
THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT AND WAIVER EXTENSION AGREEMENT
(this "Agreement") dated as of June 18, 1999, by and among DYERSBURG
CORPORATION, a Tennessee corporation ("Parent"), DYERSBURG FABRICS LIMITED
PARTNERSHIP, I, a Tennessee limited partnership ("DFLP"), UNITED KNITTING
LIMITED PARTNERSHIP, I, a Tennessee limited partnership ("UKLP"), IQUE LIMITED
PARTNERSHIP, I, a Tennessee limited partnership ("IQLP"), and ALAMAC KNIT
FABRICS, INC., a Delaware corporation ("Alamac"; Parent, DFLP, UKLP, IQLP and
Alamac referred to collectively herein as the "Borrowers"), the banks and other
financial institutions listed on the signature pages hereof (such banks and
other financial institutions referred to collectively herein as the "Lenders"),
SUNTRUST BANK, ATLANTA, in its capacity as agent for the Lenders (the "Agent"),
and SUNTRUST BANK, ATLANTA, in its capacity as collateral agent for the Agent
and the Lenders (the "Collateral Agent").
WITNESSETH:
WHEREAS, the Borrowers, the Lenders, the Agent and the Collateral Agent
are parties to a certain Credit Agreement dated as of August 27, 1997, as
amended by Amendment No. 1 to Credit Agreement dated as of September 26, 1997,
as amended by Amendment No. 2 to Credit Agreement dated as of July 23, 1998, and
as amended by Amendment No. 3 to Credit Agreement and Waiver dated as of April
19, 1999 (as so amended, the "Credit Agreement"; defined terms used herein
without definition shall have the meanings ascribed to such terms in the Credit
Agreement);
WHEREAS, pursuant to the terms of the Amendment No. 3 to Credit
Agreement and Waiver referred to above, Lenders constituting the Required
Lenders under the Credit Agreement agreed to waive compliance with certain
financial covenants for the Parent's Fiscal Quarter ending April 3, 1999, for a
period through July 3, 1999; and
WHEREAS, the Borrowers have requested that the foregoing waiver also be
effective with respect to such financial covenants for the Parent's Fiscal
Quarter ending July 3, 1999, and be extended through August 13, 1999, and that
certain requirements in respect of the appraisal of their assets be modified;
NOW, THEREFORE, for and in consideration of the mutual covenants
contained herein and other valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:
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SECTION 1. AMENDMENT TO SECTION 7.14 ("APPRAISAL OF ASSETS"). Section
7.14 of the Credit Agreement is hereby amended by deleting Section 7.14 in its
entirety and substituting in lieu thereof the following Section 7.14:
SECTION 7.14 Appraisal and Audit of Assets. Not later than May
19, 1999, the Borrowers shall have engaged an appraisal firm or firms,
acceptable in each case to the Agent, to conduct an appraisal of the
property, plant and equipment of the Borrowers and their respective
Subsidiaries, and shall thereafter cooperate with the Agent and its
designee(s) in an audit of the inventory of the Borrowers and their
respective Subsidiaries.
SECTION 2. EXTENSION OF WAIVER. Subject to the satisfaction of the
conditions precedent set forth in Section 3 hereof, and effective as of the
Effective Date, the Required Lenders hereby agree to waive, for the period from
April 3, 1999 through August 13, 1999, any Default or Event of Default existing
or occurring under the Credit Agreement by reason of the Consolidated Companies'
failure to maintain, as of the last day of the Fiscal Quarters of Parent ending
April 3, 1999 and July 3, 1999, respectively, the minimum Fixed Charge Coverage
Ratio as required by Section 7.09(a) of the Credit Agreement, the minimum
Interest Coverage Ratio as required by Section 7.09(b) of the Credit Agreement,
and the maximum Adjusted Funded Debt Coverage Ratio as required by Section
7.09(c) of the Credit Agreement; provided, however, that the foregoing waiver
shall be limited in all respects solely to such period of time, and the
requirements to maintain the minimum Fixed Charge Coverage Ratio, the minimum
Interest Coverage Ratio, and maximum Adjusted Funded Debt Coverage Ratio as set
forth in Section 7.09(a), (b) and (c), shall be and remain in full force and
effect upon the expiration of the foregoing waiver.
SECTION 3. CONDITIONS OF EFFECTIVENESS. This Agreement shall become
effective as of the date first above written (the "Effective Date") when this
Agreement shall have been executed and delivered by the Borrowers, Lenders
constituting the Required Lenders as provided in the Credit Agreement, the Agent
and the Collateral Agent.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE BORROWERS. Each of the
Borrowers, without limiting the representations and warranties provided in the
Credit Agreement, represents and warrants to the Lenders and the Agents as
follows:
4.1 The execution, delivery and performance by the Borrowers of this
Agreement are within the Borrowers' organizational powers, have been duly
authorized by all necessary organizational action (including any necessary
shareholder or partner action) and do not and will not (a) violate any provision
of any law, rule or regulation, any judgment, order or ruling of any court or
governmental agency, the organizational documents of any Borrower or any
indenture, agreement or other instrument to which any Borrower is a party or by
which any Borrower or any of its properties is bound or (b) be in conflict with,
result in a breach of, or constitute with notice or lapse of time or both a
default under any such indenture, agreement or other instrument.
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4.2 This Agreement constitutes the legal, valid and binding obligation
of the Borrowers, enforceable against the Borrowers in accordance with its
terms.
4.3 No Default or Event of Default has occurred and is continuing as of
the Effective Date.
