EXHIBIT 4
THE XXXXX GROUP, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of September 7,
1997 (this "AMENDMENT"), and effective as of the Effective Date (as such
term is defined below) is entered into by and among THE XXXXX GROUP, INC.,
a Tennessee corporation, formerly known as Xxxxx Yarns, Inc. (referred to
herein as the "BORROWER"), SUNTRUST BANK, ATLANTA (formerly known as Trust
Company Bank), a Georgia banking corporation, individually and as Agent (in
such capacity, the "AGENT"), NATIONSBANK, N.A. (formerly known as
NationsBank, N.A. (Carolinas)), a national banking association,
individually and as Lead Manager and THE CHASE MANHATTAN BANK, a New York
banking corporation, as successor by merger to Chemical Bank (collectively,
the "LENDERS").
WITNESSETH:
WHEREAS, the Borrower, the Agent and the Lenders are parties to a
certain Third Amended and Restated Credit Agreement dated as of March 31,
1995, as amended by that certain Waiver and First Amendment to Credit
Agreement dated as of February 26, 1996 (as amended, the "CREDIT
AGREEMENT;" all terms used herein without definition shall have the
meanings set forth in the Credit Agreement) wherein the Lenders extended to
the Borrower certain loan facilities;
WHEREAS, the Borrower has requested that the Lenders amend the Credit
Agreement to modify a certain financial covenant;
WHEREAS, Lenders have agreed to such amendment on the terms and
conditions set forth herein;
WHEREAS, the parties wish to amend the Credit Agreement to reflect
these agreements, all upon the terms and subject to the conditions set
forth herein;
NOW, THEREFORE, for and in consideration of the mutual premises
contained herein and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending
to be legally bound, agree as follows:
1. Section 9.11 of the Credit Agreement is hereby amended by deleting
subsection (a) thereof in its entirety and substituting the following
subsection (a) in lieu thereof:
EXHIBIT 4
THE XXXXX GROUP, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT - CONTINUED
"(a) TOTAL DEBT TO TOTAL CAPITALIZATION. Its ratio of Total Debt to
Total Capitalization as of the last day of any fiscal quarter of the
Borrower occurring during the periods set forth below to be greater than
the ratio (expressed as a percentage) set forth opposite such period:
PERIOD RATIO
Closing Date through the last day of
fiscal year 1996 65%
First day of fiscal year 1997 through
the last day of fiscal year 1997 65%
First day of fiscal year 1998 through
the last day of fiscal year 1998 62.5%
First day of fiscal year 1999 through
the last of fiscal year 1999 60.0%
First day of fiscal year 2000 and
thereafter 57.5%."
2. The Borrower hereby agrees that nothing herein shall constitute a
waiver by the Lenders of any Default or Event of Default, whether known or
unknown, which may now exist or which may hereafter exist under the Credit
Agreement. The Borrower represents and warrants to the Agent and the
Lenders that as of the date hereof, no Default or Event of Default exists
pursuant to the Credit Agreement which is not expressly waived herein.
3. Except as expressly amended and modified herein, all terms, covenants
and provisions of the Credit Agreement shall remain unaltered and in full
force and effect, and the parties hereto do expressly ratify and confirm
the Credit Agreement as modified herein. As of the Effective Date, all
future references to the Credit Agreement shall be deemed to refer to the
Credit Agreement as amended hereby.
4. Borrower agrees to pay on demand all 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 out-
of-pocket expenses of counsel for the Agent with respect hereto and with
respect to advising the Agent as to its rights and responsibilities
hereunder.
5. This Amendment shall become effective as of September 1, 1997 (the
"EFFECTIVE DATE") on the first day when this Amendment shall have been
executed by the Borrower and the Required Lenders and delivered to the
Agent in its office in Atlanta, Georgia.
6. This Amendment shall be binding upon and inure to the benefit of the
parties hereto, their respective heirs, successors, successors-in-title,
and assigns.
7. This Amendment shall be governed by and construed in accordance with
the laws of the State of Georgia.
EXHIBIT 4
THE XXXXX GROUP, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT - CONTINUED
8. This Amendment sets forth the entire understanding of the parties with
respect to the matters set forth herein, and shall supersede any prior
negotiations or agreements, whether written or oral, with respect hereto.
9. This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts and may be delivered by
telecopier. Each counterpart so executed and delivered shall be deemed an
original and all of which taken together shall constitute but one and the
same instrument.
EXECUTED AND DELIVERED by the duly authorized officers of the parties
hereto under seal as of the day and year first above written.
(CORPORATE SEAL) THE XXXXX GROUP, INC., formerly
known as XXXXX YARNS, INC.
By:/s/XXXX X. XXXXXX
Title: Treasurer
Attest:/s/STARR X. XXXXX
Title: Secretary
SUNTRUST BANK, ATLANTA (formerly
known as Trust Company Bank),
individually and as Agent
By:/s/XXXXXXX X. XXXXXXX
Title: Assistant Vice President
By:/s/XXXXX X. XXXXXX
Title: Group Vice President
NATIONSBANK, N.A. (formerly known
as NationsBank, N.A. (Carolinas)),
individually and as Lead Manager
By:/s/XXXXX X. XXXXXXX
Title: Vice President
THE CHASE MANHATTAN BANK, as
successor by merger to Chemical
Bank
By:/s/XXXXXXXXX XXXXXX
Title: Assistant Vice President
