Exhibit 10(e)
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FOURTH AMENDMENT
TO REVOLVING CREDIT AND
GUARANTY AGREEMENT
FOURTH AMENDMENT, dated as of April 29, 2002 (the "Amendment"), to the
REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of March 13, 2002, among
XXXXXXXX XXXXX, INC., a Delaware corporation (the "Borrower"), a debtor and
debtor-in-possession under Chapter 11 of the Bankruptcy Code, the Guarantors
named therein (the "Guarantors"), WACHOVIA BANK, NATIONAL ASSOCIATION, formerly
known as First Union National Bank, a national banking corporation ("Wachovia"),
each of the other financial institutions from time to time party thereto
(together with Wachovia, the "Lenders") and Wachovia, as Agent for the Lenders
(in such capacity, the "Agent")::
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantors, the Lenders and the Agent are
parties to that certain Revolving Credit and Guaranty Agreement, dated as of
March 13, 2002 (as amended by that certain First Amendment, dated as of April 2,
2002, that certain Second Amendment, dated as of April 23, 2002, that certain
Third Amendment, dated as of April 23, 2002, and as the same may be amended,
modified or supplemented from time to time, the "Credit Agreement"); and
WHEREAS, the Borrower and the Guarantors have requested that from and
after the Effective Date (as hereinafter defined) of this Amendment, the Credit
Agreement be amended subject to and upon the terms and conditions set forth
herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. As used herein, all terms that are defined in the Credit Agreement
shall have the same meanings herein.
2. Section 5.01(q) of the Credit Agreement is hereby amended by
replacing the date "April 29, 2002" with the date "May 8, 2002" where such date
appears therein.
3. This Amendment shall be effective as of the date first written above
(the "Effective Date") upon execution by the Borrower, the Guarantors and
Required Lenders, and the Agent having received evidence satisfactory to it of
such execution.
4. Except to the extent hereby amended, the Credit Agreement and each
of the Loan Documents remain in full force and effect and are hereby ratified
and affirmed.
5. The Borrower agrees that its obligations set forth in Section 10.05
of the Credit Agreement shall extend to the preparation, execution and delivery
of this Amendment, including the reasonable fees and disbursements of counsel to
the Agent.
6. This Amendment shall be limited precisely as written and shall not
be deemed (a) to be a consent granted pursuant to, or a waiver or modification
of, any other term or condition of the Credit Agreement or any of the
instruments or agreements referred to therein or (b) to prejudice any right or
rights which the Agent or the Lenders may now have or have in the future under
or in connection with the Credit Agreement or any of the instruments or
agreements referred to therein. Whenever the Credit Agreement is referred to in
the Credit Agreement or any of the instruments, agreements or other documents or
papers executed or delivered in connection therewith, such reference shall be
deemed to mean the Credit Agreement as modified by this Amendment.
7. This Amendment may be executed in any number of counterparts and by
the 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 but one and the same instrument. A fax copy of a
counterpart signature page shall serve as the functional equivalent of a
manually executed copy for all purposes.
8. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and the year first written.
BORROWER:
XXXXXXXX XXXXX, INC.
By:______________________________________
Title:______________________________
GUARANTORS:
CURTAINS AND FABRICS, INC.
GOLD XXXXX, INC.
RASCHEL FASHION INTERKNITTING, LTD.
GFD FABRICS, INC.
GFD SERVICES, INC.
MEXICAN INDUSTRIES OF NORTH
CAROLINA, INC.
XXXXXXX LACES, LTD.
ADVISORY RESEARCH SERVICES, INC.
XXXXXXXX XXXXX (MICHIGAN), INC.
GUILFORD AIRMONT, INC.
GOLD MILL FARMS, INC.
GMI COMPUTER SALES, INC.
TWIN RIVERS TEXTILE PRINTING AND FINISHING
By: Advisory Research Services, Inc.
a General Partner
By:______________________________________
Title:______________________________
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AGENT AND LENDERS:
WACHOVIA BANK, NATIONAL ASSOCIATION,
formerly known as First Union National Bank,
Individually and as Agent
By:______________________________________
Title:______________________________
BANK ONE, N.A.,
as a Lender
By:______________________________________
Title:______________________________
BRANCH BANKING AND TRUST COMPANY,
as a Lender
By:______________________________________
Title:______________________________
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