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5THAMEND.DOC
EXHIBIT 10(o) - FIFTH AMENDMENT TO CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT dated as of September 13, 1996 by
and among XXXX INDUSTRIES, INC., a corporation organized under the laws of the
State of Georgia (the "Borrower"), the Lenders appearing on the signature pages
hereof (the "Lenders") and NATIONSBANK, N.A. (SOUTH), as Agent (the "Agent").
WHEREAS, the Borrower, the Lenders and the Agent entered into that certain
Credit Agreement dated as of November 30, 1994, as amended by that certain First
Amendment to Credit Agreement dated as of February 28, 1995, as further amended
by that certain Second Amendment to Credit Agreement dated as of May 3, 1995, as
further amended by that certain Third Amendment to Credit Agreement dated as of
September 30, 1995 and as further amended by a Fourth Amendment to Credit
Agreement dated as of December 30, 1995 (as so amended, the "Credit Agreement"),
pursuant to which the Lenders made certain financial accommodations available to
the Borrower;
WHEREAS, the Borrower has requested that the Lenders and the Agent amend
the Credit Agreement on the terms and conditions set forth herein; and
WHEREAS, the Lenders and the Agent are willing to so amend the Credit
Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties, the parties hereto
agree as follows:
Section 1. Specific Amendment to Credit Agreement. The Credit
Agreement is hereby amended as follows:
(a) Pursuant to Section 2.16 of the Credit Agreement, the Borrower
has requested, and the Agent and each Lender, by executing this Fifth
Amendment, have agreed to, the extension of the then current Termination
Date from December 31, 1998 to December 31, 1999. Accordingly, the
Termination Date is hereby so extended and each party hereto hereby waives
any further rights to give or receive any further notice or right to
consider or consent to such extension as may be provided for in Section
2.16.
(b) The pricing grid set forth in the definition of "Applicable
Margin" is hereby amended by deleting the existing grid in its entirety
and substituting in lieu thereof the following:
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Consolidated Funded Applicable Margin Applicable
Debt/EBITDA Ratio for Base Rate Loans Margin for LIBOR
Loans
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Greater than 3.25 to 1.00 0% 0.475%
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---------------------------------- ------------------
Less than or equal to 3.25 to
1.00 but greater than 2.75 to 0% 0.350%
1.00
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Less than or equal to 2.75 to
1.00 but greater than 2.25 to 0% 0.220%
1.00
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Less than or equal to 2.25 to 0% 0.150%
1.00
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(c) The facility fee grid set forth in Section 3.07 of the Credit
Agreement is hereby amended by deleting the existing grid in its entirety
and substituting in lieu thereof the following:
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Consolidated Funded Debt/EBITDA Ratio Facility Fee
Percentage
-----------------------
------------------------------------------------
Greater than 2.75 to 1.00 0.15%
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-----------------------
Less than or equal to 2.75 to 1.00 0.10%
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(d) Section 8.01(b) of the Credit Agreement is hereby amended by
deleting each reference to "July 2, 1994" contained therein and
substituting in lieu thereof a reference to "June 29, 1996".
(e) Section 8.01(c) of the Credit Agreement is hereby amended by
deleting such Section in its entirety and substituting in lieu thereof the
following:
"(c) Funded Debt to EBITDA Ratio. Permit, as of the
end of each fiscal quarter of the Borrower, the Funded
Debt/EBITDA Ratio to be greater than 3.50 to 1.00."
(f) Section 8.02 of the Credit Agreement is hereby amended by
inserting the following subparagraph at the end thereof as an additional
permitted Indebtedness:
"(l) (i) the incurrence by Carpets International (UK) PLC, a
company incorporated in England and Wales and a wholly-owned
Subsidiary of the Borrower ("Carpets"), of a $125,000,000
multicurrency revolving credit facility under and pursuant to that
certain Credit Agreement dated on or about September 13, 1996 by and
among Carpets, the Borrower, the Banks from time to time a party
thereto, NationsBank, N.A. London Branch, as Agent of NationsBanc
Capital Markets International, Limited, as Arranger, as the same may
be amended, supplemented or modified from time to time (the "UK
Credit Agreement") and (ii) the full, absolute and unconditional
Guaranty by the Borrower of the indebtedness and obligations of
Carpets under the UK Credit Agreement and the other documents and
instruments executed and delivered by Carpets in connection
therewith."
