THIRD AMENDMENT
TO 1994 AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDMENT TO 1994 AMENDED AND RESTATED CREDIT AGREEMENT,
dated as of November 1, 1994, (the "Amendment" or "Third Amendment") is
made by and between
CULP, INC., a North Carolina corporation with its principal office in
High Point, North Carolina (the "Borrower"); and
FIRST UNION NATIONAL BANK OF NORTH CAROLINA, N.A., a national banking
association, as Agent (the "Agent"); and
FIRST UNION NATIONAL BANK OF NORTH CAROLINA, N.A., a national banking
association ("First Union") and WACHOVIA BANK OF NORTH CAROLINA, N.A., a
national banking association ("Wachovia" and collectively with First Union,
the "Banks"),
to the 1994 Amended and Restated Credit Agreement dated as of April
15, 1994 (as amended, modified, restated or supplemented from time to time,
the "Loan Agreement"). All capitalized terms not otherwise defined in this
Amendment shall have the meanings assigned to them in the Loan Agreement.
RECITALS
A. Pursuant to the Loan Agreement, the Banks have made available to
the Borrower Term Loans in the aggregate principal amount of $36,000,000
evidenced by Term Notes of the Borrower in the aggregate principal amount
of $36,000,000, and a Revolving Loan in the aggregate principal amount of
$27,000,000 evidenced by Revolving Credit Notes in the aggregate principal
amount of $27,000,000.
B. The Borrower has requested that the Banks (i) increase the
principal amount of the Term Loans by $8,000,000 to $44,000,000, (ii)
adjust the pricing of the Loans, (iii) change and delete certain covenants,
(iv) change the amortization of the Term Loans, (iv) allow for the proceeds
of the Term Loans made available by the Banks pursuant to this Third
Amendment to be used to prepay certain subordinated indebtedness and (v)
make certain other modifications to the Loan Agreement.
C. The Borrower, the Agent and the Banks have agreed to amend the
Loan Agreement as set forth herein.
STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of these premises, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower and the Banks hereby agree as follows:
ARTICLE I
AMENDMENTS
The Loan Agreement is hereby amended as follows:
1.1. Definitions. Section 1 of the Loan Agreement is hereby amended
by making the following changes:
(a) Section 1.4 containing the definition of "Applicable Margin" is
hereby amended by deleting the definition in its entirety and replacing it
with the following:
1.4. "Applicable Margin" means the marginal rate of interest
which shall be paid by Borrower after October 31, 1994, in
addition to the Prime Rate or the Adjusted LIBOR Rate, as the
case may be, which coincides to the ratio of Consolidated Funded
Debt to Operating Cash Flow for Borrower (calculated quarterly
with respect to the immediately preceding four calendar
quarters), as specifically set forth in a separate letter
agreement dated November 1, 1994 between the Borrower and the
Banks as such letter may be amended, restated, modified or
supplemented from time to time.
(b) Section 1.27 containing the definition of "First Union Revolving
Credit Note" is hereby amended by adding the following clause after the
word "date" and prior to the period at the end of the section: "as such
promissory note may be amended, restated, modified or supplemented from
time to time."
(c) Section 1.30 containing the definition of "First Union Term Note"
is hereby amended by adding the following clause after the word "date" and
prior to the period at the end of the section: "as such promissory note
may be amended, restated, modified or supplemented from time to time."
(d) Section 1.34 containing the definition of "Free Cash Flow" is
hereby amended by deleting the definition in its entirety and replacing the
language found after the section number with the term "[RESERVED]."
(e) Section 1.52 containing the definition of "Operating Cash Flow"
is hereby amended by deleting the definition in its entirety and replacing
it with the following:
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1.52. "Operating Cash Flow" (or "EBITDA") means, for any period
of four consecutive quarters, Net Income for such period plus the
sum of the following consolidated expenses of the Borrower and
its Subsidiaries for such period to the extent included in the
calculation of such Net Income: (i) depreciation expense, (ii)
amortization of intangible assets, (iii) Interest Expense for
such period and (iv) income taxes for such period, all determined
in accordance with generally accepted accounting principles in
the United States.
(f) Section 1.58 containing the definition of "Required Banks" is
hereby amended by deleting from the definition the figure "66 2/3%" and
replacing such figure with "60%."
(g) Section 1.77 containing the definition of "Wachovia Revolving
Credit Note" is hereby amended by adding the following clause after the
word "date" and prior to the period at the end of the section: "as such
promissory note may be amended, restated, modified or supplemented from
time to time."
