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EXHIBIT 10.2
EXECUTION COPY
ELEVENTH AMENDMENT TO FOURTH AMENDED
AND RESTATED CREDIT AGREEMENT
This Eleventh Amendment to Fourth Amended and Restated Credit
Agreement dated as of May 15, 1997 (this "Amendment"), is entered into among JPS
TEXTILE GROUP, INC., a Delaware corporation (the "Company"), JPS ELASTOMERICS
CORP., a Delaware corporation ("JEC"), and JPS CONVERTER AND INDUSTRIAL CORP., a
Delaware corporation ("JCIC" and, together with JEC, the "Borrowing
Subsidiaries"), JPS AUTO INC., a Delaware corporation ("JPS Auto"), JPS CARPET
CORP., a Delaware corporation ("JCC"), INTERNATIONAL FABRICS, INC., a Delaware
corporation ("International Fabrics"), the FINANCIAL INSTITUTIONS LISTED ON THE
SIGNATURE PAGES HEREOF (collectively referred to herein, together with their
respective successors and assigns, as the "Senior Lenders" and individually as a
"Senior Lender"), CITIBANK, N.A., in its separate capacity as agent for the
Senior Lenders hereunder (in such capacity, the "Agent"), and GENERAL ELECTRIC
CAPITAL CORPORATION, in its separate capacity as co- agent and collateral agent
for the Senior Lenders (in such capacity, the "Collateral Agent"), and amends
the Fourth Amended and Restated Credit Agreement dated as of June 24, 1994, as
amended by the First Amendment to Fourth Amended and Restated Credit Agreement
dated as of November 4, 1994, the Second Amendment to Fourth Amended and
Restated Credit Agreement dated as of December 21, 1994, the Third Amendment to
Fourth Amended and Restated Credit Agreement dated as of May 31, 1995, the
Fourth Amendment to Fourth Amended and Restated Credit Agreement dated as of
October 28, 1995, the Fifth Amendment to Fourth Amended and Restated Credit
Agreement dated as of May 6, 1996, the Sixth Amendment to Fourth Amended and
Restated Credit Agreement dated as of May 15, 1996, the Seventh Amendment to
Fourth Amended and Restated Credit Agreement dated as of July 22, 1996, the
Eighth Amendment to Fourth Amended and Restated Credit Agreement dated as of
September 6, 1996, the Ninth Amendment to Fourth Amended and Restated Credit
Agreement dated as of February 21, 1997 and the Tenth Amendment to Fourth
Amended and Restated Credit Agreement dated as of April 29, 1997 (as so amended,
the "Credit Agreement"), entered into among the Company, the Borrowing
Subsidiaries, the Senior Lenders, the Agent and the Collateral Agent.
Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to them in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Company and the Borrowing Subsidiaries have
requested the Agent, the Collateral Agent and the Senior Lenders (i) to amend
the definition of "Revolving Credit Termination Date" to extend the Revolving
Credit Termination Date
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(in the absence of a commencement of the Case or a termination of the
Commitments pursuant to Sections 9.02(a) or 11.13 of the Credit Agreement) from
May 16, 1997 to July 16, 1997 and (ii) to amend Section 7.05 of the Credit
Agreement to change the limitation on the amount of dividends or loans that may
be made by the Borrowing Subsidiaries to the Company for the purposes specified
in such section;
NOW, THEREFORE, in consideration of the above premises, the
Company, the Borrowing Subsidiaries, the other Subsidiaries of the Company party
hereto, the Senior Lenders party hereto, the Agent and the Collateral Agent
agree as follows:
SECTION 1. Amendment to the Credit Agreement. The
Credit Agreement is, effective as determined pursuant to
Section 3 hereof, hereby amended as follows:
1.011 Section 1.01 of the Credit Agreement is amended by
deleting the definition of "Revolving Credit Termination Date" in its entirety
and substituting the following definition therefor:
"Revolving Credit Termination Date" shall mean the
earlier of (i) July 16, 1997 and (ii) the date of termination of the
Commitments pursuant to Section 9.02(a) or Section 11.13; provided,
however, that in the event the Company commences the Case, the
"Revolving Credit Termination Date" shall mean the earliest to occur of
(x) November 1, 1997, (y) the Effective Date of Reorganization and (z)
the date of termination of the Commitments pursuant to Section 9.02(a)
or Section 11.13.
