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EXHIBIT 10(b)
SECOND WAIVER EXTENSION AGREEMENT
THIS SECOND WAIVER EXTENSION AGREEMENT (this "Agreement")
dated as of August 13, 1999, by and among DYERSBURG CORPORATION, a Tennessee
corporation ("Parent"), DYERSBURG FABRICS LIMITED PARTNERSHIP, I, a Tennessee
limited partnership ("DFLP"), UNITED KNITTING LIMITED PARTNERSHIP, I, a
Tennessee limited partnership (UKLP"), IQUE LIMITED PARTNERSHIP, I, a Tennessee
limited partnership ("IQLP"), and ALAMAC KNIT FABRICS, INC., a Delaware
corporation ("Alamac"; Parent, DFLP, UKLP, IQLP and Alamac referred to
collectively herein as the "Borrowers"), the banks and other financial
institutions listed on the signature pages hereof (such banks and other
financial institutions referred to collectively herein as the "Lenders"),
SUNTRUST BANK, ATLANTA, in its capacity as agent for the Lenders (the "Agent"),
and SUNTRUST BANK, ATLANTA, in its capacity as collateral agent for the Agent
and the Lenders (the "Collateral Agent").
W I T N E S S E T H:
WHEREAS, the Borrowers, the Lenders, the Agent and the
Collateral Agent are parties to a certain Credit Agreement dated as of August
27, 1997, as amended by Amendment No. 1 to Credit Agreement dated as of
September 26, 1997, as amended by Amendment No. 2 to Credit Agreement dated as
of July 23, 1998, as amended by Amendment No. 3 to Credit Agreement and Waiver
dated as of April 19, 1999, and as amended by Amendment No. 4 to Credit
Agreement and Waiver Extension Agreement dated as of June 18, 1999 (as so
amended, the "Credit Agreement"; defined terms used herein without definition
shall have the meanings ascribed to such terms in the Credit Agreement);
WHEREAS, pursuant to the terms of the Amendment No. 3 to
Credit Agreement and Waiver and the Amendment No. 4 to Credit Agreement and
Waiver Extension Agreement referred to above, Lenders constituting the Required
Lenders under the Credit Agreement agreed to waive compliance with certain
financial covenants for the Parent's Fiscal Quarters ending April 3, 1999 and
July 3, 1999, for a period through August 13, 1999; and
WHEREAS, the Borrowers have requested that the foregoing
waivers be extended through August 31, 1999;
NOW, THEREFORE, for and in consideration of the mutual
covenants 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:
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SECTION 1. EXTENSION OF WAIVER. Subject to the satisfaction of
the conditions precedent set forth in Section 3 hereof, and effective as of the
Effective Date, the Required Lenders hereby agree to waive, for the period from
April 3, 1999 through August 31, 1999, any Default or Event of Default existing
or occurring under the Credit Agreement by reason of the Consolidated Companies'
failure to maintain, as of the last day of the Fiscal Quarters of Parent ending
April 3, 1999 and July 3, 1999, respectively, the minimum Fixed Charge Coverage
Ratio as required by Section 7.09(a) of the Credit Agreement, the minimum
Interest Coverage Ratio as required by Section 7.09(b) of the Credit Agreement,
and the maximum Adjusted Funded Debt Coverage Ratio as required by Section
7.09(c) of the Credit Agreement; provided, however, that the foregoing waiver
shall be limited in all respects solely to such period of time, and the
requirements to maintain the minimum Fixed Charge Coverage Ratio, the minimum
Interest Coverage Ratio, and maximum Adjusted Funded Debt Coverage Ratio as set
forth in Section 7.09(a), (b) and (c), shall be and remain in full force and
effect upon the expiration of the foregoing waiver.
SECTION 2. CONDITIONS OF EFFECTIVENESS. This Agreement shall
become effective as of the date first above written (the "Effective Date") when
this Agreement shall have been executed and delivered by the Borrowers, Lenders
constituting the Required Lenders as provided in the Credit Agreement, the Agent
and the Collateral Agent.
