EXHIBIT 10.17
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
of December 16, 1999 is by and among ADVANCED GLASSFIBER YARNS LLC, a Delaware
limited liability company (the "Borrower"), those Domestic Subsidiaries of the
Borrower party hereto (collectively the "Guarantors"), the several banks and
other financial institutions party hereto (the "Lenders") and FIRST UNION
NATIONAL BANK, a national banking association, as agent for the Lenders (the
"Agent").
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement dated as of September 30,
1998 among the Borrower, the Guarantors, the Lenders party thereto and the
Agent, as amended by that certain Syndication Amendment and Assignment dated as
of November 30, 1998 (the "Existing Credit Agreement"), the Lenders have
extended commitments to make certain credit facilities available to the
Borrower;
WHEREAS, the Borrower has agreed to a reduction in the Revolving
Committed Amount and to the repayment of any amounts outstanding in excess of
such amount as so reduced, and to a change in the amortization of the Tranche B
Term Loan, and the Lenders have agreed to revise the financial covenants
contained in the Existing Credit Agreement as described herein; and
WHEREAS, the parties hereto have agreed to further amend the Existing
Credit Agreement as set forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in consideration of the
agreements herein contained, the parties hereby agree as follows:
PART I
DEFINITIONS
SUBPART 1.1. Certain Definitions. Unless otherwise defined
herein or the context otherwise requires, the following terms used in
this Amendment, including its preamble and recitals, have the following
meanings:
"Amended Credit Agreement" means the Existing
Credit Agreement as amended hereby.
"Amendment Effective Date" is defined in Subpart 3.1.
SUBPART 1.2. Other Definitions. Unless otherwise defined
herein or the context otherwise requires, terms used in this Amendment,
including its preamble and recitals, have the meanings provided in the
Amended Credit Agreement.
PART II
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Amendment Effective
Date, the Existing Credit Agreement is hereby amended in accordance with this
Part II. Except as so amended, the Existing Credit Agreement shall continue in
full force and effect.
SUBPART 2.1. Amendments to Section 2.1(a). Section 2.1(a) of
the Existing Credit Agreement is hereby amended by deleting the words
"SEVENTY FIVE MILLION DOLLARS ($75,000,000)" and replacing them with
the words "SIXTY FIVE MILLION DOLLARS ($65,000,000)". In connection
with the foregoing amendment, each Lender's Revolving Committed Amount
is hereby amended as shown on Schedule I attached hereto.
SUBPART 2.2. Amortization of Tranche B Term Loan.
Notwithstanding the provisions of Section 2.2B(b) in the Existing
Credit Agreement to the contrary, the amortization of the Tranche B
Term Loan from December 31, 1999 forward shall be as follows:
Payment Date Amount
------------------ --------------
December 31, 1999 $15,262,026.75
March 31, 2000 $ 262,026.75
June 30, 2000 $ 262,026.75
September 30, 2000 $ 262,026.75
December 31, 2000 $ 262,026.75
March 31, 2001 $ 262,026.75
June 30, 2001 $ 262,026.75
September 30, 2001 $ 262,026.75
December 31, 2001 $ 262,026.75
March 31, 2002 $ 262,026.75
June 30, 2002 $ 262,026.75
September 30, 2002 $ 262,026.75
December 31, 2002 $ 262,026.75
March 31, 2003 $ 262,026.75
June 30, 2003 $ 262,026.75
September 30, 2003 $ 262,026.75
December 31, 2003 $ 262,026.75
March 31, 2004 $ 262,026.75
June 30, 2004 $ 262,026.75
2
September 30, 2004 $ 262,026.75
December 31, 2004 $24,630,514.85
March 31, 2005 $24,630,514.85
June 30, 2005 $24,630,514.85