(h) Section 1.80 containing the definition of "Wachovia Term Note" is
hereby amended by adding the following clause after the word "date" and
prior to the period at the end of the section: "as such promissory note
may be amended, restated, modified or supplemented from time to time."
1.2. Loans Evidenced by Term Notes. Section 3 of the Loan Agreement
is hereby amended as set forth below:
(a) Section 3.1 is hereby amended by deleting the second sentence of
the section in its entirety and replacing it with the following:
"The aggregate principal amount of the Term Loans is Forty-four
Million Dollars ($44,000,000)."
(b) Section 3.3 is hereby amended by deleting the fifth full
paragraph after the end of subsection (b) in its entirety and replacing it
with the following:
The aggregate principal amount of the Term Loans shall be due and
payable and shall be repaid by the Borrower to the Agent for the
ratable benefit of the Banks in seventy-five (75) consecutive
monthly installments, each in the amount of Five Hundred Thousand
Dollars ($500,000.00), each such payment being due and payable on
the tenth Business Day of each Fiscal Month for which such
payment is due, commencing on December 14, 1994, and one
installment in the amount of Six Million Five Hundred Thousand
Dollars ($6,500,000), due and payable on March
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1, 2001; provided, however, that the Borrower shall be
obligated to repay only those funds which it has actually
borrowed, and in the event that the Borrower does not borrow
the entire additional $8,000,000 made available by the
Banks pursuant to this Third Amendment, the amount not
borrowed shall be applied as a payment on the Term Notes
and shall be applied against the aggregate principal amount
($44,000,000) due under the Term Notes in the inverse order
of maturity. The final maturity date of each of the Term
Notes is March 1, 2001.
1.3. Loans Evidenced by Revolving Credit Notes. Section 4 of the Loan
Agreement is hereby amended as set forth below:
(a) Section 4.4 relating to Bankers' Acceptances is hereby amended by
deleting subsection (g) in its entirety.
1.4. Use of Proceeds. Section 6 of the Loan Agreement is hereby
amended by deleting it in its entirety and replacing it with the following:
SECTION 6. Use of Proceeds. The proceeds of the Revolving Loans
shall be used by the Borrower for Capital Expenditures, for
normal working capital requirements and to repay from time to
time Accepted Drafts. The proceeds of the Term Loans, other than
the proceeds made available by the Banks pursuant to the Third
Amendment, shall be used by the Borrower to refinance and
restructure existing indebtedness of the Borrower to First Union
and Wachovia and for ongoing corporate purposes, and the
additional Term Loan proceeds made available by the Banks
pursuant to the Third Amendment shall be used, at such time or
times as Borrower may determine, to prepay in whole or in part
certain subordinated indebtedness evidenced by a promissory note
dated November 1, 1993 in the principal amount of $9,632,724 from
the Borrower to Rossville Investments, Inc.
1.5. Affirmative Covenants. Section 9 of the Loan Agreement is
hereby amended as set forth below:
(a) Sections 9.15, 9.17 and 9.18 of the Loan Agreement are hereby
amended by deleting each of the sections in its entirety and replacing the
language of each section found after the section number with the term
"[RESERVED]."
(b) Section 9.19 of the Loan Agreement is hereby amended by deleting
it in its entirety and replacing it with the following:
9.19. Operating Cash Flow to Interest Expense. Maintain a
ratio of (x) Operating Cash Flow less Capital
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Expenditures for such period, to (y) Interest Expense for such
period, of at least 2.0 to 1.0 for each Fiscal Quarter from
November 1, 1994 through the quarter ending July, 1995; 2.5
to 1.0 for each Fiscal Quarter thereafter until the Fiscal
Quarter ending July, 1996; and 3.0 to 1 for each Fiscal
Quarter thereafter.
(c) Section 9.20 of the Loan Agreement is hereby amended by deleting
the last two clauses of the sentence containing the language "1 to 2.0
(50%) for the quarters ending October 1995, January 1996 and April 1996;
and 1 to 2.22 (45%) thereafter" and inserting the following clause: "and 1
to 2.0 (50%) thereafter."
1.6. Negative Covenants of the Borrower. Section 10 of the Loan
Agreement is hereby amended as set forth below:
(a) Sections 10.3 and 10.9 of the Loan Agreement are hereby amended
by deleting each of the sections in its entirety and replacing the language
of each section found after the section number with the term "[RESERVED]."
(b) Section 10.5 of the Loan Agreement is hereby amended by deleting
the term "$1,000,000" in the first sentence of such section and replacing
such term with the term "$5,000,000."
