AMENDMENT NO. 6 AND CONSENT
to
FOURTH AMENDED AND RESTATED REVOLVING
CREDIT AND SECURITY AGREEMENT
dated as of October 20, 1995
THIS AMENDMENT NO. 6 dated as of January 29, 1997 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, Amendment No. 3 dated as of March 15,
1996, Amendment No. 4 dated as of September 26, 1996 and Amendment No. 5 dated
as of November 4, 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, the
right to refinance the Senior Subordinated Debentures, in part by the issuance
of new Indebtedness.
Accordingly, 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 of this Amendment, by
(a) amending Section 1.1 Definitions by
(i) amending the definition "Indenture" in its entirety to read as
follows:
"Indenture" means the 1992 Indenture or the 1997 Indenture.
(ii) amending the definition "Senior Subordinated Debentures" in its
entirety to read as follows:
"Senior Subordinated Debentures" means the Senior Subordinated
Debentures Due 2002 in an original aggregate principal amount of
$140,000,000, issued by the Borrower pursuant to the 1992 Indenture, and
the notes issued by the Borrower pursuant to the 1997 Indenture, provided,
that such notes bear interest at a rate that does not exceed 11-1/4% per
annum, are payable as to principal in a single installment not sooner than
the tenth anniversary of the date of issuance, and the proceeds thereof are
applied, first, to the repayment of principal of, and accrued interest and
premium, if any, on the Senior Subordinated Debentures issued by the
Borrower pursuant to the 1992 Indenture, and only after such Debentures
have been paid in full or defeased (or such payment or defeasance provided
for in a manner satisfactory to the Agent), and the 1992 Indenture has been
terminated (or has otherwise ceased to be effective except with respect to
any defeasance or other matters satisfactory to the Agent), to any other
purpose.
(iii) adding thereto in appropriate alphabetical order, the
following new definitions:
"1997 Indenture" means the Indenture dated as of February 1, 1997, to
which the Borrower and United States Trust Company of New York are parties,
as the same may be supplemented, amended and modified from time to time,
consistent with the provisions of this Agreement.
"1992 Indenture" means the Indenture dated as of December 14, 1992, to
which the Borrower and United States Trust Company of New York are parties,
as the same may have been and may hereafter be supplemented, amended and
modified from time to time, consistent with the provisions of this
Agreement.
(b) amending Section 9.4 Copies of Other Reports by inserting
subsection (b) thereof immediately after the word "stockholders" appearing
therein, the phrase "or holders of its Senior Subordinated Debentures or any
trustee for such holders"; and
(c) amending Section 11.1. Events of Default by deleting the notation
"Reserved" appearing in subsection (o) thereof and substituting therefor the
following:
(o) Change of Control. Events shall occur or circumstances shall
exist by reason of which the Borrower becomes obligated pursuant to the terms of
the applicable Indenture, to offer to purchase or repurchase any Senior
Subordinated Debentures, including, without being limited to, pursuant to
Section 4.15 of the 1997 Indenture.
Section 2. Consent . The Agent and the Lenders hereby consent,
subject to the provisions of Section 3 of this Amendment, to the issuance by the
Borrower of not less than $125,000,000 in original aggregate principal amount of
__% Senior Subordinated Notes due 2007 pursuant to the Indenture dated as of
February 1, 1997 (the "1997 Indenture") between the Borrower and United States
Trust Company of New York, Trustee (the "New Subordinated Debt") and the
repayment of the Senior Subordinated Debentures outstanding pursuant to the 1992
Indenture (as defined in the Credit Agreement as amended by this Amendment).
Section 3. Effectiveness of Amendment. Sections 1 and 2 of this
Amendment shall become effective as of the first date (the "Amendment Effective
Date") on which all of the following conditions have been satisfied:
(a) The Agent shall have received the following, in sufficient copies for
all the Lenders, in form and substance satisfactory to the Agent:
(i) at least seven copies of this amendment, each duly executed and
delivered by the Borrower and the Lenders, and
(ii) a certificate of the president or chief financial officer of the
Borrower to the effect that after giving effect to this Amendment,
(A) 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 Amendment Effective Date, and
(B) no Default or Event of Default has occurred and is
continuing, and such statements shall be true and there shall be
attached to such certificate any amended Schedules to the Credit
Agreement necessary to make such statements true.
(b) The New Subordinated Debt shall have been issued by the Borrower
in an aggregate original principal amount of not less than $125,000,000 at a
fixed interest rate per annum not greater than 11-1/4% and repayable as to
principal in a single installment not earlier than the tenth anniversary of the
date of issuance, pursuant to the 1997 Indenture. The 1997 Indenture, as
executed and delivered by the Borrower, shall provide for subordination of the
New Subordinated Debt to the Loans and Notes on terms and conditions
satisfactory to the Agent and the majority Lenders and shall otherwise be in
form and substance satisfactory to the Agent. The Agent shall have received
evidence satisfactory to it that the amount required to repay the Senior
subordinated Debentures Due 2002 of the Borrower in full, including premium and
accrued interest, if any, thereon, to pay any costs related to such repayment
and to pay any costs related to the issuance of the New Subordinated Debt, which
costs are payable on issuance thereof, does not exceed an amount equal to the
sum of (i) the gross proceeds of the New Subordinated Debt, (ii) and amount
equal to the net proceeds to the Borrower of the IPO and (iii) an amount equal
to $6,000,000, and that the borrower has given irrevocable instructions so to
apply the net proceeds of the New Subordinated Debt, the Borrower's cash and
cash equivalents on hand and any Revolving Credit loans made on the Amendment
Effective Date. No notice to or approval by any private Person or public entity
not already obtained and in full force and effect shall be required to be
obtained before such repayment and termination of the 1992 Indenture are
effected. The Agent shall have received copies, in sufficient number for each
Lender, of all agreements, instruments, certificates, legal opinions and other
documents delivered in connection with the issuance of the New Subordinated
Debt, all of which shall be satisfactory in form and substance to the Agent, and
the Agent and the Lenders shall be entitled to rely on each such legal opinion
(whether as a direct addressee or by a reliance letter from the author thereof).
(c) The Agent shall have received such other documents, instruments
and certificates as the Agent may reasonably request in connection with the
transactions contemplated by this Amendment.
Section 4. 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 5.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.
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.
By: ____________________________
(Corporate Seal) Name:
Title:
ATTEST:
_________________________
(Assistant) Secretary
THE FIRST NATIONAL BANK OF
BOSTON, as the Agent and as a
Lender
By: ______________________________
Xxxxxxx X. XxXxxxx
Director
SANWA BUSINESS CREDIT
CORPORATION
By: ______________________________
Name:
Title:
SOUTHTRUST BANK OF GEORGIA,
N.A.
By: _______________________________
Xxxxxxx X. Xxxxxxx
Vice President