SECTION 3. NO WAIVER, ETC. The Borrowers hereby agree that,
except as otherwise expressly provided in Section 1 hereof, nothing herein shall
constitute a waiver by the Lenders of any Default or Event of Default, whether
known or unknown, which may exist under the Credit Agreement. The Borrowers
hereby further agree that no action, inaction or agreement by the Lenders,
including without limitation, any indulgence, waiver, consent or agreement
altering the provisions of the Credit Agreement which may have occurred with
respect to the non-payment of any obligation under the terms of the Credit
Agreement or any portion thereof, or any other matter relating to the Credit
Agreement, shall require or imply any future indulgence, waiver, or agreement by
the Lenders. In addition, the Borrowers acknowledge and agree that they have no
knowledge of any defenses, counterclaims, offsets or objections against any
Lender with regard to any of the obligations due under the terms of the Credit
Agreement as of the date of this Agreement.
SECTION 4. AFFIRMATION OF COVENANTS. The Borrowers hereby
affirm and restate as of the date hereof all covenants set forth in the Credit
Agreement, as expressly waived hereby, and such covenants are incorporated by
reference herein as if set forth herein directly.
SECTION 5. RATIFICATION OF CREDIT AGREEMENT. Except as
expressly amended and waived herein, all terms, covenants and conditions of the
Credit Agreement and the other Credit Documents shall remain in full force and
effect, and the parties hereto do expressly ratify and confirm the Credit
Agreement as amended herein.
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SECTION 6. BINDING NATURE. This Agreement shall be binding
upon and inure to the benefit of the parties hereto, their respective
successors, successors-in-titles, and permitted assigns.
SECTION 7. COSTS AND EXPENSES. The Borrowers agree to pay on
demand all reasonable costs and expenses of the Agent and the Collateral Agent
in connection with the preparation, execution and delivery of this Agreement and
the other instruments and documents to be delivered hereunder, including,
without limitation, the reasonable fees and out-of-pocket expenses of counsel
for the Agent and the Collateral Agent with respect thereto and with respect to
advising the Agent and the Collateral Agent as to its rights and
responsibilities hereunder and thereunder.
SECTION 8. GOVERNING LAW. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Georgia.
SECTION 9. ENTIRE UNDERSTANDING. This Agreement 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 thereto.
SECTION 10. COUNTERPARTS. This Agreement 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.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement through their authorized officers as of the date first above written.
DYERSBURG CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxxx, Xx.
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Xxxxxxx X. Xxxxxxxxxx, Xx.
Executive Vice President and
Chief Financial Officer
DYERSBURG FABRICS LIMITED
PARTNERSHIP, I, A TENNESSEE LIMITED
PARTNERSHIP
By: Dyersburg Fabrics Inc., its sole general partner
By: /s/ Xxxxxxx X. Xxxxxxxxxx, Xx.
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Xxxxxxx X. Xxxxxxxxxx, Xx.
Executive Vice President and
Chief Financial Officer
UNITED KNITTING LIMITED
PARTNERSHIP, I, A TENNESSEE LIMITED
PARTNERSHIP
By: United Knitting, Inc., its sole general partner
By: /s/ Xxxxxxx X. Xxxxxxxxxx, Xx.
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Xxxxxxx X. Xxxxxxxxxx, Xx.
Secretary and Treasurer
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IQUE LIMITED PARTNERSHIP, I, A
TENNESSEE LIMITED PARTNERSHIP
By: IQUE, Inc., its sole general partner
By: /s/ Xxxxxxx X. Xxxxxxxxxx, Xx.
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Xxxxxxx X. Xxxxxxxxxx, Xx.
Executive Vice President and Chief
Financial Officer
ALAMAC KNIT FABRICS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx, Xx.
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Xxxxxxx X. Xxxxxxxxxx, Xx.
Vice President and Secretary
SUNTRUST BANK, ATLANTA, INDIVIDUALLY
AND AS AGENT AND COLLATERAL AGENT
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Senior Vice President
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FIRST UNION NATIONAL BANK
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Senior Vice President
WACHOVIA BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
CENTURA BANK
By:
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Name:
Title:
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEEN BANK B.A.,
"RABOBANK NEDERLAND", NEW YORK
BRANCH
By:
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Name:
Title:
NATIONAL CITY BANK OF KENTUCKY
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Vice President
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BANK OF AMERICA, N.A.
By:
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Name:
Title:
THE FUJI BANK, LIMITED, NEW YORK
BRANCH
By:
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Name:
Title:
THE BANK OF TOKYO-MITSUBISHI, LTD.
By:
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Name:
Title:
THE CHASE MANHATTAN BANK
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Vice President
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