EXHIBIT 10.11
AMENDMENT NO. 5 TO
REVOLVING CREDIT AGREEMENT
THIS AMENDMENT NO. 5 TO REVOLVING CREDIT AGREEMENT dated as of January
14, 1997 (the "Fifth Amendment") amends that certain Revolving Credit Agreement
dated as of November 12, 1992 (the "Original Agreement") by and among Worldtex,
Inc. (as successor to Xxxxxxx & Xxxxx, Inc.) (the "Borrower"), the Banks party
thereto, and NationsBank, N.A. (as successor to NationsBank of North Carolina,
N.A.) ("NationsBank") in its capacity both as the Agent for the Banks (in such
capacity, the "Agent") and as a Bank, as previously amended by Amendment No. 1
to Revolving Credit and Term Loan Agreement dated as of January 15, 1993 (the
"First Amendment"); Amendment No. 2 to Revolving Credit and Term Loan Agreement
dated as of September 30, 1993 (the "Second Amendment"); Amendment No. 3 to
Revolving Credit and Term Loan Agreement dated as of July 15, 1994 (the "Third
Amendment") and Amendment No. 4 to Revolving Credit Agreement dated as of June
13, 1996 (the "Fourth Amendment"). The Original Agreement, as amended by the
First Amendment, the Second Amendment, the Third Amendment and the Fourth
Amendment, is hereinafter collectively referred to as the "Agreement".
Unless otherwise defined in this Fifth Amendment, terms used but not
otherwise defined herein shall have the meaning set forth in the Agreement. In
accordance with Section 8.01 of the Agreement, the Borrower, the Banks and the
Agent hereby agree to amend the Agreement as follows:
1. Section 1.1 of the Agreement is hereby amended to by deleting
the definitions set forth below and restating them as follows:
"Required Banks" means as of any date, a Bank or Banks on
such date having Credit Exposures (as defined below) aggregating
at least 57%, if there are then at least three Banks, or 75%, if
there are then fewer than three Banks, of the aggregate Credit
Exposures of all the Banks. For purposes of the preceding
sentence, the amount of the "Credit Exposure" of each Bank as of
any date shall be equal to the aggregate principal amount of the
Advances plus the aggregate unutilized amounts of such Bank's
Commitment as of such date plus the amount of such Bank's share
of the aggregate undrawn stated amount of outstanding Letters of
Credit and of the reimbursement obligations thereunder as of such
date plus such Bank's share of outstanding drafts created as
Banker's Acceptances by NationsBank as of such date; provided
that, if any Bank shall have failed to pay to NationsBank its
share of any drawing under any Letter of Credit or under any
Advance made with respect to Banker's Acceptances as provided in
Subsection 2.01(c)(vi) such Bank's Credit Exposure attributable
to such Letter of Credit and Banker's Acceptance shall be deemed
to be held by NationsBank for purposes of this definition
"Termination Date" means, with respect to the Extensions of
Credit, the earliest to occur of (a) May 31, 1999, or (b) the
date of the termination in whole of the Commitments pursuant to
Sections 2.03 or 6.01.
2. Section 5.02(h) of the Agreement is hereby amended by adding
the following as clause (xv) and renumbering existing clause (xv) to
become (xvi):
", (xv) loans, advances, indebtedness or other contributions
associated with joint ventures in India and China in an aggregate
amount not to exceed at any time $5,000,000, and"
3. Section 5.02(q) of the Agreement is hereby deleted in its
entirety and replaced with the following:
"(q) Consolidated Adjusted Net Worth. Permit Consolidated
Adjusted Net Worth to be less than the sum of (i) $70,000,000
plus (ii) 50% of Consolidated Net Income for each fiscal quarter
ending after December 31, 1993; provided, however, it is
understood and agreed that Consolidated Net Income will be deemed
to be $0 for purposes of this calculation for any fiscal quarter
in which Consolidated Net Income of the Borrower is a negative
number."
4. Section 5.02(r) of the Agreement is hereby deleted in its
entirety and replaced with the following:
"(r) Consolidated Capital Expenditures. Permit Consolidated
Capital Expenditures made during any fiscal year to exceed
$16,000,000."
5. Fees and Expenses. The Borrower shall pay all reasonable legal
fees and out-of-pocket expenses (including, without limitation, the
reasonable legal fees and expenses of Xxxxx & Xxx Xxxxx, PLLC, special
counsel to NationsBank) incurred by each Bank in connection with the
execution, delivery and enforcement of this Fifth Amendment.
6. Miscellaneous.
--------------
(a) This Fifth Amendment may be executed in any number of
counterparts and by different parties hereto in separate
counterparts, each of which when taken together shall constitute
one and the same agreement.
(b) Except as specifically amended hereby, the Agreement
shall continue in full force and effect in accordance with its
terms, and the Agreement, as amended hereby, is ratified and
confirmed in all respects by the undersigned.
(c) This Fifth Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties have caused this Fifth Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first written above.
WORLDTEX, INC.
By:
-----------------------------------------
Name:
-----------------------------------------
Title:
-----------------------------------------
COMMITTED AMOUNT: NATIONSBANK, N.A., as a Bank and as Agent
-----------------
$15,000,000 By:
-----------------------------------------
Name:
-----------------------------------------
Title:
-----------------------------------------
BANK OF AMERICA ILLINOIS
$15,000,000 By:
-----------------------------------------
Name:
-----------------------------------------
Title:
-----------------------------------------
BANQUE NATIONALE DE PARIS,
HOUSTON AGENCY
$5,000,000 By:
-----------------------------------------
Name:
-----------------------------------------
Title:
-----------------------------------------