September 30, 2005 $24,630,514.85
SUBPART 2.3. Amendment to Section 5.9(a). Section 5.9(a) of
the Existing Credit Agreement is hereby deleted in its entirety and
replaced with the following:
(a) Leverage Ratio. The Leverage Ratio as of the last
day of each fiscal quarter of the Credit Parties shall be less than
or equal to:
Fiscal Year March 31 June 30 September 30 December 31
----------- ----------- ----------- ------------ -----------
1999 5.50 to 1.0
2000 5.50 to 1.0 5.50 to 1.0 5.25 to 1.0 5.25 to 1.0
2001 5.00 to 1.0 5.00 to 1.0 4.75 to 1.0 4.75 to 1.0
2002 4.50 to 1.0 4.50 to 1.0 4.50 to 1.0 4.50 to 1.0
2003 4.00 to 1.0 4.00 to 1.0 4.00 to 1.0 4.00 to 1.0
2004 3.75 to 1.0 3.75 to 1.0 3.75 to 1.0 3.75 to 1.0
Thereafter 3.50
SUBPART 2.4. Amendments to Section 5.9(c). Section 5.9(c) of
the Existing Credit Agreement is hereby deleted in its entirety and
replaced with the following:
(c) Interest Coverage Ratio. The Interest Coverage Ratio
as of the last day of each fiscal quarter of the Credit Parties shall
be greater than or equal to:
Fiscal Year March 31 June 30 September 30 December 31
----------- ----------- ----------- ------------ -----------
1999 1.80 to 1.0
2000 1.80 to 1.0 1.90 to 1.0 2.00 to 1.0 2.00 to 1.0
2001 2.10 to 1.0 2.10 to 1.0 2.25 to 1.0 2.25 to 1.0
Thereafter 2.50 to 1.0
SUBPART 2.5. Amendments to Article VI. Section 6.6 of the
Existing Credit Agreement is hereby amended by dividing the two
paragraphs thereof into two separate sections. The first paragraph
shall constitute Section 6.6 and the second paragraph shall constitute
a new Section 6.7 which shall be titled "Transactions with Affiliates."
The remaining Sections of Article VI are hereby renumbered accordingly
to keep them in appropriate numerical order.
3
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1. Amendment Effective Date. This Amendment shall be
and become effective as of the date hereof (the "Amendment Effective
Date") when all of the conditions set forth in this Part III shall have
been satisfied, and thereafter this Amendment shall be known, and may
be referred to, as the "Second Amendment."
SUBPART 3.2. Execution of Counterparts of Amendment. The Agent
shall have received counterparts (or other evidence of execution,
including telephonic message, satisfactory to the Agent) of this
Amendment, which collectively shall have been duly executed on behalf
of each of the Borrower, the Guarantors, the Agent and the Lenders.
SUBPART 3.3 Payment of Amendment Fee. The Borrower shall have
paid a fee in connection with this Amendment in an amount equal to
0.25% multiplied by the aggregate Commitments (as reduced by this
Amendment) less fifteen million dollars (representing, in part, the
payment to be made on December 31, 1999) for the account of each Lender
pro rata according to such Lender's aggregate Commitment; provided,
however, that such fee shall be payable only to those Lenders that
shall have returned executed signature pages to this Amendment no later
than 4:00 p.m. on Thursday, December 16, 1999 as directed by the Agent.
SUBPART 3.4 Repayment of Amounts Outstanding. The Borrower
shall have paid the amount, if any, by which the sum of the aggregate
principal amount of outstanding Revolving Loans plus Swingline Loans
plus LOC Obligations exceeds the aggregate Revolving Committed Amount,
as reduced by this Amendment, for the account of each Lender according
to such Lender's Revolving Commitment Percentage.
PART IV
MISCELLANEOUS
SUBPART 4.1. Cross-References. References in this Amendment to
any Part or Subpart are, unless otherwise specified, to such Part or
Subpart of this Amendment.
SUBPART 4.2. Instrument Pursuant to Existing Credit Agreement.
