Exhibit 10.23
May 15, 2001
Consoltex Holdings, Inc. and its Subsidiaries
c/o Consoltex Inc.
8555 TransCanada Highway
Ville Saint-Laurent, Quebec
H4S 1Z6 CANADA
Attn: Mr. Paul J. Bamatter
Re: Consent and Waiver Agreement
Ladies and Gentlemen:
Reference is hereby made to that certain Second Amended & Restated Credit
Agreement dated as of November 7, 2000 by and among each of CONSOLTEX
HOLDINGS, INC., a Delaware corporation ("Consoltex Holdings"), CONSOLTEX
INC., a corporation incorporated under the laws of New Brunswick, Canada
("Consoltex"), CONSOLTEX (USA) INC., a New York corporation ("Consoltex
USA"), THE BALSON-HERCULES GROUP LTD., a Rhode Island corporation
("Balson-Hercules"), LINQ INDUSTRIAL FABRICS, INC., a Delaware corporation
("LINQ"), and CONSOLTEX MEXICO, S.A. DE C.V., a Mexican corporation
("Consoltex Mexico"), and RAFYTEK, S.A. DE C.V., a Mexican corporation
("Rafytek" and together with Consoltex Holdings, Consoltex, Consoltex USA,
Balson-Hercules, LINQ and Consoltex Mexico, the "Borrowers", and each
individually a "Borrower"), as Borrowers, the other subsidiaries of
Consoltex Holdings referred to therein as Guarantors, NATIONAL BANK OF
CANADA, a bank governed by the Bank Act (Canada) (the "Bank Act"), in its
capacity as a Lender ("NBC"), BANK OF AMERICA, N.A., a national banking
association organized and existing under the laws of the United States, in
its capacity as a Lender ("Bank of America"), and EACH OTHER FINANCIAL
INSTITUTION PARTY THERETO AS A LENDER (hereinafter NBC, Bank of America and
each other such financial institutions may be referred to individually as a
"Lender" or collectively as the "Lenders"), NATIONAL BANK OF CANADA, in its
capacity as administrative agent for the Canadian Facilities Lenders (as
defined in the Credit Agreement) (in such capacity, the "Canadian Agent"),
and BANK OF AMERICA, N.A., in its capacity as administrative agent for the
U.S. Facilities Lenders (as defined in the Credit Agreement) (in such
capacity, the "US Agent" and together with the Canadian Agent, the
"Agents"), as amended by Amendment No. 1 to Second Amended & Restated
Credit Agreement dated as of December 29, 2000, and as further amended by
Amendment No. 2 to Second Amended & Restated Credit Agreement dated as of
March 30, 2001 (as heretofore amended and as from time to time further
amended, restated, modified, supplemented, or amended and restated, the
"Credit Agreement"). All capitalized terms not otherwise defined herein
shall have the meaning given thereto in the Credit Agreement.
Consoltex Holdings has informed the Agents and the Lenders that, pursuant
to Rule 12b-25 under the Securities Exchange Act of 1934, Consoltex Inc.
has filed a Form 12b-25 Notification of Late Filing (a copy of which is
attached as Exhibit A hereto) with the Securities and Exchange Commission
(the "SEC") and that pursuant to that filing and the relevant provisions of
such Rule, Consoltex Inc. has until May 21, 2001 to file with the SEC its
Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2001.
In connection with that extension, and pursuant to the request of the
Borrowers, the Agents and the Lenders, by the execution of this waiver and
consent letter (this "Consent Letter") by each of them, as acknowledged by
each Borrower and each Guarantor, hereby consent to Consoltex Holdings and
its Subsidiaries submitting the certificate for the fiscal quarter of
Consoltex Holdings ended March 31, 2001 otherwise due as of May 15, 2001
pursuant to Section 9.1(b)(ii) of the Credit Agreement on or before May 21,
2001.
Pursuant to the further request of the Borrowers, the Agents and the
Lenders, by the execution of this Consent Letter by each of them, as
acknowledged by each Borrower and each Guarantor, hereby waive any Default
or Event of Default that would otherwise arise from the failure to deliver
the certificate required by Section 9.1(b)(ii) for the fiscal quarter of
the Borrowers ended March 31, 2001 on or before May 15, 2001, provided that
such consent shall terminate, and an immediate Event of Default shall
occur, in the event that such certificate is not received by the Agents and
the Lenders by 5:00 p.m. Charlotte, North Carolina time on May 21, 2001.
None of the terms or conditions of this Consent Letter may be changed,
modified, waived, or canceled, except by writing signed by all the parties
hereto, specifying such change, modification, waiver, or cancellation. No
provision hereof shall affect or impair any term or condition of the Credit
Agreement or any of the other Loan Documents as currently in full force and
effect.
This Consent Letter may be executed in any number of counterparts, each of
which shall be deemed to be an original as against any party whose
signature appears thereon, and all of which shall together constitute one
instrument.
[Signature pages follow.]
Sincerely yours,
BANK OF AMERICA, N.A.
By: /s/W. Larry Hess
Name: W. Larry Hess
Title: Managing Director
NATIONAL BANK OF CANADA
By: /s/Dana Ades
Name: Dana Ades
Title: V-P Special Loans and Real Estate
By: /s/Benoit Blais
Name: Benoit Blais
ACCEPTED AND AGREED TO as of the 15 day of May, 2001:
THE BANK OF NOVA SCOTIA
By: /s/Peter D. E. Wilson
Name: Peter D. E. Wilson
Title: Vice-President
FLEET BUSINESS CREDIT CORPORATION
By: /s/Rodney G. McSwain
Name: Rodney G. McSwain
Title: Vice-President
GMAC BUSINESS CREDIT, LLC
By: /s/Joseph Skaferowsky
Name: Joseph Skaferowsky
Title: Director
CONSOLTEX HOLDINGS, INC.
CONSOLTEX INC.
CONSOLTEX (USA) INC.
By: /s/Paul J. Bamatter
Name: Paul J. Bamatter
Title: Vice President, Finance and Chief Financial Officer
THE BALSON-HERCULES GROUP LTD.
LINQ INDUSTRIAL FABRICS, INC.
By: /s/Paul J. Bamatter
Name: Paul J. Bamatter
Title: Vice President, Strategic Planning
CONSOLTEX MEXICO, S.A. de C.V.
RAFYTEK, S.A. de C.V.
VERA PAK, S.A. de C.V.
VEST COMPANY VESTCO, S.A. de C.V.
ROYALTON MEXICANA, S.A. de C.V.
By: /s/Paul J. Bamatter
Name: Paul J. Bamatter
Title: Director
MARINO TECHNOLOGIES DE MEXICO, S.A. de C.V.
By: /s/Paul J. Bamatter
Name: Paul J. Bamatter
Title: Director
RAFYTICA, S.A.
By: /s/Paul J. Bamatter
Name: Paul J. Bamatter
Title: Director
Exhibit A
Form 12b-25 filed with the Securities Exchange Commission
[See attached.]