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EXHIBIT 10.24
AMENDMENT NO. 2
TO
CREDIT AGREEMENT
AMENDMENT NO. 2 dated as of February 28, 1997 by and among Xxxxxxxx
Industries, Inc., a Delaware Corporation ("Xxxxxxxx"), Xxxxxxxx Industries
Alabama, Inc., an Alabama corporation formerly known as Opp and Xxxxxxx Xxxxx,
Inc. ("Xxxxxxxx Alabama"), X.X. Xxxxx Company, a Georgia corporation ("TJB")
and Xxxxxxxx Industries Composite Reinforcements, Inc., an Alabama corporation
("JICR", and collectively with Xxxxxxxx, Xxxxxxxx Alabama and TJB, the
"Borrowers" and each individually, a "Borrower"), Nationsbank, N.A., as
Syndication Agent, The Chase Manhattan Bank, the successor by merger to The
Chase Manhattan Bank, N.A., as Agent for the banks ("Banks") named in the
Credit Agreement dated as of March 28, 1996 among Xxxxxxxx, Wellington Sears
Company ("Wellington"), Southern Phenix Textiles, Inc. ("Phenix"), Opp and
Xxxxxxx Xxxxx, Inc. ("Opp"), TJB and JICR, the banks named therein, The Chase
Manhattan Bank, N.A., as Administrative Agent, Chase Securities, Inc., as
Arranger and Nationsbank, N.A., as Syndication Agent, as amended by Amendment
No. 1 to the Credit Agreement dated as of June 28, 1996 (the "Credit
Agreement"). All capitalized terms used but not otherwise defined herein shall
have the meanings given them in the Credit Agreement.
WITNESSETH:
WHEREAS, pursuant to the Credit Agreement, the Banks named therein made
Revolving Credit Loans, Term Loans A and Term Loans B to Johnston, Wellington,
Phenix, Opp, TJB and JICR, jointly and severally, in the aggregate principal
amounts of $80,000,000, $40,000,000 and $40,000,000, respectively; and
WHEREAS, effective June 29, 1996, Phenix and Wellington each merged into
Opp pursuant to respective Articles of Merger and Agreement and Plan of Merger
as filed with the Secretary of State of Alabama, the surviving corporation of
each such merger being Opp; and
WHEREAS, Opp changed its name to Xxxxxxxx Alabama effective as of June
29,1996; and
WHEREAS, the Borrowers have requested, and the Banks have agreed, subject
to the terms and conditions hereinafter set forth, to amend certain provisions
of the Credit Agreement and to modify certain of the Borrowers' covenants, and
the Borrowers further wish to confirm and reaffirm their joint and several
obligations under the Credit Agreement as amended hereby.
NOW, THEREFORE, each Bank, the Agent, the Syndication Agent and each
Borrower, on a joint and several basis, hereby agree as follows:
1 . Amendment to Definitions. Section 1.01 of the Credit Agreement is
amended hereby as follows:
a. The definition of "Fixed Charge Coverage Ratio" is deleted in its
entirety and substituted by the following:
"Fixed Charge Coverage Ratio' means, at any date of determination thereof,
the ratio of (a) the result of (i) Consolidated EBITDA for the Relevant
Quarter or Relevant Period (as said terms are defined below) minus (ii) the
aggregate amount of Consolidated Capital Expenditures during such Relevant
Quarter or Relevant Period to (b) the sum of (i) all scheduled payments of
principal due during such Relevant Quarter or Relevant Period (excluding any
mandatory payments pursuant to SECTION 2.07) on, or with respect to,
Consolidated Debt (including, without limitation, imputed principal on
Capital Leases), plus (ii) Consolidated Interest Expense during such
Relevant Quarter or Relevant Period, plus (iii) all dividend payments. For
purposes hereof, "Relevant Quarter means (1) for the period from the Closing
Date to the fiscal quarter ending March 31, 1997, the most recent fiscal
quarter then ended, (2) for the period ending June 30, 1997, the two most
recent fiscal
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quarters then ended, (3) for the period ending September 30, 1997, the three
most recent fiscal quarters then ended, (4) for the period ending December
31, 1997, the four most recent fiscal quarters then ended, and (5) for all
times thereafter, the Relevant Period, which for the purposes hereof, shall
mean the four most recently ended fiscal quarters of the Consolidated
Entities."
b. The definition of "Interest Coverage Ratio" is deleted in its entirety
and substituted by the following:
"Interest Coverage Ratio' shall mean the ratio of (a) Consolidated EBIT for
the Relevant Quarter or Relevant Period (as said terms are defined below) to
(b) Consolidated Interest Expense during such Relevant Quarter or Relevant
Period. For purposes hereof, "Relevant Quarter means (1) for the period
from the Closing Date to the fiscal quarter ending March 31, 1997, the most
recent fiscal quarter then ended, (2) for the period ending June 30, 1997,
the two most recent fiscal quarters then ended, (3) for the period ending
September 30, 1997, the three most recent fiscal quarters then ended, (4)
for the period ending December 31, 1997, the four most recent fiscal
quarters then ended, and (5) for all times thereafter, the Relevant Period,
which for the purposes hereof, shall mean the four most recently ended
fiscal quarters of the Consolidated Entities."
