Exhibit 99.1
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
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December 16, 1999 is by and among BGF INDUSTRIES, INC., a Delaware corporation
(the "Borrower"), those Domestic Subsidiaries of the Borrower party hereto
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(collectively the "Guarantors"), the several banks and other financial
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institutions party hereto (the "Lenders") and FIRST UNION NATIONAL BANK, a
national banking association, as agent for the Lenders (the "Agent").
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W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement dated as of September 30, 1998
among the Borrower, the Guarantors, the Lenders party thereto and the Agent, as
amended by that certain Syndication Amendment and Assignment dated as of
November 30, 1998 (the "Existing Credit Agreement"), the Lenders have extended
commitments to make certain credit facilities available to the Borrower;
WHEREAS, the Borrower has agreed to a reduction in the Revolving Committed
Amount and to the repayment of any amounts outstanding in excess of such amount
as so reduced and to a change in the amortization of the Term Loan, and the
Lenders have agreed to revise the financial covenants contained in the Existing
Credit Agreement as described herein; and
WHEREAS, the parties hereto have agreed to further amend the Existing
Credit Agreement as set forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in consideration of the
agreements herein contained, the parties hereby agree as follows:
PART I
DEFINITIONS
SUBPART 1.1. Certain Definitions. Unless otherwise defined herein or
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the context otherwise requires, the following terms used in this Amendment,
including its preamble and recitals, have the following meanings:
"Amended Credit Agreement" means the Existing Credit Agreement as
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amended hereby.
"Amendment Effective Date" is defined in Subpart 3.1.
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SUBPART 1.2. Other Definitions. Unless otherwise defined herein or
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the context otherwise requires, terms used in this Amendment, including its
preamble and recitals, have the meanings provided in the Amended Credit
Agreement.
PART II
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Amendment Effective
Date, the Existing Credit Agreement is hereby amended in accordance with this
Part II. Except as so amended, the Existing Credit Agreement shall continue in
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full force and effect.
SUBPART 2.1. Amendments to Section 2.1(a). Section 2.1(a) of the
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Existing Credit Agreement is hereby amended by deleting the words "SEVENTY-
FIVE MILLION DOLLARS ($75,000,000)" and replacing them with the words
"SIXTY MILLION DOLLARS ($60,000,000)". In connection with the foregoing
amendment, each Lender's Revolving Committed Amount is hereby amended as
shown on Schedule I attached hereto.
SUBPART 2.2. Amendment to Section 2.2(b). Section 2.2(b) of the
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Existing Credit Agreement is hereby deleted in its entirety and replaced
with the following:
(b) Repayment of Term Loan. The principal amount of the Term Loan
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shall be repaid in installments, unless accelerated sooner pursuant to
Section 7.2, commencing on December 31, 1999 and ending on September 30,
2004 payable as follows:
Payment Date Amount
December 31, 1999 $10,800,000.00
March 31, 2000 $ 0.00
June 30, 2000 $ 0.00
September 30, 2000 $ 0.00
December 31, 2000 $ 0.00
March 31, 2001 $ 200,000.00
June 30, 2001 $ 988,235.29
September 30, 2001 $ 988,235.29
December 31, 2001 $ 1,411,764.71
March 31, 2002 $ 1,411,764.71
June 30, 2002 $ 1,411,764.71
September 30, 2002 $ 1,411,764.71
December 31, 2002 $ 1,835,294.12
March 31, 2003 $ 1,835,294.12
June 30, 2003 $ 1,835,294.12
September 30, 2003 $1,835,294.12
December 31, 2003 $2,258,823.53
March 31, 2004 $2,258,823.53
June 30, 2004 $2,258,823.53
September 30, 2004 $2,258,823.53
SUBPART 2.3. Amendments to Section 5.9(a). Section 5.9(a) of the
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Existing Credit Agreement is hereby deleted in its entirety and replaced
with the following:
(a) Leverage Ratio. The Leverage Ratio as of the last day of each
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fiscal quarter of the Credit Parties shall be less than or equal to:
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Fiscal Year March 31 June 30 September 30 December 31
