Exhibit 10.14
AMENDMENT NO. 5 AND WAIVER TO THE
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of November 18, 1999
AMENDMENT NO. 5 AND WAIVER TO THE THIRD AMENDED AND RESTATED
CREDIT AGREEMENT dated as of November 18, 1999 among Glenoit Corporation, a
Delaware corporation (the "Borrower"), the banks, financial institutions and
other institutional lenders listed on the signature pages thereof as the
Restatement Lenders (the "Lenders"), the bank listed on the signature pages
thereof as the Issuing Bank (the "Issuing Bank"), Banque Nationale de Paris, as
the swing line bank (the "Swing Line Bank") and as administrative agent (the
"Agent") for the Lender Parties and the arranger (the "Arranger"), Fleet
National Bank, as syndication agent (the "Syndication Agent"), and LaSalle Bank
National Association, as documentation agent (the "Documentation Agent";
together with the Agent and the Syndication Agent, the "Agents").
PRELIMINARY STATEMENTS:
(1) The Borrower, the Lenders and the Agents have entered into
a Third Amended and Restated Credit Agreement dated as of February 12, 1999 (as
amended, supplemented or modified through the date hereof, the "Credit
Agreement"). Capitalized terms not otherwise defined in this Amendment and
Waiver have the same meanings as specified in the Credit Agreement.
(2) The Borrower, the other Loan Parties and the Lenders have
agreed to amend and waive certain provisions of the Credit Agreement and the
Third Amended and Restated Security Agreement as hereinafter set forth.
SECTION 1. Waiver to the Credit Agreement. The Borrower hereby
requests that the Required Lenders waive as of the date first written above, and
by their signature on the signature pages hereto, the Required Lenders hereby
waive as of the date first written above, subject to the satisfaction of the
conditions precedent set forth in Section 3, maintenance of the Total Leverage
Ratio and the Senior Leverage Ratio set forth in Sections 5.04(a)(i) and (ii) of
the Credit Agreement, respectively, in each case for the Rolling Period ending
during October 1999.
SECTION 2. Amendments to the Credit Agreement. The Credit
Agreement is, effective as of the date hereof and subject to the satisfaction of
the conditions precedent set forth in Section 3 below, hereby amended as
follows:
(a) Section 1.01 of the Credit Agreement is hereby amended (i)
to delete the definitions of "AGGREGATE REVOLVER BORROWINGS" and
"REVOLVER BORROWING LIMIT", (ii) to amend the definition of "EBITDA"
therein to (A) delete the language "and (vii)" in clause (b) thereof
and to substitute therefor the language "(vii)", and (B) insert the new
subclause (viii) to such clause (b) which new subclause reads as
follows:
", and (viii) the adjustment amount set forth in Schedule III
hereto for such Fiscal Month
", and
(iii) to amend the definition of "MONTHLY AVERAGE WORKING CAPITAL
ADVANCES" therein to (A) delete the language "the first anniversary of
the Third Restatement Date" in the fourth and fifth lines thereof and
to substitute therefor the language "November 30, 2000" and (B) delete
the language "the Third Restatement Date" from clauses (i) and (ii) of
the proviso to such definition and to substitute therefor the language
"November 30, 1999".
(b) Section 2.06(b)(iii) is hereby amended (i) to delete the
parenthetical "(without duplication of amounts payable under both
clauses (A) and (B) below)" in the third and fourth line thereof, (ii)
to delete the language "(A)(1)" in the fourth line thereof and
substitute therefor the new language "(A)", (iii) to delete the
language "exceeds (2)" in the sixth line thereof and substitute
therefor the new language "exceeds (B)", and (iv) to delete clause (B)
of such Section 2.06(b)(iii) and the proviso thereto.
(c) Section 3.02 is hereby amended (i) to insert the word
"and" immediately before subsection (b) of such Section and (ii) to
delete the phrase "and (c) the amount of the Aggregate Revolver
Borrowings,".
(d) Section 5.04(a)(i) is hereby amended (i) to delete the
ratio "5.85:1.00" set forth in respect of Fiscal Month November 1999
and to substitute therefor the ratio "6.10:1.00"; (ii) to delete the
ratio "5.85:1.00" set forth in respect of Fiscal Month December 1999
and to substitute therefor the ratio "6.40:1.00"; and (iii) to insert
immediately after the Fiscal Month December 1999 the following:
------------------------- --------------
Fiscal Month Ratio
------------------------- --------------
------------------------- --------------
January 2000 6.45:1.00
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February 2000 6.45:1.00
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(e) Section 5.04(a)(ii) is hereby amended (i) to delete the
ratio "3.70:1.00" set forth in respect of Fiscal Month December 1999
and to substitute therefor the ratio "3.85:1.00" and (ii) to insert
immediately after the Fiscal Month December 1999 the following:
------------------------- --------------
Fiscal Month Ratio
------------------------- --------------
------------------------- --------------
January 2000 3.85:1.00
------------------------- --------------
------------------------- --------------
February 2000 3.85:1.00
------------------------- --------------
(f) Section 5.04(c) is hereby amended to delete the ratio
"1.65:1.00" set forth in respect of Fiscal Month December 1999 and to
substitute therefor the ratio "1.40:1.00".
