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EXHIBIT 10.31
AMENDMENT NO. 4
to
FOURTH AMENDED AND RESTATED REVOLVING
CREDIT AND SECURITY AGREEMENT
dated as of October 20, 1995
THIS AMENDMENT NO. 4 dated as of September 27, 1996 is made by and among
Synthetic Industries, Inc., a Delaware corporation (the "Borrower"), The First
National Bank of Boston ("Bank of Boston"), Sanwa Business Credit Corporation
("Sanwa") and SouthTrust Bank of Georgia, N.A. ("SouthTrust" and together with
Bank of Boston and Sanwa, the "Lenders"), and Bank of Boston as agent (the
"Agent") for the Lenders.
Preliminary Statements
The Borrower, the Lenders and the Agent are parties to a Fourth Amended
and Restated Revolving Credit and Security Agreement dated as of October 20,
1995, as amended by Amendment No. 1 dated as of December 1, 1995, Amendment No.
2 dated as of February 14, 1996 and Amendment No. 3 dated as of March 15, 1996
(the "Credit Agreement"; terms defined therein and not otherwise defined herein
being used herein as therein defined).
The Borrower has requested, and the Lenders and the Agent have agreed,
upon and subject to the terms, conditions and provisions of this Amendment, to
amend certain provisions of the Credit Agreement.
NOW, THEREFORE, in consideration of the Credit Agreement, the Loans made
by the Lenders and outstanding thereunder, the mutual promises hereinafter set
forth and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Amendments to Credit Agreement. The Credit Agreement is
hereby amended, subject to the provisions of Section 3 hereof, by
(a) amending Section 10.1 Financial Ratios by amending subsection (a)
Working Capital thereof in its entirety to read as follows:
(a) Working Capital. The ratio of Working Capital Assets of the
Borrower and its Consolidated Subsidiaries to Working Capital
Liabilities of the Borrower and its Consolidated Subsidiaries to be less
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than 2.00 to 1 at any time after the Effective Date and before September
30, 1996, other than as measured at month-end of May and November when
such ratio shall not be less than 1.8 to 1, or less than 1.70 to 1 at
any time on or after September 30, 1996;
(b) amending Section 10.5 Capital Expenditures by (i) amending clauses
(c) and (d) thereof in their entirety to read as follows:
(c) for the fiscal year of the Borrower ending September 30,
1997, $50,000,000;
(d) for the fiscal year of the Borrower ending September 30,
1998, $10,000,000 plus the lesser of $3,000,000 and the amount, if any,
by which $50,000,000 exceeds the actual amount of Capital Expenditures
of the Borrower and its Consolidated Subsidiaries made during the fiscal
year of the Borrower ending September 30, 1997; and
and (ii) adding thereto a new clause (e) to read as follows:
(e) for any fiscal year of the Borrower ending after September
30, 1998, $10,000,000.
(c) further amending Article 10 by adding thereto a new Section 10.18 to
read as follows:
SECTION 10.18. Availability. Permit the excess of the Borrowing
Base over the aggregate principal amount of Revolving Credit Loans
outstanding to be less than $7,000,000 at any time during the fiscal
year of the Borrower ending September 30, 1997.
Section 2. Effectiveness of Amendment. This Amendment shall become
effective as of the date hereof upon receipt by the Agent of the following,
each in form and substance satisfactory to the Agent:
(a) at least seven copies of this Amendment, each duly executed and
delivered by the Borrower and the Majority Lenders,
(b) a certificate of the president or chief financial officer of the
Borrower to the effect that after giving effect to this Amendment, (i) all
representations and warranties of the Borrower set forth in the Credit
Agreement and the other Loan Documents are true and correct on and as of the
date of this Amendment, and (ii) no Default or Event of Default has occurred
and is continuing, and such statements shall be true, and
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(c) such other documents, instruments and certificates as the Agent may
reasonably request in connection with the transactions contemplated by this
Amendment.
Section 3. Effect of Amendment. From and after the effectiveness of
this Amendment, all references in the Credit Agreement and in any other Loan
Document to "this Agreement," "the Credit Agreement," "hereunder," "hereof" and
words of like import referring to the Credit Agreement, shall mean and be
references to the Credit Agreement as amended by this Amendment. Except as
expressly amended hereby, the Credit Agreement and all terms, conditions and
provisions thereof remain in full force and effect and are hereby ratified and
confirmed. The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.
Section 4. Counterpart Execution; Governing Law.
(a) Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by 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 agreement.
(b) Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Georgia.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
SYNTHETIC INDUSTRIES, INC.
[Corporate Seal] By: /s/ XXXXXXX CHILL
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Name: Xxxxxxx Chill
Title: President & CEO
ATTEST:
/s/ XXXXXX XXXXXXXXX
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Xxxxxx Xxxxxxxxx
Secretary
THE FIRST NATIONAL BANK OF
BOSTON, as the Agent and as
a Lender
By: /s/ XXXXXX X. XXXXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxxxx
Title: Division Executive
SANWA BUSINESS CREDIT
CORPORATION
By: /s/ XXXXX X. SKAVIA
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Name: Xxxxx X. Skavia
Title: Vice President
SOUTHTRUST BANK OF GEORGIA,
N.A.
By: /s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
Vice President
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CERTIFICATE AS TO REPRESENTATIONS, WARRANTIES AND DEFAULTS
I, Xxxxxxx Chill, President of Synthetic Industries, Inc., a
Delaware corporation (the "Borrower"), hereby certify in connection with
Amendment No. 4 dated as of September 27, 1996 ("Amendment No. 4") to
the Fourth Amended and Restated Revolving Credit Agreement; terms
defined therein unless otherwise defined herein, being used herein as
therein defined) among the Borrower, the "Lenders" named therein and The
First National Bank of Boston, as agent for the Lenders, that, to the
best of my knowledge and based on an examination sufficient to enable me
to make an informed statement:
(i) all of the representations and warranties made or deemed
to be made under the Credit Agreement and any other Loan
Document are true and correct as of the date hereof, both
before and after giving effect to Amendment No. 4, and
(ii) no Default or Event of Default has occurred and is
continuing as of the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal to the
Borrower this 27th day of September, 1996.
/s/ XXXXXXX CHILL
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Xxxxxxx Chill
President