(c) Section 10.7 of the Loan Agreement is hereby amended by deleting
the term "$1,000,000" in the first sentence of such section and replacing
such term with the term "$5,000,000."
(d) Section 10.11 of the Loan Agreement is hereby amended by deleting
it in its entirety and replacing it with the following:
10.11. Prepayments. Retire or prepay prior to its stated
maturity any Consolidated Funded Debt (other than (i) non
interest-bearing purchase money obligations payable over a period
of not to exceed two (2) years, given to vendors of equipment,
and (ii) certain subordinated indebtedness evidenced by a
promissory note dated November 1, 1993 in the principal amount of
$9,632,724 payable by the Borrower to Rossville Investments,
Inc.) having a term of repayment in excess of one year, including
any renewals, other than indebtedness to either of the Banks
arising hereunder or obligations under industrial revenue bonds,
or pay rental obligations more than 30 days in advance of the
time for payment called for in the lease.
1.7. The Agent. Section 12 of the Loan Agreement is amended by adding
a new Section 12.13 as set forth below:
12.13. Annual Fee. The Borrower shall pay to the Agent a
fee in the amount of $12,500 per annum, which
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shall be payable (i) on November 1, 1994 and (ii)
thereafter, annually in advance on November 1 of each year.
1.8. Annex I. Annex I to the Loan Agreement is hereby amended by
deleting it in its entirety and replacing it with a new Annex I in the form
of Annex I attached hereto.
1.9. Exhibits. Exhibits 1-A, 1-B, 2-A, 2-B and 5 of the Loan
Agreement are hereby amended by deleting each exhibit in its entirety and
replacing them with new Exhibits 1-A, 1-B, 2-A, 2-B and 5 in the form of
Exhibits 1-A, 1-B, 2-A, 2-B and 5 attached hereto.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
The Borrower hereby represents and warrants that:
2.1. Compliance with Loan Agreement. The Borrower and each of its
Subsidiaries are in compliance with all terms and provisions set forth in
the Loan Agreement to be observed or performed, except where the Borrower's
failure to comply has been waived in writing by the Agent and the Banks.
2.2. Representations in Loan Agreement. The representations and
warranties of the Borrower set forth in the Loan Agreement are true and
correct in all material respects except to the extent that such
representations and warranties relate solely to or are specifically
expressed as of a particular date or period which has passed or expired as
of the date hereof.
2.3. No Event of Default. No Event of Default, nor any event that
upon notice, lapse of time or both would become an Event of Default is
continuing other than those, if any, waived in writing by the Agent and the
Banks.
ARTICLE III
MODIFICATION OF LOAN DOCUMENTS AND CONDITIONS
3.1. Loan Documents. The other Loan Documents, as defined in the Loan
Agreement, are amended as follows:
Any individual or collective reference to any of the Loan Documents in
any of the other Loan Documents to which the Borrower or any of its
Subsidiaries is a party shall mean, unless otherwise specifically
provided, such Loan Document as
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amended by this Third Amendment to 1994 Amended and Restated
Credit Agreement, and as it is further amended, restated,
supplemented or modified from time to time and any substitute or
replacement therefor or renewals thereof, including without
limitation, all references to the Loan Agreement, which shall mean
the Loan Agreement as amended hereby and as further amended from
time to time.
3.2. Conditions. The effectiveness of this Amendment is conditioned
upon payment by the Borrower to the Agent for the ratable benefit of the
Banks, of a fee in the amount of $44,000, which represents .1% of the
aggregate principal amount of the Term Loans, as adjusted pursuant to this
Amendment.
ARTICLE IV
GENERAL
4.1. Full Force and Effect. As expressly amended hereby, the Loan
Agreement shall continue in full force and effect in accordance with the
provisions thereof. As used in the Loan Agreement, "hereinafter,"
"hereto," "hereof," and words of similar import shall, unless the context
otherwise requires, mean the Loan Agreement as amended by this Amendment.
4.2. Applicable Law. This Amendment shall be governed by and
construed in accordance with the internal laws and judicial decisions of
the State of North Carolina.
4.3. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original, but all of which
when taken together shall constitute but one instrument.
4.4. Further Assurance. The Borrower shall execute and deliver to
the Agent and the Banks such documents, certificates and opinions as the
Agent may reasonably request to effect the amendment contemplated by this
Amendment.
4.5. Headings. The headings of this Amendment are for the purposes
of reference only and shall not affect the construction of this Amendment.