1.012 Section 7.05 of the Credit Agreement is amended by
deleting the proviso at the end of such section and replacing it with the
following:
provided, however, that in no event shall the aggregate amount of
dividends or distributions made pursuant to clauses (b), (c), (d), (e)
and, solely after the commencement of the Case, (g) of this Section
7.05, together with any loans for the purposes specified in such
clauses made by the Borrowing Subsidiaries to the Company pursuant to
Section 7.01(ix), exceed $5,000,000 during the term of the Revolving
Credit Facility.
1.013 Section 7.06 of the Credit Agreement is amended by
deleting the proviso at the end of clause (i) of the proviso to such section and
replacing it with the following:
provided, however, after the effective date of the Extension Amendment,
the Company shall be only permitted to pay up to $450,000 of the
management fee payable in respect of Fiscal Year 1996 when such fee
becomes due and payable and shall
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not be permitted to pay any remaining portion of such fee
during the term of the Revolving Credit Facility
1.014 Section 8.06 of the Credit Agreement is amended by
deleting the date "May 16, 1997" contained in the proviso to such section added
pursuant to the Tenth Amendment to Fourth Amended and Restated Credit Agreement
dated as of April 30, 1997 and replacing it with the date "July 16, 1997".
SECTION 2. Conditions Precedent to the Effectiveness of this
Amendment. This Amendment shall become effective as of the date hereof on the
date (the "Eleventh Amendment Effective Date") when following conditions
precedent have been satisfied:
1.021 The Agent shall have received this Amendment (executed
by the Company, the Borrowing Subsidiaries, the Senior Lenders, the Agent and
the Collateral Agent), and such other notices, documents and agreements as are
reasonably requested by the Agent or any of the Senior Lenders relating to the
transactions contemplated by this Amendment.
1.022 Each of the representations and warranties made by the
Company or any of the Borrowing Subsidiaries in or pursuant to the Credit
Agreement, as amended by this Amendment, this Amendment, the Collateral
Documents and the other Loan Documents to which the Company or any of the
Borrowing Subsidiaries is a party or by which the Company or any of the
Borrowing Subsidiaries is bound, shall be true and correct in all material
respects on and as of the Eleventh Amendment Effective Date (except for (i) any
such representations and warranties which expressly speak only as of a different
date, (ii) changes permitted or contemplated by the Credit Agreement and (iii)
those representations and warranties applicable to the Company contained in
clauses (e), (k), (l) and (o) of Section 4.01 of the Credit Agreement solely as
a result of the Company's inability to make any payments under the Subordinated
Indebtedness when due).
1.023 No Event of Default or Potential Event of Default shall
have occurred and be continuing on the Eleventh Amendment Effective Date (other
than an Extension Event of Default).
1.024 The Borrowing Subsidiaries shall have paid any fees due
and payable to the Agent, the Collateral Agent and/or the Senior Lenders on or
prior to the Eleventh Amendment Effective Date.
SECTION 3. Representations and Warranties. Each Loan Party
hereby represents and warrants to the Senior Lenders that (a) as of the date
hereof no Event of Default or Potential Event of Default (other than an
Extension Event of Default) shall have occurred and be continuing and (b) all of
the representations and warranties of the Loan Parties contained in subsections
4.01(a)
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through (dd) of the Credit Agreement and in any other Loan Document continue to
be true and correct as of the date of execution hereof in all material respects,
as though made on and as of such date (except for (i) any such representations
and warranties which expressly speak only as of a different date, (ii) changes
permitted or contemplated by the Credit Agreement and (iii) those
representations and warranties referred to in clause (iii) of Section 2.02
hereof).
