Exhibit 10.2
FOURTH AMENDMENT TO
CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT ("Fourth Amendment") is dated as
of May 16, 2005, by and among Xxxxxxx Fabrics, Inc. ("Borrower"); and Xxxxxxx
Fabrics of Mi, Inc., HF Merchandising, Inc., HF Resources, Inc., HF Enterprises,
Inc., Xxxxxxx Fabrics, LLC and XxxxxxxXxxxxxx.xxx, Inc. ("Guarantors"); Union
Planters Bank, National Association ("Union Planters"); and BancorpSouth Bank
("Bancorp").
RECITALS
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The parties hereto, along with Wachovia Bank, N.A. ("Wachovia"), executed
that certain Credit Agreement ("Credit Agreement") dated as of April 16, 1999.
The Credit Agreement provided for a revolving credit facility in the
principal amount of Sixty Million and No/100 Dollars ($60,000,000.00).
The Credit Agreement was amended by that certain First Amendment to Credit
Agreement dated March 26, 2002, by and among Borrower, Union Planters and
Bancorp (the "First Amendment").
Pursuant to the First Amendment, Union Planters agreed to serve as Agent
under the terms of the Credit Agreement, the amount of the revolving credit
facility was reduced to $25,000,000.00 and South Trust Bank and Wachovia ceased
participation in the credit facility.
The Credit Agreement was further amended by that certain Second Amendment,
whereby, among other things, the Termination Date of the Credit Agreement was
extended to March 26, 2007 and the Guarantors agreed to unconditionally
guarantee the obligation of Borrower to Union Planters and Bancorp.
The Credit Agreement was further modified by that certain Third Amendment,
whereby, among other things, Section 5.06 "Fixed Charges Coverage" was amended.
Borrower will not be in compliance with the loan covenants set forth in
Sections 5.03 and 5.06 of the Credit Agreement for the first quarter of fiscal
year 2005, and Borrower has requested that compliance with those loan covenants
be waived.
Union Planters and Bancorp have agreed to waive compliance with the Credit
Agreement upon the terms and conditions hereafter set forth.
The parties have agreed to execute this Fourth Amendment to set forth their
understandings.
NOW, THEREFORE, the parties do mutually covenant and agree as follow
1. Waiver. Compliance by Borrower with the loan covenants contain in Sections
5.03 and 5.06 is hereby waived by Lender with respect to the Borrower's first
fiscal quarter ending April 30, 2005. This shall constitute a one-time only
waiver of the aforementioned loan covenants and shall not be deemed to be an
ongoing amendment to the Credit Agreement.
2. Terms of Credit Agreement. All terms under the Credit Agreement, as
previously amended, and related loan documents shall remain in full force and
effect and are hereby reaffirmed by Borrower and incorporated herein by
reference as if fully set forth. Failure on the part of Borrower to comply with
the terms of the Credit Agreement, including failure to comply with Section 5.03
and 506, except as set forth above, shall constitute an Event of Default as set
forth in Section 6.01 of the Credit Agreement. Borrower specifically affirms
that all representations and warranties made pursuant to Article IV of the
Credit Agreement as well as all covenants, other than as set forth herein, made
pursuant to Article V of the Credit Agreement, not previously amended, are true
and accurate as if made as of the date hereof.
3. Capitalized Terms. Except as otherwise set forth herein, all capitalized
terms shall have the meanings as set forth in the Credit Agreement, as amended.
4. Binding Agreement. This Fourth Amendment to the Credit Agreement shall be
binding upon and inure to the benefit of the parties hereto, their respective
heirs, next of kin, successors, permitted assigns, transferees and grantees.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to
the Credit Agreement to be duly executed by their respective authorized officers
as of the day and year first above written.
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XXXXXXX FABRICS, INC.
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Title: Executive Vice President and Chief
Financial Officer
0 Xxxxxxx Xxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxx
Telecopy number
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Telephone number
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3
XXXXXXX FABRICS OF MI, INC.
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Title: Vice-President
--------------------------------
0 Xxxxxxx Xxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxx
Telecopy number
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Telephone number
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4
HF MERCHANDISING, INC.
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Title: Vice-President
---------------------------------
0 Xxxxxxx Xxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxx
Telecopy number
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Telephone number
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5
HF RESOURCES, INC.
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Title: Vice-President
---------------------------------
0 Xxxxxxx Xxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxx
Telecopy number
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Telephone number
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6
HF ENTERPRISES, INC.
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Title: Vice-President
--------------------------------
0 Xxxxxxx Xxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxx
Telecopy number
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Telephone number
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7
XXXXXXX FABRICS, L.L.C.
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Title: Vice-President
--------------------------------
0 Xxxxxxx Xxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxx
Telecopy number
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Telephone number
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8
XxxxxxxXxxxxxx.xxx, INC.
By: /s/ B. Xxxxxxx Xxxxxxxx
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Title: President
------------------------------
0 Xxxxxxx Xxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxx
Telecopy number
----------------------
Telephone number
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9
Commitment UNION PLANTERS BANK,
$20,000,000.00 NATIONAL ASSOCIATION
By: /s/ Coney Burgess
--------------------------
Title: Vice-President
------------------------
Lending Office
--------------
0000 Xxxxxx Xxxxxx
XX0
Xxxxxxx, Xxxxxxxxx 00000
Attention: Coney Burgess
Telecopy number: (000) 000-0000
Telephone number: (000) 000-0000
10
Commitment BANCORPSOUTH BANK
$5,000,000.00
By: /s/ Xxx Xxxxxxxxxx
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Title: Executive Vice President
----------------------------
Lending Office
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Xxx Xxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxx 00000
Attention:
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Telecopy number:
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Telephone number:
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