4.6. Valid Amendment. The parties acknowledge that this Amendment
complies in all respects with Section 13.1 of the Loan Agreement, which
sets forth the requirements for amendments thereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their duly authorized officers all as of the
date first above written.
FIRST UNION NATIONAL BANK OF NORTH CAROLINA, N.A.,
individually and as Agent
By: /s/ Kent L. Phillips
Title: Vice President
WACHOVIA BANK OF NORTH CAROLINA, N.A.
By: /s/ Pete T. Callahan
Title: Vice President
CULP, INC.
By: /s/ Franklin N. Saxon
Franklin N. Saxon, Vice President and
Chief Financial Officer
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Annex I
Commitment Amount Commitment Amount Percentage of
Name of Banks Term Loans Revolving Loans Aggregate Commitments
First Union National $26,400,000 $16,200,000 60.0%
Bank of North Carolina
209 North Main Street
High Point, NC 27260
Wachovia Bank of North $17,600,000 $10,800,000 40.0%
Carolina, N.A.
200 North Main Street
Post Office Box 631
High Point, NC 27261
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Exhibit 1-A
FIRST AMENDED AND RESTATED TERM NOTE
$26,400,000 High Point, North Carolina
November 1, 1994
FOR VALUE RECEIVED, CULP, INC,, a North Carolina corporation (herein
called the "Borrower") , promises to pay to the order of FIRST UNION
NATIONAL BANK OF NORTH CAROLINA (the "Bank"), or order, at the office of
FIRST UNION NATIONAL BANK OF NORTH CAROLINA at High Point, North Carolina,
in lawful money of the United States of America, the principal amount of
Twenty-six Million Four Hundred Thousand Dollars ($26,400,000), such
principal amount to be payable in seventy-five (75) consecutive equal
monthly installments of $300,000.00, payable on the tenth Business Day of
each Fiscal Month of the Borrower commencing December 14, 1995 and (ii) one
final installment of $3,900,000 payable on March 1, 2001, together with
interest on the unpaid principal amount, such interest payments beginning
on the tenth Business Day of the first Fiscal Month of the Borrower
following the date hereof, as provided in the 1994 Amended and Restated
Credit Agreement between the Borrower, the Bank (for itself and as Agent)
and Wachovia Bank of North Carolina, N.A., dated as of April 15, 1994 (as
amended, restated, modified or supplemented, the "Credit Agreement");
provided, however, that the Borrower shall be obligated to repay only those
funds which it has actually borrowed, and in the event that the Borrower
does not borrow the entire $4,800,000 made available by the Bank pursuant
to the Third Amendment to 1994 Amended and Restated Credit Agreement dated
as of November 1, 1994 between the Borrower, the Bank for itself and as
Agent, and Wachovia Bank of North Carolina, N.A., the principal amount not
borrowed shall be applied as a payment on the Term Note and shall be
applied against the principal amount of the Term Note ($26,400,000) in the
inverse order of maturity.
This Note is the First Union Term Note referred to in the Credit
Agreement and is entitled to the benefits thereof and may be prepaid in
whole or in part as provided therein. Capitalized terms used herein
without definition have the meanings specified in the Credit Agreement.
Upon the occurrence of any one or more of the Events of Default
specified in the Credit Agreement, or in any other document or instrument
delivered in connection therewith, all amounts then remaining unpaid on
this Note may be declared to be immediately due and payable as provided in
the Credit Agreement.
In the event the indebtedness evidenced or secured hereby be collected
by or through an attorney at law after maturity, the holder shall be
entitled to collect reasonable attorney's fees. Demand, presentment,
protest, notice of protest, and notice of dishonor are hereby waived by all
parties bound hereon.
CULP, INC.