This Amendment is a Credit Document executed pursuant to the Existing
Credit Agreement and shall (unless otherwise expressly indicated
therein) be construed,
4
administered and applied in accordance with the terms and
provisions of the Existing Credit Agreement.
SUBPART 4.3. References in Other Credit Documents. At such
time as this Amendment shall become effective pursuant to the terms of
Subpart 3.1, all references in the Existing Credit Agreement to the
"Agreement" and all references in the other Credit Documents to the
"Credit Agreement" shall be deemed to refer to the Existing Credit
Agreement as amended by this Amendment.
SUBPART 4.4. Representations and Warranties of the Borrower.
The Borrower hereby represents and warrants that (a) it has the
requisite power and authority to execute, deliver and perform this
Amendment, (b) it is duly authorized to, and has been authorized by all
necessary action, to execute, deliver and perform this Amendment, (c)
the representations and warranties contained in Article III of the
Existing Credit Agreement (as amended by this Amendment) are true and
correct in all material respects on and as of the date hereof as though
made on and as of such date and after giving effect to the amendments
contained herein (except for those which expressly relate to an earlier
date) and (d) no Default or Event of Default exists under the Existing
Credit Agreement on and as of the date hereof and after giving effect
to the amendments contained herein.
SUBPART 4.5. Counterparts. This Amendment may be executed by
the parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute together but
one and the same agreement.
SUBPART 4.6. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO
BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE
OF NORTH CAROLINA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW
PRINCIPLES THEREOF.
SUBPART 4.7. Successors and Assigns. This Amendment shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
SUBPART 4.8. Costs and Expenses. The Borrower agrees to pay
all reasonable costs and expenses of the Agent in connection with the
preparation, execution and delivery of this Amendment, including
without limitation the reasonable fees and expenses of Moore & Van
Allen, PLLC, and all previously incurred fees and expenses which remain
outstanding on the Amendment Effective Date.
[The remainder of this page has been left blank intentionally]
5
Each of the parties hereto has caused a counterpart of this Amendment
to be duly executed and delivered as of the date first above written.
BORROWER: ADVANCED GLASSFIBER YARNS LLC,
a Delaware limited liability company
By: /S/ C. Cuisson
--------------------
Name: C. Cuisson
Title: CFO
GUARANTORS: AGY CAPITAL CORP., a Delaware corporation
By: /S/ C. Cuisson
--------------------
Name: C. Cuisson
Title: CFO
[SIGNATURES CONTINUED]
AGENT AND LENDER: FIRST UNION NATIONAL BANK,
individually in its capacity as an
Existing Lender, a Lender and in its capacity
as Agent
By: /S/ Roger Pelz
-------------------
Name: Roger Pelz
Title: Senior Vice President
[SIGNATURES CONTINUED]
OTHER LENDERS: SUNTRUST BANK, ATLANTA
By: /S/ Bradley J. Staples
---------------------------
Name: Bradley J. Staples
Title: Director
By:
---------------------------
Name:
Title:
[SIGNATURES CONTINUED]
BANK OF AMERICA, N.A. (formerly known as
NationsBank, N.A.)
By: /S/ E. Bennett Parks
------------------------
Name: E. Bennett Parks
Title: Senior Vice President
[SIGNATURES CONTINUED]
ALLSTATE LIFE INSURANCE COMPANY
By: /S/ Patricia W. Wilson
----------------------------
Name: Patricia W. Wilson
By: /S/ Robert Bodett
--------------------------
Name: Bob Bodett
Its Authorized Signatories
[SIGNATURES CONTINUED]
THE CIT GROUP/EQUIPMENT
FINANCING, INC.
By: /S/ Daniel E. A. Nichols
-----------------------------
Name: Daniel E. A. Nichols
Title: Assistant Vice President
[SIGNATURES CONTINUED]
ABN AMRO BANK N.V.