Section 2. Effectiveness of Amendment. This Fifth Amendment, and the
amendment effected hereby, shall not be effective until the following conditions
precedent to effectiveness shall be satisfied (or waived by all of the Lenders):
(a) this Fifth Amendment shall be executed and delivered by the
Borrower, the Agent and all of the Lenders; and
(b) the Agent shall have received a certificate from the Senior Vice
President of Finance or the Treasurer of the Borrower certifying that, after
giving effect to the amendment contemplated hereby, no Default or Event of
Default under the Credit Agreement exists.
Section 3. Reaffirmation of Representations and Warranties.
(a) In order to induce the Agent and the Lenders to enter into this Fifth
Amendment, the Borrower hereby reaffirms each of the representations and
warranties of the Borrower contained in the Credit Agreement as of the date
hereof except for either: (i) the occurrence of any event that would render such
representations or warranties untrue, but that is expressly permitted by the
terms of the Credit Agreement or which would not cause an Event of Default under
the Credit Agreement or (ii) the occurrence of any event that would render such
representations or warranties untrue but that previously has been disclosed in
writing to the Lenders.
(b) After giving effect to the amendment and the waiver set forth herein,
the Borrower represents and warrants to the Agent and the Lenders that no
Default or Event of Default has occurred and is continuing under the Credit
Agreement.
(c) The execution, delivery and performance of this Fifth Amendment by the
Borrower does not require the consent of any other Person under any document,
instrument or agreement to which the Borrower is a party or under which the
Borrower is bound.
Section 4. References to the Credit Agreement. Each reference to the
Credit Agreement in any of the Loan Documents shall be deemed to be a reference
to the Credit Agreement, as amended by this Fifth Amendment, and as the same may
be further amended, restated, supplemented or otherwise modified from time to
time in accordance with Section 11.07 of the Credit Agreement.
Section 5. Benefits. This Fifth Amendment shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective
successors and assigns.
Section 6. GOVERNING LAW. THIS FIFTH AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.
Section 7. Effect. Except as expressly herein amended, the terms and
conditions of the Credit Agreement shall remain in full force and effect
without amendment or modification, express or implied.
Section 8. Counterparts. This Fifth Amendment may be executed in any
number of counterparts, each of which shall be deemed to be an original and
shall be binding upon all parties, their successors and assigns.
Section 9. Definitions. All capitalized terms which are used herein
and not otherwise defined herein shall have the meanings given such terms as
set forth in the Credit Agreement.
[Signatures Contained on Following Page]
[Signature Page to Fifth Amendment to Credit Agreement dated
as of September 13, 1996 with Xxxx Industries, Inc.]
IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to
Credit Agreement to be executed under seal by their duly authorized officers as
of the date first above written.
THE BORROWER:
XXXX INDUSTRIES, INC.
By:______________________________
Title:______________________
THE AGENT:
NATIONSBANK, N.A. (SOUTH), as Agent
By:______________________________
Title:______________________
[Signatures Continued on Next Page]
[Signature Page to Fifth Amendment to Credit Agreement dated
as of September 13, 1996 with Xxxx Industries, Inc.]
THE LENDERS:
NATIONSBANK, N.A. (SOUTH)
By:______________________________
Title:_____________________
SUNTRUST BANK, ATLANTA
By:______________________________
Title:______________________
By:______________________________
Title:______________________
WACHOVIA BANK OF GEORGIA, N.A.
By:_______________________________
Title:______________________