(CORPORATE SEAL] By:____________________________
______ President
ATTEST:
____________________
Secretary
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Exhibit 1-B
FIRST AMENDED AND RESTATED TERM NOTE
$17,600,000 High Point, North Carolina
November 1, 1994
FOR VALUE RECEIVED, CULP, INC,, a North Carolina corporation (herein
called the "Borrower") , promises to pay to the order of WACHOVIA BANK OF
NORTH CAROLINA, N.A. (the "Bank"), or order, at the office of FIRST UNION
NATIONAL BANK OF NORTH CAROLINA (as the Bank's Agent and for the benefit of
the Bank) at High Point, North Carolina, in lawful money of the United
States of America, the principal amount of Seventeen Million Six Hundred
Thousand Dollars ($17,600,000), such principal amount to be payable in
seventy-five (75) consecutive equal monthly installments of $200,000.00,
payable on the tenth Business Day of each Fiscal Month of the Borrower
commencing December 14, 1995 and (ii) one final installment of $2,600,000
payable on March 1, 2001, together with interest on the unpaid principal
amount, such interest payments beginning on the tenth Business Day of the
first Fiscal Month of the Borrower following the date hereof, as provided
in the 1994 Amended and Restated Credit Agreement between the Borrower, the
Bank and First Union National Bank of North Carolina for itself and as
Agent, dated as of April 15, 1994 (as amended, restated, modified or
supplemented, the "Credit Agreement"); provided, however, that the Borrower
shall be obligated to repay only those funds which it has actually
borrowed, and in the event that the Borrower does not borrow the entire
$3,200,000 made available by the Bank pursuant to the Third Amendment to
1994 Amended and Restated Credit Agreement dated as of November 1, 1994
between the Borrower, the Bank and First Union National Bank of North
Carolina for itself and as Agent, the principal amount not borrowed shall
be applied as a payment on the Term Note and shall be applied against the
principal amount of the Term Note ($17,600,000) in the inverse order of
maturity.
This Note is the Wachovia Term Note referred to in the Credit
Agreement and is entitled to the benefits thereof and may be prepaid in
whole or in part as provided therein. Capitalized terms used herein
without definition have the meanings specified in the Credit Agreement.
Upon the occurrence of any one or more of the Events of Default
specified in the Credit Agreement, or in any other document or instrument
delivered in connection therewith, all amounts then remaining unpaid on
this Note may be declared to be immediately due and payable as provided in
the Credit Agreement.
In the event the indebtedness evidenced or secured hereby be collected
by or through an attorney at law after maturity, the holder shall be
entitled to collect reasonable attorney's fees. Demand, presentment,
protest, notice of protest, and notice of dishonor are hereby waived by all
parties bound hereon.
CULP, INC.
(CORPORATE SEAL] By:____________________________
______ President
ATTEST:
____________________
Secretary
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Exhibit 2-A
FIRST AMENDED AND RESTATED REVOLVING CREDIT NOTE
$16,200,000 High Point, North Carolina
November 1, 1994
FOR VALUE RECEIVED, CULP, INC,, a North Carolina corporation (herein
called the "Borrower") , promises to pay to the order of FIRST UNION
NATIONAL BANK OF NORTH CAROLINA (the "Bank"), or order, on the Revolving
Loan Termination Date (as defined in the 1994 Amended and Restated Credit
Agreement dated as of April 15, 1994 between the Borrower, the Bank (for
itself and as Agent) and Wachovia Bank of North Carolina, N.A. (as amended,
restated, modified or supplemented, the "Credit Agreement")), at the office
of FIRST UNION NATIONAL BANK OF NORTH CAROLINA, High Point, North Carolina,
in lawful money of the United States of America, the principal amount of
Sixteen Million Two Hundred Thousand and No/ 100 Dollars ($16,200,000).
This Revolving Credit Note shall bear interest on the outstanding principal
balance from time to time as provided in the Credit Agreement and interest
shall be payable at the times set forth in the Credit Agreement.
Notwithstanding the foregoing, the Borrower shall be liable for
payment to the Bank only for such principal amount of the First Union
Revolving Loan (as defined in the Credit Agreement) as is outstanding,
together with interest at the rate per annum as aforesaid on the principal
amount outstanding from the date of advance.
This Note is the First Union Revolving Credit Note referred to in the
Credit Agreement and is entitled to the benefits thereof and may be prepaid
in whole or in part as provided therein. Capitalized terms used herein
without definition have the meanings specified in the Credit Agreement.
Upon the occurrence of any one or more of the Events of Default
specified in the Credit Agreement, or in any other document or instrument
delivered in connection therewith, all amounts then remaining unpaid on
this Note may be declared to be immediately due and payable as provided in
the Credit Agreement.
In the event the indebtedness evidenced or secured hereby be collected
by or through an attorney at law after maturity, the holder shall be
entitled to collect reasonable attorneys' fees. Demand, presentment,
protest, notice of protest, and notice of dishonor are hereby waived by all
parties bound hereon.
[CORPORATE SEAL] CULP, INC.