By: /S/ G. Mark Clegg
----------------------
Name: G. Mark Clegg
Title: Vice President
By: /S/ Robert A. Budnek
----------------------
Name: Robert A. Budnek
Title: Vice President
[SIGNATURES CONTINUED]
ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG
By: /S/ Paul Judicke
--------------------
Name: Paul Judicke
Title: Vice President
By: /S/ John Runnion
--------------------
Name: John Runnion
Title: First Vice President
[SIGNATURES CONTINUED]
FIRSTRUST BANK
By: /S/ Kent D. Nelson
----------------------
Name: Kent D. Nelson
Title: VP
[SIGNATURES CONTINUED]
MORGAN STANLEY DEAN WITTER
PRIME INCOME TRUST
By: /S/ Peter Gewirtz
---------------------
Name: Peter Gewirtz
Title: Vice President
[SIGNATURES CONTINUED]
BHF (USA) CAPITAL CORPORATION
By: /S/ Evon Contos
-------------------
Name: Evon Contos
Title: Managing Director
By: /S/ Richard Cameron
-----------------------
Name: Richard Cameron
Title: Associate
[SIGNATURES CONTINUED]
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
---------------------------------
Name: /S/ Scott H. Page
Title: Vice President
[SIGNATURES CONTINUED]
MASSACHUSETTS MUTUAL LIFE INSURANCE
By: /S/ Lisa J. Yoerg
-----------------------
Name: Lisa J. Yoerg
Title: Managing Director
[SIGNATURES CONTINUED]
TORONTO DOMINION (NEW
YORK), INC.
By: /S/ Sonya R. Jordan
---------------------
Name: Sonya R. Jordan
Title: Vice President
[SIGNATURES CONTINUED]
SOCIETE GENERALE NEW YORK BRANCH
By: /S/ Nicolas Guerin
-----------------------
Name: Nicolas Guerin
Title: Vice President
[SIGNATURES CONTINUED]
COMPAGNIE FINANCIERE DE CIC ET
DE L'UNION EUROPEENNE
By: /S/ A. Calo
---------------
Name: A. Calo
Title: VP
By: /S/ E. Longuet
----------------
Name: E. Longuet
Title: VP
[SIGNATURES CONTINUED]
NATEXIS BANQUE
By: /S/ Pieter J. van Tulder
--------------------------
Name: Pieter J. van Tulder
Title: Multinational Group
By: /S/ Christine Dirringer
-------------------------
Name: Christine Dirringer
Title: Assistant Treasurer
[SIGNATURES CONTINUED]
KZH CYPRESSTREE-1 LLC
By: /S/ Peter Chin
------------------
Name: Peter Chin
Title: Authorized Agent
[SIGNATURES CONTINUED]
CYPRESSTREE INVESTMENT FUND, LLC
By: CypressTree Investment Management
Company Inc., its Managing Member
By: /S/ Timothy M. Barns, Managing Director
----------------------------------------
Title:
[SIGNATURES CONTINUED]
NORTH AMERICAN SENIOR FLOATING RATE
FUND
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager
By: /S/ Timothy M. Barns
----------------------
Name: Timothy M. Barns
Title: Managing Director
[SIGNATURES CONTINUED]
CYPRESSTREE INSTITUTIONAL FUND, LLC
By: CypressTree Investment Management
Company Inc., its Managing Member
By: /S/ Timothy M. Barns, Managing Director
----------------------
Title:
[SIGNATURES CONTINUED]
KZH ING-2 LLC
By: /S/ Peter Chin
-------------------
Name: Peter Chin
Title: Authorized Agent
[SIGNATURES CONTINUED]
KZH ING-3 LLC
By: /S/ Peter Chin
---------------
Name: Peter Chin
Title: Authorized Agent
[SIGNATURES CONTINUED]
RELIASTAR LIFE INSURANCE COMPANY
By: /S/ James V. Wittich
---------------------
Name: James V. Wittich
Title: Authorized Representative
[SIGNATURES CONTINUED]
NORTHERN LIFE INSURANCE COMPANY
By: /S/ James V. Wittich
---------------------
Name: James V. Wittich
Title: Assistant Treasurer
[SIGNATURES CONTINUED]
SECURITY CONNECTICUT LIFE INSURANCE
COMPANY
By: /S/ James V. Wittich
--------------------
Name: James V. Wittich
Title: Assistant Treasurer
[SIGNATURES CONTINUED]
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital as Portfolio
Advisor
By: /S/ Melissa Marano
-------------------
Name: Melissa Marano
Title: Vice President
[SIGNATURES CONTINUED]
INDOSUEZ CAPITAL FUNDING IV, L.P.