2. Amendment to Section 2.01 (b) - Repayment of Term Loans. Section
2.01(b) of the Credit Agreement is amended hereby to delete the second sentence
of said clause in its entirety and to substitute it with the following:
"The Term Loans shall be repaid in equal quarterly installments of the
annual aggregate amounts set forth below commencing on June 28, 1997 until
and including the Term Loan A Termination Date and Term Loan B Termination
Date, respectively, such that on the last Business day of each calendar
quarter, each Bank shall be paid an amount equal to such Bank's pro rata
share of the quarterly installment of the annual amounts set forth below
for Term Loan A or Term Loan B, as the case may be (calculated based on
its Term Loan Percentage):".
3. Amendment to Section 7.03 - Financial Covenants. Section 7.03 of the
Credit Agreement is hereby amended to delete the paragraphs set forth below in
their entirety and to substitute said paragraphs with the following:
"(a) Total Loan Commitment. Permit the Total Loan Commitment under this
credit facility to exceed $160,000,000 at any one time outstanding until
September 30, 1997; $148,500,000 from October 1, 1997 through September 30,
1998; $139,000,000 from October 1, 1998 through September 30 1999; and
$129,000,000 from October 1, 1999 and all times thereafter."
"(b) Capital Expenditures. Permit Consolidated Capital Expenditures to
exceed (i) $24,000,000 for the fiscal year ending December 31, 1996, (ii)
$15,000,000 for the fiscal year ending December 31, 1997, (iii) $18,000,000
for the fiscal year ending December 31, 1998, and (iv) $20,000,000 for the
fiscal year ending December 31, 1999 and for all fiscal years thereafter."
"(c) Consolidated Funded Debt. Incur or permit Consolidated Funded Debt to
exceed $177,140,000 at any time until September 30, 1997; $155,000,000 from
October 1, 1997 through September 30, 1998; $145,500,000 from October 1,
1998 through September 30, 1999; and $135,500,000 from October 1, 1999 and
ail times thereafter."
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"(d) Consolidated Tangible Net Worth. Permit its Consolidated Tangible Net
Worth, as determined at the end of each fiscal quarter, to be less than the
amount set forth opposite such period:
Period: Amount:
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Closing Date - 12/31/96 $43,500,000
1/l/97 - 3/31/97 $44,000,000
4/l/97 - 6/30/97 $45,500,000
7/l/97 - 9/30/97 $46,000,000
10/l/97 - 12/31/97 $48,500,000
1/1/98 - 3/31/98 $50,000,000
4/l/98 - 6/30/98 $53,000,000
7/l/98 - 9/30/98 $56,000,000
10/l/98 - 9/30/99 $59,000,000
As of 12/31/99 - and at all
times thereafter $70,000,000"
"(g) Interest Coverage Ratio. Permit the Interest Coverage Ratio, as
determined at the end of each fiscal quarter, to be less than the ratio set
forth opposite the following periods:
Period: Ratio:
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1/1/97 - 3/31/97 1.50:1.00
4/l/97 - 6/30/97 1.65:1.00
7/l/97 - 9/30/97 1.65:1.00
10/l/97 - 12/31/97 1.80:1.00
1/l/98 - 3/31/98 2.00:1.00
4/l/98 - 6/30/98 2.25:1.00
7/l/98 - 9/30/98 2.50:1.00
10/l/98 - 12/31/98 2.50:1.00
1/1/99 - 9/30/99 2.50:1.00
As of 12/31/99 - and all times
thereafter 3.00:1.00
"(h) Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio,
as determined at the end of each fiscal quarter, to be less than the ratio
set forth opposite the following periods:
Period: Ratio:
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1/l/97 - 3/31/97 1.25:1.00
4/1/97 - 6/30/97 1.25:1.00
7/l/97 - 9/30/97 1.25:1.00
10/1/97 - 12/31/97 1.30:1.00
1/1/98 - 3/31/98 1.35:1.00
4/l/98 - 6/30/98 1.35:1.00
7/1/98 - 9/30/98 1.35:1.00
10/l/98 - 12/31/98 1.40:1.00
1/l/99 - 9/30/99 1.40:1.00
As of 12/31/99 - and all times
thereafter 1.50:1.00
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"(i) Debt Ratio. Permit the Debt Ratio, as determined at the end of each
fiscal quarter, to be less than the ratio set forth opposite the following
periods:
Period: Ratio:
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10/1/96 -12/31/96 4.25:1.00
1/1/97 - 3/31/97 4.25:1.00
4/l/97 - 6/30/97 4.00:1.00
7/1/97 - 9/30/97 3.50:1.00
10/l/97 - 12/31/97 3.25:1.00
1/l/98 - and all times
thereafter 3.00:1.00
4. Representations, Warranties and Covenants of the Borrowers. Each
Borrower hereby represents and warrants to each Bank that on and as of the date
hereof (i) the representations and warranties of the Borrowers contained in the
Credit Agreement and any other Loan Document delivered in connection therewith
to which it is a party (or to which its predecessor by merger or name change is
a party) are true and correct and apply to the Borrowers hereto with the same
force and effect as though made on and as of the date hereof and regardless of