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1999 4.75 to 1.0
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2000 4.75 to 1.0 4.75 to 1.0 4.50 to 1.0 4.50 to 1.0
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2001 3.75 to 1.0 3.75 to 1.0 3.75 to 1.0 3.50 to 1.0
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2002 3.50 to 1.0 3.50 to 1.0 3.50 to 1.0 3.25 to 1.0
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Thereafter 3.25 to 1.0
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SUBPART 2.4. Amendments to Schedule 5.9(c). Section 5.9(c) of the
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Existing Credit Agreement is hereby deleted in its entirety and replaced
with the following:
(c) Interest Coverage Ratio. The Interest Coverage Ratio as of the
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last day of each fiscal quarter of the Credit Parties shall be greater than
or equal to:
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Fiscal Year March 31 June 30 September 30 December 31
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1999 2.00 to 1.0
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2000 2.00 to 1.0 2.10 to 1.0 2.10 to 1.0 2.10 to 1.0
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2001 2.50 to 1.0 2.50 to 1.0 2.50 to 1.0 2.75 to 1.0
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2002 2.75 to 1.0 2.75 to 1.0 2.75 to 1.0 3.00 to 1.0
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thereafter 3.00 to 1.0
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PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1. Amendment Effective Date. This Amendment shall be and
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become effective as of the date hereof (the "Amendment Effective Date")
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when all of the conditions set forth in this Part III shall have been
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satisfied, and thereafter this Amendment shall be known, and may be
referred to, as the "Second Amendment."
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SUBPART 3.2. Execution of Counterparts of Amendment. The Agent
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shall have received counterparts (or other evidence of execution, including
telephonic message, satisfactory to the Agent) of this Amendment, which
collectively shall have been duly executed on behalf of each of the
Borrower, the Guarantors, the Agent and the Lenders.
SUBPART 3.3 Payment of Amendment Fee. The Borrower shall have paid
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a fee in connection with this Amendment in an amount equal to 0.125%
multiplied by the aggregate Commitments (as reduced by this Amendment) less
ten million dollars (representing, in part, the payment to be made on
December 31, 1999) for the account of each Lender pro rata according to
such Lender's aggregate Commitment; provided, however, that such fee shall
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be payable only to those Lenders that shall have returned executed
signature pages to this Amendment no later than 4:00 p.m. on Thursday,
December 16, 1999 as directed by the Agent.
SUBPART 3.4 Repayment of Amounts Outstanding. The Borrower shall
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have paid the amount, if any, by which the sum of the aggregate principal
amount of outstanding Revolving Loans plus Swingline Loans plus LOC
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Obligations exceeds the aggregate Revolving Committed Amount, as reduced by
this Amendment, for the account of each Lender according to such Lender's
Revolving Commitment Percentage.
PART IV
MISCELLANEOUS
SUBPART 4.1. Cross-References. References in this Amendment to any
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Part or Subpart are, unless otherwise specified, to such Part or Subpart of
this Amendment.
SUBPART 4.2. Instrument Pursuant to Existing Credit Agreement. This
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Amendment is a Credit Document executed pursuant to the Existing Credit
Agreement and shall (unless otherwise expressly indicated therein) be
construed, administered and applied in accordance with the terms and
provisions of the Existing Credit Agreement.
SUBPART 4.3. References in Other Credit Documents. At such time as
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this Amendment shall become effective pursuant to the terms of Subpart 3.1,
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all references in the Existing Credit Agreement to the "Agreement" and all
references in the other Credit Documents to the "Credit Agreement" shall be
deemed to refer to the Existing Credit Agreement as amended by this
Amendment.