By: Indosuez Capital as Portfolio
Advisor
By: /S/ Melissa Marano
--------------------
Name: Melissa Marano
Title: Vice President
[SIGNATURES CONTINUED]
MASSMUTUAL HIGH YIELD PARTNERS II, LLC
By: HYP Management, Inc., as Managing
Member
By: /S/ Lisa J. Yoerg
------------------
Its: Managing Director
[SIGNATURES CONTINUED]
EATON VANCE SENIOR INCOME TRUST
By: Eaton Vance Management as
Investment Advisor
By: /S/ Scott H. Page
--------------------
Name: Scott H. Page
Title: Vice President
[SIGNATURES CONTINUED]
OXFORD STRATEGIC INCOME FUND
By: Eaton Vance Management as
Investment Advisor
By: /S/ Scott H. Page
-------------------
Name: Scott H. Page
Title: Vice President
[SIGNATURES CONTINUED]
CREDIT LYONNAIS NEW YORK BRANCH
By: /S/ Olivier Perrain
---------------------
Name: Olivier Perrain
Title: First Vice President
[SIGNATURES CONTINUED]
ELC (CAYMAN) LTD. 1998-1
By: /S/ Thomas M. Finke
---------------------
Name: Thomas M. Finke
Title: Managing Director
[SIGNATURES CONTINUED]
ALLIANCE CAPITAL FUNDING, L.L.C.
By: Alliance Capital Management, L.P.,
as investment manager
By: Alliance Capital Management
Corporation, as general partner
By: /S/ Joel Serebransky
---------------------
Name: Joel Serebransky
Title: Senior Vice President
[SIGNATURES CONTINUED]
OAK MOUNTAIN LIMITED
By: Alliance Capital Management, L.P.,
as investment manager
By: Alliance Capital Management
Corporation, as general partner
By: /S/ Joel Serebransky
---------------------
Name: Joel Serebransky
Title: Senior Vice President
[SIGNATURES CONTINUED]
SOMERS CDO, LTD.
By: /S/ Lisa J. Yoerg
-------------------
Name: Lisa J. Yoerg
Title: Managing Director
[END OF SIGNATURES]
Schedule I
SCHEDULE OF LENDERS'
REVOLVING COMMITTED AMOUNTS
Lender Revolving Revolving
Committed Commitment
Amount Percentage
First Union National Bank $11,973,682 18.4210526316%
ABN AMRO Bank N.V $ 8,552,632 13.1578947368%
SunTrust Bank, Atlanta $ 8,552,632 13.1578947368%
The CIT Group/Equipment Financing, Inc. $ 5,131,579 7.8947368421%
Bank of America, N.A $ 5,131,579 7.8947368421%
Societe Generale, New York Branch $ 5,131,579 7.8947368421%
Credit Lyonnais New York Branch $ 4,105,263 6.3157894737%
BHF Bank Aktiengesellschaft $ 3,421,053 5.2631578947%
Compagnie Financiere De CIC Et De $ 3,421,053 5.2631578947%
L'Union Europeenne
Erste Bank Der Oestereichischen $ 3,421,053 5.2631578947%
Sparkassen AG
NATEXIS Banque $ 3,421,053 5.2631578947%
Firstrust Bank $ 2,736,842 4.2105263158%
$65,000,000.00 100.0000000000%