CONSENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT
Exhibit 10.3
EXECUTION VERSION
CONSENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is dated as of May 26, 2011 by and among INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation (“ITG”), the other Borrowers and Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, for itself and as Agent (“Agent”), and the other Lenders signatory hereto. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Credit Agreement (as hereinafter defined).
R E C I T A L S:
WHEREAS, Borrowers, the other Credit Parties, the Agent and the Lenders entered into that certain Amended and Restated Credit Agreement dated as of March 30, 2011 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”); and
WHEREAS, the parties to the Credit Agreement have agreed to an amendment to the Credit Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1 Consent. Each of the Lenders signatory hereto hereby consents to the terms of, and authorizes and directs the Agent to execute and deliver, the Fifth Amended and Restated Subordination and Intercreditor Agreement, substantially in the form attached as Exhibit I hereto (the “Intercreditor Agreement”).
2 Amendments to Credit Agreement.
2.1 Section 5.9(i) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“(i) Contingent Obligations of ITG arising under the WLR Xxxxx Xxx Guaranty, provided that such Contingent Obligations and any Indebtedness of ITG to WLR Recovery Fund IV, LP resulting from such WLR Xxxxx Xxx Guaranty (such Indebtedness, “WLR Xxxxx Xxx Indebtedness”) (i) shall not exceed an aggregate principal amount of $17,250,000 during the term of this Agreement and (ii) shall constitute Secured Note Indebtedness that is otherwise permitted pursuant to Section 5.5(h)(ii);”
2.2 Section 11.1 of the Credit Agreement is hereby amended by inserting the following new defined terms in proper alphabetical order thereto:
““WLR Xxxxx Xxx Indebtedness” has the meaning assigned to such term in Section 5.9(i).”
““WLR Xxxxx Xxx Guaranty” means that certain Guaranty of Payment dated as of May 26, 2011 by ITG in favor of WLR Recovery Fund IV, LP, as such agreement may be amended, supplemented or otherwise modified from time to time in a manner acceptable to the Agent in its sole discretion.”
2.3 Section 11.1 of the Credit Agreement is hereby amended by amending and restating the following defined terms in their entirety to read as follows:
““Intercreditor Agreement” means that certain Fifth Amended and Restated Subordination and Intercreditor Agreement dated as of May 26, 2011 by and among Clearlake Capital Partners, LLC, as collateral agent on behalf of the Subordinated Creditors (as defined therein), GE Capital, as agent for the Lenders, and ITG, as amended, amended and restated, supplemented, modified or replaced from time to time.”
““Permitted Investor” means any of WLR, WLR Recovery Fund II, LP, WLR Recovery Fund III, LP, WLR Recovery Fund IV, LP and WLR-GS MasterCo-Investments, L.P.”
3 Representations and Warranties. In order to induce Agent and the Lenders to enter into this Amendment, each Borrower and each other Credit Party represents and warrants to Agent and each Lender (which representations and warranties shall survive the execution and delivery of this Amendment), that:
(a) the execution, delivery and performance by each Credit Party of this Amendment has been duly authorized by all necessary corporate and partnership action and this Amendment is a legal, valid and binding obligation of such Credit Party enforceable against such Credit Party in accordance with its terms; and
(b) upon the effectiveness of this Amendment, all of the representations and warranties contained in the Credit Agreement and in the other Loan Documents (other than those which speak expressly only as of an earlier date) are true and correct in all material respects on and as of the date of the effectiveness of this Amendment after giving effect to this Amendment and the transactions contemplated hereby.
4 Conditions to Effectiveness. This Amendment shall be effective on the date when each of the following conditions has been satisfied:
(a) This Amendment shall have been duly executed and delivered by each Borrower, each other Credit Party party hereto, Agent and the Majority Lenders; and
(b) The Agent shall have received a fully executed copy of the Intercreditor Agreement.
5 Miscellaneous.
5.1 Effect; Ratification.
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(a) Except as specifically set forth above, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. Without limiting the generality of the foregoing, each Credit Party reaffirms its guaranty of the Obligations and the Liens securing those guaranties.
(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Agent or any Lender under the Credit Agreement or any other Loan Document, nor constitute amendment of any provision of the Credit Agreement or any other Loan Document, except as specifically set forth herein. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby.
(c) Each Credit Party acknowledges and agrees that the amendments set forth herein are effective solely for the purposes set forth herein and that the execution and delivery by Agent and the Lenders of this Amendment shall not be deemed (i) except as expressly provided in this Amendment, to be a consent to any amendment, waiver or modification of any term or condition of the Credit Agreement or of any other Loan Document, (ii) to create a course of dealing or otherwise obligate Agent or Lenders to forbear, waive, consent or execute similar amendments under the same or similar circumstances in the future, or (iii) to amend, prejudice, relinquish or impair any right of Agent or Lenders to receive any indemnity or similar payment from any Person or entity as a result of any matter arising from or relating to this Amendment.
5.2 Counterparts and Signatures by Fax. This Amendment may be executed in any number of counterparts, each such counterpart constituting an original but all together one and the same instrument. Any party delivering an executed counterpart of this Amendment by fax shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of this Amendment.
5.3 Severability. In case any provision in or obligation under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.
5.4 Loan Document. This Amendment shall constitute a Loan Document.
5.5 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL, IN ALL RESPECTS, INCLUDING MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
BORROWERS:
INTERNATIONAL TEXTILE GROUP, INC.
BURLINGTON INDUSTRIES LLC
CONE JACQUARDS LLC
CONE DENIM LLC
CARLISLE FINISHING LLC
SAFETY COMPONENTS FABRIC TECHNOLOGIES, INC.
By: /s/Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Vice President and Treasurer
NARRICOT INDUSTRIES LLC
By: International Textile Group, Inc., its sole member
By: /s/Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Vice President and Treasurer
[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
OTHER CREDIT PARTIES:
APPAREL FABRICS PROPERTIES, INC.
BURLINGTON INDUSTRIES V, LLC
CONE ADMINISTRATIVE AND SALES LLC
CONE INTERNATIONAL HOLDINGS II, INC.
INTERNATIONAL TEXTILE GROUP ACQUISITION GROUP LLC
BURLINGTON WORLDWIDE INC.
CONE DENIM WHITE OAK LLC
CONE INTERNATIONAL HOLDINGS, INC.
CONE ACQUISITION LLC
WLR CONE XXXXX IP, INC.
By: /s/Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Vice President and Treasurer
VALENTEC XXXXX, LLC
By: International Textile Group, Inc.,
its sole member
By: /s/Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Vice President and Treasurer
[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
AGENT AND LENDERS:
GENERAL ELECTRIC CAPITAL CORPORATION, as the Agent and a Lender
By: /s/Xxxxx XxXxxxxx
Title: Its Duly Authorized Signatory
[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
TD BANK, N.A., as a Lender
By: /s/Xxxx Xxx
Name: Xxxx Xxx
Title: Vice President
[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
BANK OF AMERICA, N.A., as a Lender
By: /s/Xxxx Xxxxxxxxxx
Name: Xxxx Xxxxxxxxxx
Title: Sr. Vice President
[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