(g) Schedule III is hereby added to the Credit Agreement and
shall read as set forth on Exhibit A hereto.
SECTION 3. Conditions of Effectiveness. This Amendment and
Waiver shall become effective as of the date first above written when, and only
when the Agent shall have received:
(a) counterparts of this Amendment executed by the Borrower
and the Required Lenders or, as to any of the Lenders, advice
satisfactory to the Agent that such Lender has executed this Amendment,
and the consent attached hereto executed by each of the Guarantors and
each of the Grantors; and
(b) for the benefit of each Lender, an amendment fee for the
account of each Lender in an amount equal to 0.25% of such Lender's
aggregate Commitments.
Furthermore, this Amendment and Waiver is subject to the provisions of Section
8.01 of the Credit Agreement.
SECTION 4. Representations and Warranties of the Borrower.
The Borrower represents and warrants as follows:
(a) the representations and warranties contained in each Loan
Document are correct on and as of the date hereof, after giving effect
to this Amendment and Waiver, as though made on and as of the date
hereof, other than any such representations or warranties that by their
terms, refer to a specific date, in which case, as of such specific
date; and
(b) no Default has occurred and is continuing under the Credit
Agreement, as amended hereby, or would result from this Amendment and
Waiver or the consummation of the transactions contemplated hereby.
SECTION 5. Reference to and Effect on the Loan Documents. (a)
On and after the effectiveness of this Amendment and Waiver, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like
import referring to the Credit Agreement, and each reference in the Notes and
each of the other Loan Documents to "the Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit Agreement, shall mean
and be a reference to the Credit Agreement, as amended by this Amendment and
Waiver.
(b) The Credit Agreement, the Notes and each of the other Loan
Documents, as specifically amended by this Amendment and Waiver, are and shall
continue to be in full force and effect and are hereby in all respects ratified
and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment and Waiver shall not, except as expressly provided herein, operate as
a waiver of any right, power or remedy of any Lender or the Agent under any of
the Loan Documents, nor constitute a waiver of any provision of any of the Loan
Documents.
SECTION 6. Costs, Expenses and Taxes. The Borrower agrees to
pay on demand all costs and expenses of the Agent in connection with the
preparation, execution, delivery and administration, modification and amendment
of this Amendment and Waiver, the Notes and the other instruments and documents
to be delivered hereunder (including, without limitation, the reasonable fees
and expenses of counsel for the Agent) in accordance with the terms of Section
8.04 of the Credit Agreement. In addition, the Borrower shall pay any and all
stamp and other taxes payable or determined to be payable in connection with the
execution and delivery of this Amendment and Waiver and the other instruments
and documents to be delivered hereunder, and agrees to hold the Agent and each
Lender harmless from and against any and all liabilities with respect to or
resulting from any delay in paying or omission to pay such taxes.
SECTION 7. Execution in Counterparts. This Amendment and
Waiver may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute but one and
the same agreement. Delivery of an executed counterpart of a signature page to
this Amendment and Waiver by telecopier shall be effective as delivery of a
manually executed counterpart of this Amendment and Waiver.
SECTION 8. Governing Law. This Amendment and Waiver shall be
governed by, and construed in accordance with, the laws of the State of New
York.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment and Waiver to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
GLENOIT CORPORATION
By Xxxxxx X. X'Xxxxxx
Title: President and CEO
AGENT
BANQUE NATIONALE DE PARIS,
as Agent and as a Lender
By Xxxx Xxxxxxxxx
Title: Director
By Xxxx Xxxx
Title: Associate
LENDERS
BOEING CAPITAL CORPORATION
By Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Special Credits Officer
CENTURA BANK
By Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Bank Officer
COMERICA
By Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Account Representative
DEUTSCHE FINANCIAL SERVICES
By Xxxxxx X. Xxxxxxx, IX
Name: Xxxxxx X. Xxxxxxx, IX
Title: Vice President
FIRST SOURCE FINANCIAL LLP,
By First Source Financial, Inc. as its
Agent/Manager
By Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Vice President
FLEET BANK, N.A.