the mergers and name change described in the recitals above, (ii) the Borrowers
are in compliance with all covenants contained in the Credit Agreement (as
amended hereby), and (iii) no Default or Event of Default has occurred and is
continuing under the Credit Agreement (as amended hereby) or any other Loan
Document delivered in connection therewith to which it is a party (or to which
its predecessor by merger or name change is a party), after giving effect to
this Amendment. To the extent any claim or off-set may exist as of the date
hereof, each Borrower, on behalf of itself and its successors and assigns,
hereby forever and irrevocably (a) releases each Bank, the Agent and the
Syndication Agent and their respective officers, representatives, agents,
attorneys, employees, successors and assigns (collectively, the "Released
Parties"), from any and all claims, demands, damages, suits, cross-complaints
and causes of action of any kind and nature whatsoever, whether known or
unknown and wherever and howsoever arising, and (b) waives any right of off-set
such Borrower may have against any of the Released Parties.
5. Credit Agreement in Full Force and Effect. Except as expressly
modified hereby and notwithstanding the mergers and name change described in
the recitals above, the Credit Agreement shall remain unchanged and in full
force and effect as executed and each Borrower hereby confirms and reaffirms
all of the terms and conditions of the Credit Agreement. The term "Borrower'
shall, effective as of June 29, 1996, refer to each of Xxxxxxxx, Xxxxxxxx
Alabama, TJB and JICR, on a joint and several basis, and the term "Borrowers"
shall refer to Xxxxxxxx, Xxxxxxxx Alabama, TJB and JICR collectively on a joint
and several basis.
6. Change in Bank Name. The parties hereto agree and acknowledge that (i)
the name Corestates Financial Corp. shall hereinafter refer to "Corestates
Bank, N.A.", and each reference in any Loan Document to said name shall be
deemed to be a reference to "Corestates Bank, N.A." from and after the date
hereof; and (ii) the name First Alabama Bank shall hereinafter refer to
"Regions Bank", and each reference in any Loan Document to said name shall be
deemed to be a reference to "Regions Bank" from and after the date hereof.
7. Entire Understanding. The Credit Agreement and this Amendment contain
the entire understanding of and supersede all prior agreements, written and
verbal, among the Banks, the Administrative Agent, the Syndication Agent and
the Borrowers with respect to the subject matter hereof and shall not be
modified except in writing executed by the parties hereto.
8. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York without giving effect to its
conflict of laws principles.
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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.
THE BORROWERS:
XXXXXXXX INDUSTRIES, INC. XXXXXXXX INDUSTRIES
ALABAMA, INC.
By: /s/Xxxx X. Xxxxxxx By: /s/Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx Name:Xxxx X. Xxxxxxx
Title: Vice President and C.F.O. Vice President
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X.X. XXXXX COMPANY XXXXXXXX INDUSTRIES COMPOSITE
REINFORCEMENTS, INC.
By: /s/Xxxx X. Xxxxxxx By: /s/Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx
Title: Vice President Vice President
THE ADMINISTRATIVE AGENT:
THE CHASE MANHATTAN BANK
By:
---------------------------------
Name:
-------------------------------
Title:
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THE SYNDICATION AGENT:
NATIONSBANK, N.A.
By:
---------------------------------
Name:
-------------------------------
Title:
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THE BANKS:
THE CHASE MANHATTAN BANK NATIONS BANK, N.A.
By: By:
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Name: Name:
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Title: Title:
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REGIONS BANK COMERICA BANK
By: By:
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Name: Name:
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Title: Title:
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XXX XXXXXX AMERICAN CAPITAL CORESTATES BANK, N.A.
By: By:
---------------------------- -----------------------------
Name: Name:
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Title: Title:
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WACHOVIA BANK OF GEORGIA, N.A. THE SUMITOMO BANK, LTD.
By: By:
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Name: Name:
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Title: Title:
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By:
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Name:
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Title:
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