SUBPART 4.4. Representations and Warranties of the Borrower. The
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Borrower hereby represents and warrants that (a) it has the requisite power
and
authority to execute, deliver and perform this Amendment, (b) it is duly
authorized to, and has been authorized by all necessary action, to execute,
deliver and perform this Amendment, (c) the representations and warranties
contained in Article III of the Existing Credit Agreement (as amended by
this Amendment) are true and correct in all material respects on and as of
the date hereof as though made on and as of such date and after giving
effect to the amendments contained herein (except for those which expressly
relate to an earlier date) and (d) no Default or Event of Default exists
under the Existing Credit Agreement on and as of the date hereof and after
giving effect to the amendments contained herein.
SUBPART 4.5. Counterparts. This Amendment may be executed by the
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parties hereto in several counterparts, each of which shall be deemed to be
an original and all of which shall constitute together but one and the same
agreement.
SUBPART 4.6. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A
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CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NORTH
CAROLINA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
SUBPART 4.7. Successors and Assigns. This Amendment shall be
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binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
SUBPART 4.8. Costs and Expenses. The Borrower agrees to pay all
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reasonable costs and expenses of the Agent in connection with the
preparation, execution and delivery of this Amendment, including without
limitation the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, PLLC, and
all previously incurred fees and expenses which remain outstanding on the
Amendment Effective Date.
[The remainder of this page has been left blank intentionally]
Each of the parties hereto has caused a counterpart of this Amendment to be
duly executed and delivered as of the date first above written.
BORROWER: BGF INDUSTRIES, INC., a Delaware
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corporation
By: /s/ Xxxxxxxx X. Xxxxxx
Title: Senior Vice-President
Chief Financial Officer
GUARANTORS: [NONE]
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AGENT AND LENDER: FIRST UNION NATIONAL BANK,
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individually in its capacity as a
Lender and in its capacity as Agent
By: /s/ Xxxxx Xxxx
Title: Senior Vice President
LENDERS: SUNTRUST BANK, ATLANTA
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By: /s/ Xxxxxxx X. Xxxxxxx
Title: Director
BANK OF AMERICA, N.A. (formerly known as
NationsBank, N.A.)
By: /s/ X. Xxxxxxx Parks
Title: Senior Vice President
NATIONAL BANK OF CANADA
By: /s/ Xxxx X. Council IV
Title: Vice President
By: /s/ Xxxxxxx Xxxxxx
Title: Vice President & Manager
[SIGNATURES CONTINUED]
LENDERS (cont'd): WACHOVIA BANK, N.A.
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By: /s/ Xxxx X. Xxxxxxx
Title: Vice President
GMAC COMMERCIAL CREDIT LLC,
Attorney-in-fact and successor-in-interest to
BNY FINANCIAL CORPORATION
By: /s/ Xxxxx Xxxxxxxx
Title: Senior Vice President
COMERICA BANK
By: /s/ Xxx X. Xxxxx
Title: Vice President
COMPAGNIE FINANCIERE DE CIC ET
DE L'UNION EUROPEENNE
By: /s/ Xxxxxx Xxxx
Title: Vice President
By: /s/ E. Longuet
Title: Vice President
NATEXIS BANQUE
By: /s/ Xxxxxx X. van Tulder
Title: Vice President and Manager
Multinational Group
By: /s/ Xxxx Xxxx
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Olivier Perrain
Title: First Vice President
Schedule I
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SCHEDULE OF LENDERS REVOLVING
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COMMITTED AMOUNTS
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Revolving Revolving
Committed Commitment
Lender Amount Percentage
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First Union National Bank $9,120,000.00 15.20000000%
BNY Financial Corporation $6,240,000.00 10.4000000%
Comerica Bank $6,240,000.00 10.4000000%
Credit Lyonnais New York Branch $6,240,000.00 10.40000000%
National Bank of Canada $6,240,000.00 10.00000000%
Bank of America, N.A. $6,240,000.00 10.40000000%
SunTrust Bank, Atlanta $6,240,000.00 10.40000000%
Wachovia Bank, N.A. $6,240,000.00 10.40000000%
Compagnie Financiere De
CIC Et De L'Union
Europpeenne $4,800,000.00 8.0000000%
NATEXIS Banque $2,400,000.00 4.0000000%
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$60,000,000.00 100.00000%