SECTION 4. Reference to and Effect on the Loan
Documents.
1.041 Upon the effectiveness of this Amendment, on and after
the date hereof, each reference in the Credit Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of like import, and each reference in
the other Loan Documents to the Credit Agreement, shall mean and be a reference
to the Credit Agreement as amended hereby.
1.042 Except as specifically amended above, all of the terms
of the Credit Agreement and all other Loan Documents shall remain unchanged and
in full force and effect.
1.043 The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Senior Lender, the Agent or the Collateral
Agent under the Credit Agreement or any of the Loan Documents, nor constitute a
waiver of any provision of the Credit Agreement or any of the Loan Documents.
SECTION 5. Releases. In further consideration of the Senior
Lenders' execution of this Amendment, each of the Company, the Borrowing
Subsidiaries and each of the other Subsidiaries of the Company party hereto
hereby releases the Agent, the Collateral Agent and the Senior Lenders and their
respective affiliates, officers, employees, directors, agents and attorneys
(collectively, the "Releasees") from any and all claims, demands, liabilities,
responsibilities, disputes, causes of action (whether at law or equity) and
obligations of every nature whatsoever, whether liquidated or unliquidated,
known or unknown, matured or unmatured, fixed or contingent, that the Company or
any of the Borrowing Subsidiaries may have against the Releasees which arise
from or relate to any actions or inactions that the Releasees may have taken
prior to the date hereof with respect to the Obligations, any Collateral, the
Credit Agreement, any Loan Document and any third parties liable in whole or in
part for the Obligations. For purposes of the release contained in this section,
the terms "Company," and "Borrowing Subsidiary" shall mean and include the
Company's and each Borrowing Subsidiary's respective successors and assigns,
including, without limitation, any trustees acting on behalf of such parties.
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SECTION 6. Costs and Expenses. Each Borrowing Subsidiary
agrees to pay on demand in accordance with the terms of Section 11.03 of the
Credit Agreement all costs and expenses of the Agent and the Collateral Agent in
connection with the preparation, reproduction, execution and delivery of this
Amendment, including the reasonable fees and out-of-pocket expenses of Sidley &
Austin, counsel for the Agent with respect thereto.
SECTION 7. Execution in Counterparts. This Amendment may be
executed and delivered in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which taken together shall
constitute one and the same original agreement.
SECTION 8. Consent. By its signature below, each of JPS Auto,
JCC and International Fabrics consents to this Amendment in its capacity as a
guarantor under the JPS Auto Guaranty, the Carpet Guaranty and the International
Fabrics Guaranty, respectively, and each hereby affirms its obligations under
such guaranties and under each of the other Loan Documents to which it is a
party.
SECTION 9. Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the
State of New York.
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SECTION 10. Headings. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
IN WITNESS WHEREOF, this Amendment has been duly executed on
the date set forth above.
JPS TEXTILE GROUP, INC.
By: /s/ Xxxxx X. Xxxxxx
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Title: EVP-Finance & Secretary
JPS ELASTOMERICS CORP.
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
JPS CONVERTER AND INDUSTRIAL CORP.
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
JPS AUTO INC.
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
JPS CARPET CORP.
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
INTERNATIONAL FABRICS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
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Senior Lenders:
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CITIBANK, N.A., as Agent and as a
Senior Lender
By: /s/ Xxxxxx X. Xxxxxx
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Attorney-in-Fact
GENERAL ELECTRIC CAPITAL
CORPORATION, as Collateral Agent
and as a Senior Lender
By: /s/ Xxxx Luck
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Vice President, being duly
authorized
XXXXXX FINANCIAL, INC.
By: /s/ Xxxxx X. Xxxx
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Title:
THE BANK OF NEW YORK COMMERCIAL
CORPORATION
By: /s/ Xxxxx Xxxxxxxx
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Title:
NATIONSBANK OF GEORGIA, N.A.
By: /s/ Xxxxx X. Xxxx
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Title:
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