AMENDMENT NO. 1
to
FOURTH AMENDED AND RESTATED REVOLVING
CREDIT AND SECURITY AGREEMENT
dated as of October 20, 1995
THIS AMENDMENT NO. 1 dated as of December 1, 1995 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
(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, further
to amend certain provisions of the Credit Agreement to permit certain sale and
leaseback transactions by the Borrower and to amend provisions of the Credit
Agreement relating to the Capital Expenditures of the Borrower.
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 2 hereof, effective as of
the Effective Date, by
(a) amending Section 1.1 Definitions by amending the definition "Capital
Expenditures" in its entirety to read as follows:
"Capital Expenditures" means, with respect to any Person, all expenditures
made or liabilities incurred for the acquisition of assets (other than an
Acquisition of assets which constitute a Business Unit or the purchase of
Inventory) which are not, in accordance with GAAP, treated as expense items for
such Person in the year made or incurred or as a prepaid expense applicable to a
future year or years; PROVIDED, HOWEVER, that Capital Expenditures shall not
include capitalized interest incurred in connection with Capital Expenditures.
(b) amending Section 10.1 (c) Total Debt Service Coverage in its entirety
to read as follows:
(c) Total Debt Service Coverage. The ratio of Operating Cash Flow
for any period described below to the sum of the aggregate amount of Total
Interest Expense (plus capitalized interest in connection with Capital
Expenditures, but excluding therefrom any amortization of bond discount in
connection with the Senior Subordinated Debentures) PLUS principal of
Indebtedness for Money Borrowed paid (or payable as regularly scheduled
principal repayments thereof) by the Borrower and its Consolidated Subsidiaries
during the same period, other than principal amounts of any "Term Loan" (as
defined in the Existing Credit Agreement or the Second Amended and Restated
Revolving Credit and Security Agreement dated as of March 15, 1993, as amended )
paid by the Borrower and its Consolidated Subsidiaries during the same period,
to be less than:
(i) 1.40 to 1 for any period of four consecutive fiscal quarters
ending after the Effective Date and on or before March 31, 1996;
(ii) 1.45 to 1 for any period of four consecutive fiscal quarters
ending after March 31, 1996 and on or before March 31, 1997;
(iii) 1.55 to 1 for any period of four consecutive fiscal quarters
ending after March 31, 1997 and on or before March 31, 1999;
(iv) 1.45 to 1 for any period of four consecutive fiscal quarters
ending after March 31, 1999 and on or before March 31, 2000; and
(v) 1.40 to 1 for any period of four consecutive fiscal quarters
ending after March 31, 2000.
(c) amending subsection (a) of Section 10.5 Capital Expenditures in its
entirety to read as follows:
(a) for the fiscal year of the Borrower ended September 30, 1995,
$13,500,000;
(d) amending Section 10.13 Sales and Leasebacks in its entirety to read as
follows:
SECTION 10.13 Sales and Leasebacks. Enter into any arrangement with
any Person providing for its leasing from such Person of real or personal
property which has been or is to be sold or transferred, directly or
indirectly, by the Borrower or any Subsidiary of the Borrower to such
Person, except that the provisions of this SECTION 10.13 shall not apply
to sale and leaseback transactions of personal property by the Borrower
having an original cost to the Borrower not exceeding an aggregate amount
outstanding at the time of $500,000.
Section 2. Effectiveness of Amendment. This Amendment shall become
effective as of the Effective Date 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 each Lender,
(b) a certificate of the president or chief financial officer of the
Borrower to the effect that (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 effective date of this Amendment, both before and
after giving effect to this Amendment, and (ii) no Default or Event of Default
has occurred and is continuing, and such statements shall be true, and
(c) such other documents, instruments and certificates as the Agent may
reasonably request in connection with the transactions contemplated by the
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.
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: __Leonard Chill_______
Xxxxxxx Chill
President
ATTEST
__Jon P. Beckman_____
Xxx X. Xxxxxxx
Assistant Secretary
THE FIRST NATIONAL BANK OF
BOSTON, as the Agent and as
a Lender
By: __William C. Purinton_____
Xxxxxxx X. Xxxxxxxx
Vice President
SANWA BUSINESS CREDIT
CORPORATION
By: __ Xxxxx X. Skavla____
Xxxxx X. Xxxxxx
Vice President
SOUTHTRUST BANK OF GEORGIA,
N.A.
By: __Melinda M Bergbom______
Xxxxxxx X. Xxxxxxx
Vice President
CERTIFICATE AS TO REPRESENTATION, WARRANTIES AND DEFAULTS
I, Xxxxxxx Chill, President of Synthetic Industries, Inc., a Delaware
corporation (the "Borrower"), hereby certify in connection with Amendment No. 1
dated as of December 1, 1995 ("Amendment No. 1") to the Fourth Amended and
Restated Revolving Credit and Security Agreement dated as of October 20, 1995
(the "Credit Agreement'; terms defined herein, 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 representation 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. 1, 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 of the Borrower
this 1st day of December 1995.
___Leonard Chill________
Xxxxxxx Chill
President