SECTION 5. SURVIVAL. Each of the foregoing representations and
warranties and each of the representations and warranties made in the Credit
Agreement shall be made at and as of the Effective Date. Each of the foregoing
representations and warranties shall constitute a representation and warranty of
the Borrowers under the Credit Agreement, and it shall be an Event of Default if
any such representation and warranty shall prove to have been incorrect or false
in any material respect at the time when made. Each of the representations and
warranties made under the Credit Agreement (including those made herein) shall
survive and not be waived by the execution and delivery of this Agreement or any
investigation by the Lenders or the Agent or the Collateral Agent.
SECTION 6. NO WAIVER, ETC. The Borrowers hereby agree that, except as
otherwise expressly provided in Section 2 hereof, nothing herein shall
constitute a waiver by the Lenders of any Default or Event of Default, whether
known or unknown, which may exist under the Credit Agreement. The Borrowers
hereby further agree that no action, inaction or agreement by the Lenders,
including without limitation, any indulgence, waiver, consent or agreement
altering the provisions of the Credit Agreement which may have occurred with
respect to the non-payment of any obligation under the terms of the Credit
Agreement or any portion thereof, or any other matter relating to the Credit
Agreement, shall require or imply any future indulgence, waiver, or agreement by
the Lenders. In addition, the Borrowers acknowledge and agree that they have no
knowledge of any defenses, counterclaims, offsets or objections against any
Lender with regard to any of the obligations due under the terms of the Credit
Agreement as of the date of this Agreement.
SECTION 7. AFFIRMATION OF COVENANTS. The Borrowers hereby affirm and
restate as of the date hereof all covenants set forth in the Credit Agreement,
as expressly waived hereby, and such covenants are incorporated by reference
herein as if set forth herein directly.
SECTION 8. RATIFICATION OF CREDIT AGREEMENT. Except as expressly
amended and waived herein, all terms, covenants and conditions of the Credit
Agreement and the other Credit Documents shall remain in full force and effect,
and the parties hereto do expressly ratify and confirm the Credit Agreement as
amended herein.
SECTION 9. BINDING NATURE. This Agreement shall be binding upon and
inure to the benefit of the parties hereto, their respective successors,
successors-in-titles, and permitted assigns.
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SECTION 10. COSTS AND EXPENSES. The Borrowers agree to pay on demand
all reasonable costs and expenses of the Agent and the Collateral Agent in
connection with the preparation, execution and delivery of this Agreement and
the other instruments and documents to be delivered hereunder, including,
without limitation, the reasonable fees and out-of-pocket expenses of counsel
for the Agent and the Collateral Agent with respect thereto and with respect to
advising the Agent and the Collateral Agent as to its rights and
responsibilities hereunder and thereunder.
SECTION 11. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Georgia.
SECTION 12. ENTIRE UNDERSTANDING. This Agreement sets forth the entire
understanding of the parties with respect to the matters set forth herein, and
shall supersede any prior negotiations or agreements, whether written or oral,
with respect thereto.
SECTION 13. COUNTERPARTS. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts and may
be delivered by telecopier. Each counterpart so executed and delivered shall be
deemed an original and all of which taken together shall constitute but one and
the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
through their authorized officers as of the date first above written.
DYERSBURG CORPORATION
By:/s/ William S. Shropshire, Jr.
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William S. Shropshire, Jr.
Executive Vice President and
Chief Financial Officer
DYERSBURG FABRICS LIMITED
PARTNERSHIP, I, A TENNESSEE LIMITED
PARTNERSHIP
By: Dyersburg Fabrics Inc., its sole general partner
By: /s/ William S. Shropshire, Jr.
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William S. Shropshire, Jr.
Executive Vice President and
Chief Financial Officer
UNITED KNITTING LIMITED
PARTNERSHIP, I, A TENNESSEE LIMITED
PARTNERSHIP
By: United Knitting, Inc., its sole general partner
By: /s/ William S. Shropshire, Jr.
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William S. Shropshire, Jr.
Secretary and Treasurer
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IQUE LIMITED PARTNERSHIP, I, A
TENNESSEE LIMITED PARTNERSHIP
By: IQUE, Inc., its sole general partner
By: /s/ William S. Shropshire, Jr.
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William S. Shropshire, Jr.
Executive Vice President and Chief
Financial Officer
ALAMAC KNIT FABRICS, INC.
By: /s/ William S. Shropshire, Jr.
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William S. Shropshire, Jr.
Vice President and Secretary
SUNTRUST BANK, ATLANTA, INDIVIDUALLY
AND AS AGENT AND COLLATERAL AGENT
By: /s/ Laura Kahn
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Name: Laura Kahn
Title: Director, Senior Relationship Manager
By: N/A
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Name:
Title:
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FIRST UNION NATIONAL BANK
By: /s/ Roger Pelz
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Name: Roger Pelz
Title: Senior Vice President
WACHOVIA BANK, N.A.
By: /s/ Timothy R. Hileman
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Name: Timothy R. Hileman
Title: Senior Vice President
CENTURA BANK
By:
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Name:
Title:
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEEN BANK B.A.,
"RABOBANK NEDERLAND", NEW YORK
BRANCH
By: /s/ Kevin T. King
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Name: Kevin T. King
Title: Vice President
By: /s/ Ellen M. Tackling
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Name: Ellen M. Tackling
Title: Vice President
NATIONAL CITY BANK OF KENTUCKY
By: /s/ Kevin L. Anderson
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Name: Kevin L. Anderson
Title: Vice President
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NATIONSBANK, N.A.
By: /s/ E. Phifer Helms
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Name: E. Phifer Helms
Title: Senior Vice President
THE FUJI BANK, LIMITED, NEW YORK
BRANCH
By:
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Name:
Title:
THE BANK OF TOKYO-MITSUBISHI, LTD.
By: /s/ R. Glass
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Name: R. Glass
Title: Vice President
THE CHASE MANHATTAN BANK
By: /s/ Thomas H. Bell
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Name: Thomas H. Bell
Title: Vice President
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