ATTEST: By:_________________________
_________________ ________President
Secretary
Exhibit 2-B
FIRST AMENDED AND RESTATED REVOLVING CREDIT NOTE
$10,800,000 High Point, North Carolina
November 1, 1994
FOR VALUE RECEIVED, CULP, INC,, a North Carolina corporation (herein
called the "Borrower") , promises to pay to the order of WACHOVIA BANK OF
NORTH CAROLINA, N.A. (the "Bank"), or order, on the Revolving Loan
Termination Date (as defined in the 1994 Amended and Restated Credit
Agreement dated as of April 15, 1994 between the Borrower, the Bank and
First Union National Bank of North Carolina (for itself and as Agent) (as
amended, restated, modified or supplemented, the "Credit Agreement")), at
the office of FIRST UNION NATIONAL BANK OF NORTH CAROLINA (as the Bank's
Agent and for the benefit of the Bank), High Point, North Carolina, in
lawful money of the United States of America, the principal amount of Ten
Million Eight Hundred Thousand and No/ 100 Dollars ($10,800,000). This
Revolving Credit Note shall bear interest on the outstanding principal
balance from time to time as provided in the Credit Agreement and interest
shall be payable at the times set forth in the Credit Agreement.
Notwithstanding the foregoing, the Borrower shall be liable for
payment to the Bank only for such principal amount of the Wachovia
Revolving Loan (as defined in the Credit Agreement) as is outstanding,
together with interest at the rate per annum as aforesaid on the principal
amount outstanding from the date of advance.
This Note is the Wachovia Revolving Credit Note referred to in the
Credit Agreement and is entitled to the benefits thereof and may be prepaid
in whole or in part as provided therein. Capitalized terms used herein
without definition have the meanings specified in the Credit Agreement.
Upon the occurrence of any one or more of the Events of Default
specified in the Credit Agreement, or in any other document or instrument
delivered in connection therewith, all amounts then remaining unpaid on
this Note may be declared to be immediately due and payable as provided in
the Credit Agreement.
In the event the indebtedness evidenced or secured hereby be collected
by or through an attorney at law after maturity, the holder shall be
entitled to collect reasonable attorneys' fees. Demand, presentment,
protest, notice of protest, and notice of dishonor are hereby waived by all
parties bound hereon.
[CORPORATE SEAL] CULP, INC.
ATTEST: By:_________________________
_________________ ________President
Secretary
Exhibit 5
CULP, INC.
1994 AMENDED AND RESTATED CREDIT AGREEMENT
QUARTERLY OFFICER'S CERTIFICATE
DATE:____________________
The undersigned chief financial officer of Culp, Inc. hereby certifies
that based upon the financial statements as of _____________, Culp, Inc.
was in compliance with the provisions of the 1994 Amended and Restated
Credit Agreement, as amended, and further certifies that, as of such date,
the financial information set forth below is true and correct:
Financial Covenants
Agreement in 1994 Credit
COVENANTS Paragraph Agreement
Consolidated Tangible $58,000,000 from
Shareholders' Equity (A) 9.16 closing to FYE April 1995; prior
year's amount plus 50% Net Income
at each FYE thereafter
Operating Cash Flow less 9.19 2.0 for each FQE after
Capital Expenditures to November 1, 1994 until
Interest Expense July, 1995
(B-F) to (C) 2.5 for each FQE there-
after until July, 1996
3.0 for each FQE there-
after
Consolidated Funded Debt to 9.20 60% from closing to FQE
Total Capitalization October 1994
(D) to (E) 55% for FQE January 1995,
April 1995 and July
1995
50% for each FQE there-
after
Sale of Assets 10.5 $5,000,000
Loans and Investments 10.7 $5,000,000
Rental Obligations 10.10 10% of Consolidated Tangible
Shareholder's Equity
__________________________________
Franklin N. Saxon
Vice President and
Chief Financial Officer
CULP, INC.
1994 AMENDED AND RESTATED CREDIT AGREEMENT
QUARTERLY OFFICER'S CERTIFICATE
CALCULATION OF CERTAIN FINANCIAL ITEMS
A) Consolidated Shareholders' Equity per
Balance Sheet $__________
Less Intangible Assets (including but not
limited to: Non-compete Agreement and
Debt Issue Costs) __________
Consolidated Tangible Shareholders' Equity $
B) Net Income $__________
Plus Interest Expense, income taxes,
Depreciation and Amortization $__________
Operating Cash Flow $
C) Interest Expense $
D) Current Maturities $__________
Plus Long-Term Debt __________
Consolidated Funded Debt $
E) Consolidated Funded Debt $__________
Plus Borrower's Tangible Shareholder's
Equity (Shareholder's Equity per Balance
Sheet, Less Intangible Assets) __________
Total Capitalization $
F) Capital Expenditures $