By Xxxxxx Xxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxx
Title: Senior Vice President
INVESCO
By Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
LASALLE BANK NATIONAL
ASSOCIATION
By Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Title: Corporate Banking Officer
KZH ING-1 LLC
By Xxxxxxxx Xxxxxx
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
KZH ING-2 LLC
By Xxxxxxxx Xxxxxx
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
KZH ING-3 LLC
By Xxxxxxxx Xxxxxx
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
METROPOLITAN LIFE INSURANCE COMPANY
By Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Director
XXX XXXXXX SENIOR FLOATING RATE FUND
By Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXX XXXXXX PRIME RATE INCOME TRUST
By Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
FLEET BUSINESS CREDIT CORPORATION
By Xxxx Xxxxxxxxx
Name: Xxxx Xxxxxxxxx
Title: Vice President
Consent to Amendment and Waiver No. 5
Dated as of November 18, 1999
The undersigned, Glenoit Universal, Ltd., a Delaware
corporation, and a Guarantor under the Third Amended and Restated Parent
Guarantee dated February 12, 1999 (the "Parent Guarantee") and a Grantor under
the Third Amended and Restated Security Agreement dated February 12, 1999 (as
amended through the date hereof, the "Security Agreement"), each in favor of the
Agent, for its benefit and the benefit of the Lenders parties to the Credit
Agreement referred to in the foregoing Amendment and Waiver; and Glenoit Assets
Corp., a Delaware corporation, American Pacific Enterprises, Inc., an Ohio
corporation, Grand Avenue Corp., a Delaware corporation, Ex-Cell Home Fashions,
Inc., a North Carolina corporation, Ex-Cell of Bentonville, Inc., an Arkansas
corporation, and Ex-Cell Linde of Carolina, a North Carolina corporation, each a
Guarantor under the Third Amended and Restated Subsidiary Guarantee dated
February 12, 1999 (the "Subsidiary Guarantee" and, together with the Parent
Guarantee, the "Guarantees" ) in favor of the Agent, for its benefit and the
benefit of the Lenders parties to the Credit Agreement referred to in the
foregoing Amendment and Waiver, and each a Grantor under the Security Agreement,
hereby consent to such Amendment and Waiver and hereby confirm and agree that
(a) notwithstanding the effectiveness of such Amendment and Waiver, the
Guarantees and the Security Agreement are, and shall continue to be, in full
force and effect and are hereby ratified and confirmed in all respects, except
that, on and after the effectiveness of such Amendment and Waiver, each
reference in the Parent Guarantee, the Subsidiary Guarantee and the Security
Agreement to the "Credit Agreement", "thereunder", "thereof" or words of like
import shall mean and be a reference to the Credit Agreement, as amended by such
Amendment and Waiver, and (b) the Collateral Documents to which each such
Guarantor and each such Grantor is a party and all of the Collateral described
therein do, and shall continue to, secure the payment of all of the Secured
Obligations (in each case, as defined therein).
GLENOIT UNIVERSAL, LTD.
By Xxxxxx X. X'Xxxxxx
Name: Xxxxxx X. X'Xxxxxx
Title: President and CEO
GLENOIT ASSETS CORP.
By Xxxxxx X. X'Xxxxxx
Name: Xxxxxx X. X'Xxxxxx
Title: President and CEO
GLENOIT ASSETS CORP.
By Xxxxxx X. X'Xxxxxx
Name: Xxxxxx X. X'Xxxxxx
Title: President and CEO
AMERICAN PACIFIC ENTERPRISES, INC.
By Xxxxxx X. X'Xxxxxx
Name: Xxxxxx X. X'Xxxxxx
Title: President and CEO
GRAND AVENUE CORP.
By Xxxxxx X. X'Xxxxxx
Name: Xxxxxx X. X'Xxxxxx
Title: President and CEO
EX-CELL HOME FASHIONS, INC.
By Xxxxxx X. X'Xxxxxx
Name: Xxxxxx X. X'Xxxxxx
Title: President and CEO
EX-CELL OF BENTONVILLE, INC.
By Xxxxxx X. X'Xxxxxx
Name: Xxxxxx X. X'Xxxxxx
Title: President and CEO
EX-CELL LINDE OF CAROLINA, INC.
By Xxxxxx X. X'Xxxxxx
Name: Xxxxxx X. X'Xxxxxx
Title: President and CEO
Exhibit A to Amendment No. 5
Schedule III to the Credit Agreement
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FISCAL MONTH ADJUSTMENT AMOUNT (000)
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December 1998 $624
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January 1999 $624
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February 1999 $624
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March 1999 $624
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April 1999 $629
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May 1999 $614
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June 1999 $229
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July 1999 $219
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August 1999 $229
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September 1999 $70
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October 1999 $70
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