EXHIBIT (4i)
WAIVER AND MODIFICATION AGREEMENT
DATED NOVEMBER 1, 1996
To SunTrust Bank, Atlanta,
as Agent and each of the
Lenders party to the
Credit Agreement described
below
Re: Credit Facility from SunTrust Bank, Atlanta, individually and as
Agent, NationsBank, N.A., individually and a Lead
Manager and Chemical Bank to Xxxxx Yarns, Inc.
Ladies and Gentlemen:
Reference is hereby made to that certain Third Amended and Restated
Credit Agreement, dated as of March 31, 1995, by and among SunTrust Bank,
Atlanta, individually and as Agent (in such capacity, the "Agent"), and
each of the other financial institutions listed above (collectively
referred to herein as the "Lenders") and Xxxxx Yarns, Inc., a Tennessee
corporation (the "Borrower") (as heretofore amended or modified, the
"Credit Agreement"). All terms used herein without definition shall have
the meanings ascribed to such terms in the Credit Agreement.
Pursuant to Section 9.03(b) of the Credit Agreement, the Borrower is
prohibited from making certain Investments in its Subsidiaries which
Investments exceed $10,000,000 at any one time outstanding after the
Closing Date. The Borrower has requested that the Lenders waive the
restrictions of Section 9.03(b) in order to allow the Borrower to
contribute certain assets and liabilities with such assets having a book
value not exceeding $30,000,000 to one or more wholly-owned Subsidiaries of
the Borrower described on the attachment hereto, with such Subsidiary or
Subsidiaries to assume expressly such accompanying liabilities (the
"Transaction").
Each of the Lenders, by its signature below, hereby consents to the
Transaction upon the express understanding that (i) no Default or Event of
Default will exist under the Credit Agreement either before or after giving
effect thereto, (ii) this letter agreement shall not be deemed to
constitute a consent to any further transfer of such assets, (iii) each
Subsidiary is in compliance with Section 9.02 of the Credit Agreement and
any Intercompany notes or Subsidiary Note Assignments required to be
executed by such Subsidiary pursuant to the Credit Agreement are promptly
executed and delivered to the Agent. In addition, the Lenders, the Agent
and the Borrower hereby agree that Schedule 9.03(b) to the Credit Agreement
is modified to add the information set forth on Schedule 1 attached hereto
thereto simultaneously with any such transfer, with the result that the
Investment described above shall not be included for purposes of
calculating compliance with the $10,000,000 limit set forth in Section
9.03(b).
This letter agreement constitutes the entire understanding of the
parties with respect to the subject matter hereof, and any other prior or
contemporaneous agreements, whether written or oral, with respect thereto
are expressly superseded hereby. This letter agreement is governed by the
laws of the State of Georgia and shall inure to the benefit of, and be
binding upon, the successors and assigns of the Agent, the Lenders and the
Borrower.
This letter agreement shall be deemed to be effective when an executed
counterpart is received by the Agent from the Borrower and the Required
Lenders.
Very truly yours,
XXXXX YARNS, INC.
By: Xxxx X. Xxxxxx
Title: Treasurer
ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:
SUNTRUST BANK, ATLANTA,
individually and as Agent
By: C. Xxx Xxxxxx, Xx.
Title: Vice President
By: Xxxxxx X. Xxxxx
Title: Banking Officer
NATIONSBANK, N.A.
By: X. Xxxxxx Xxxxx
Title: Senior Vice President
CHEMICAL BANK
By: Xxxxx X. Xxxxxxxx
Title: Vice President
SCHEDULE 1
Additional Permitted Investments in Subsidiaries
Name of Subsidiary Amount of Investment
Caro Knit Incorporated:
Investment - October 1, 1996 $ 7,597,195
Investment - November 6, 1996 6,856,555
Total Caro Knit Incorporated $14,453,750
C-Knit Apparel, Inc. - October 1, 1996 $ 2,363,909*
JXM, Inc. (Tarboro Plant) $12,000,000**
Total Additional Permitted Investments
in Subsidiaries: $28,817,659
*Estimated, will be revised when actual investment is available.
**Estimated. Investment is contingent upon possible sale of the Tarboro
Plant to a third party. If sale is not made, assets will be contributed.
