Exhibit (4m)
SunTrust Bank, Atlanta
Post Office Box 4418
Atlanta, GA 30302-4418
February 17, 1998
The Xxxxx Group, Inc.
0000 Xxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Xx. Xxxx Xxxxxx
Re: Third Amended and Restated Credit Agreement, dated as of
March 31, 1995, by and among The Xxxxx Group, Inc. (formerly
known as Xxxxx Yarns, Inc.), SunTrust Bank Atlanta (formerly
known as Trust Company Bank), individually and as Agent,
NationsBank, N.A. (formerly known as NationsBank, N.A.
(Carolinas)), individually and as Lead Manager, and Chemical
Bank, as amended
Ladies and Gentlemen:
Reference is hereby made to that certain Third Amended and Restated
Credit Agreement, dated as of March 31, 1995, by and among The Xxxxx Group,
Inc. (formerly known as Xxxxx yarns, Inc.) (the "Borrower"), SunTrust Bank,
Atlanta (formerly known as Trust Company Bank), individually and as Agent,
NationsBank, N.A. (formerly known as NationsBank, N.A. (Carolinas)),
individually and as Lead Manager and Chemical Bank, as amended through the
date hereof (the "Credit Agreement"). All terms used herein without
definition shall have the meaning set forth in the Credit Agreement.
Pursuant to Section 9.12 of the Credit Agreement, the Borrower is
restricted from modifying or amending Subordinated Debt and documents
relating to Subordinated Debt to add or make more onerous any provision
thereof.
The Borrower has requested that the Agent and the Lenders, by their
signatures below, consent to the execution and delivery by the Borrower of
that certain amendment of the Senior Subordinated Note Agreement in the
form attached hereto as Exhibit A.
Except as expressly set forth herein, this letter agreement shall not
be deemed to be a waiver of any provisions of the Credit Agreement or any
other Credit Document and shall not preclude the future exercise of any
right, power or privilege available to the Agent, the Lead manager or the
Lenders whether under the Credit Agreement or otherwise.
The Xxxxx Group, Inc.
February 17, 1998
Page 2
This letter agreement constitutes the entire understanding of the
parties with respect to the subject matter hereof, and any other prior or
contemporaneous agreements, whether written or oral, with respect thereto
are expressly superseded hereby. This letter agreement shall be governed
by and construed in accordance with the laws of the State of Georgia. This
letter agreement shall be binding upon and inure to the benefit of the
successors and assigns of the parties hereto. This letter agreement may be
executed by telecopy and such facsimile signature shall be binding upon all
parties hereto.
Please indicate your consent to the terms and conditions of this
letter agreement by signature of your authorized officers in the space
indicated below. This letter agreement shall be effective upon receipt by
the Agent of an executed counterpart hereof from the Required Lenders.
SUNTRUST BANK, ATLANTA,
Individually and as Agent
By: Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President
NATIONSBANK, N.A.,
Individually and as Lead Manager
By: Xxxxx X. Xxxxxxx
Title: Vice President
CHASE MANHATTAN BANK,
Accepted and Agreed as the Date First
Set Forth Above
By: Xxxxx X. Xxxxx
Title: Vice President
ACCEPTED AND AGREED
AS OF THE DATE FIRST ABOVE
WRITTEN
THE XXXXX GROUP, INC.
By: Xxxx X. Xxxxxx
Title: Treasurer
