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EXHIBIT 4.47
SIXTH AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the
"Amendment"), dated this 7th day of August, 1998, is made by and between
INSTEEL INDUSTRIES, INC., a North Carolina corporation (the "Borrower"), and
FIRST UNION NATIONAL BANK, a national banking association (the "Bank"), and
amends the Amended and Restated Credit Agreement, dated January 26, 1996, as
amended by First Amendment thereto, dated April 11, 1997, by Second Amendment
thereto, dated as of April 30, 1997, by Third Amendment thereto, dated November
17, 1997, by Fourth Amendment thereto, dated January 6, 1998, and by Fifth
Amendment thereto, dated as of March 27, 1998 (the Amended and Restated Credit
Agreement, as amended, modified, restated or supplemented from time to time,
being hereinafter referred to as the "Credit Agreement"). All capitalized terms
used herein without definition shall have the meanings ascribed to such terms
in the Credit Agreement.
RECITALS
A. Pursuant to the Credit Agreement, the Bank has made available to the
Borrower a Revolving Line of Credit in the amount of $60,000,000 and a Letter
of Credit Facility in the amount of $5,000,000.
B. Borrower has requested that the Bank (i) amend the definition of
Applicable Margin (as defined in the Loan Agreement) and (ii) amend the
financial covenant contained in Section 8.16 of the Loan Agreement.
C. The Bank has agreed to such requests and the Borrower and the Bank
have therefore agreed to amend the Credit Agreement as set forth herein.
STATEMENT OF AGREEMENT
NOW, THEREFORE, for and in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
expressly acknowledged, the Borrower and the Bank hereby agree as follows:
ARTICLE I
AMENDMENTS TO CREDIT AGREEMENT
The Credit Agreement, upon receipt of the amendment fee described below,
is amended as follows:
1.1 Defined Terms. Section 1.1 of the Credit Agreement is amended by
deleting the definition of "Applicable Margin" in its entirety and by
substituting in lieu thereof the following:
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EXHIBIT 4.47
"Applicable Margin" shall mean, on and after June 27, 1998, the
marginal rate of interest and the marginal facility fee rate which shall be
paid by Borrower which shall be equal to, in the case of the LIBOR Rate,
two percent (2%), and, in the case of the facility fee, three-eighths of
one percent (0.575%).
1.2 Amendment Fee. A new Section 4.8, Amendment Fee, is added as follows:
"4.8 Amendment Fee. Borrower shall pay to Bank an amendment fee of
$81,250, which shall be fully earned and non-refundable on the date of the
execution by Borrower of the Sixth Amendment to this Agreement and shall be
paid concurrently with the execution and delivery of the same by Borrower."
1.3 Negative Covenants. Section 8.16, Funded Debt TO EBITDA Ratio, is
amended in its entirety to read as follows:
"8.16 Funded Debt TO EBITDA Ratio. Permit the Funded Debt to EBITDA
Ratio to be greater than (a) 5.0 to 1.0 for the four (4) Fiscal Quarters
ending June 27, 1998 and (b) 3.5 to 1.0 at the end of each Fiscal Quarter
thereafter for the four (4) Fiscal Quarters then ended."
ARTICLE II
REPRESENTATIONS AND WARRANTIES
The Borrower hereby represents and warrants to the Bank that:
2.1 Acknowledgment of Obligations. As of the close of business on August
5, 1998, the aggregate principal amount of Revolving Loans owing by the
Borrower was in the sum of $40,206,999.99, the aggregate amount of Letter of
Credit Obligations owing by the Borrower was in the sum of $3,271,436.95, and
the aggregate amount of Bankers' Acceptance Obligations owing by the Borrower
was in the sum of $-0-, and that all such Obligations are due and owing by the
Borrower to the Bank without any defense, deduction, offset or counterclaim of
any nature.
2.2 Compliance With the Credit Agreement. As of the execution of this
Amendment, the Borrower is in compliance with all of the terms and provisions
set forth in the Loan Documents to be observed or performed by the Borrower,
except where the failure of the Borrower to comply has been waived in writing
by the Bank.
2.3 Representations in Credit Agreement. The representations and
warranties of the Borrower set forth in the Credit Agreement are true and
correct in all material respects.
2.4 No Event of Default. No Default or Event of Default exists.
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EXHIBIT 4.47
ARTICLE III
MODIFICATION OF LOAN DOCUMENTS
3.1 Loan Documents. Any individual or collective reference to any of the
Loan Documents shall hereafter mean such Loan Document as amended by this
Amendment, and as further amended, restated, supplemented or modified from time
to time, including, without limitation, all references to the Credit Agreement,
which shall mean the Credit Agreement as amended hereby and as further amended
from time to time.
ARTICLE IV
GENERAL
4.1 Full Force and Effect. Except as expressly amended hereby, the Credit
Agreement and the other Loan Documents shall continue in full force and effect
in accordance with the provisions thereof. As used in the Credit Agreement and
the other Loan Documents, "hereinafter", "hereto", "hereof", or words of
similar import, shall mean the Credit Agreement or the other Loan Documents, as
the case may be, as amended by this Amendment.
4.2 Applicable Law. This Amendment shall be governed by and construed in
accordance with the internal laws and judicial decisions of the State of North
Carolina.
4.3 Headings. The headings of this Amendment are for the purpose of
reference only and shall not effect the construction of this Amendment.
4.4 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, THE BORROWER AND THE BANK EACH WAIVE THE RIGHT TO A JURY TRIAL IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT, THE CREDIT
AGREEMENT OR THE OTHER LOAN DOCUMENTS.
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EXHIBIT 4.47
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered under seal by their duly authorized officers to be
effective as of the date first above written.
ATTEST: INSTEEL INDUSTRIES, INC.
/s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------- ------------------------------
__________ Secretary Title: Chief Financial Officer
and Treasurer
[CORPORATE SEAL]
[SEAL] FIRST UNION NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxx, Xx.
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Title: Vice President
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