Exhibit 10
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as of
---------
September 28, 2001 is by and among BGF INDUSTRIES, INC., a Delaware corporation
(the "Borrower"), those Domestic Subsidiaries of the Borrower party hereto
--------
(collectively the "Guarantors"), the several banks and other financial
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institutions party hereto (the "Lenders") and FIRST UNION NATIONAL BANK, a
national banking association, as agent for the Lenders (the "Agent").
-----
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement dated as of September 30, 1998
among the Borrower, the Guarantors, the Lenders party thereto and the Agent, as
amended by that certain Syndication Amendment and Assignment dated as of
November 30, 1998 and by that certain Second Amendment to Credit Agreement dated
as of December 16, 1999 (the "Existing Credit Agreement"), the Lenders have
-------------------------
extended commitments to make certain credit facilities available to the
Borrower;
WHEREAS, the parties hereto have agreed to further amend the Existing
Credit Agreement as set forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in consideration of the
agreements herein contained, the parties hereby agree as follows:
PART I
DEFINITIONS
SUBPART 1.1. Certain Definitions. Unless otherwise defined herein or
-------------------
the context otherwise requires, the following terms used in this Amendment,
including its preamble and recitals, have the following meanings:
"Amended Credit Agreement" means the Existing Credit Agreement as
------------------------
amended hereby.
"Third Amendment Effective Date" is defined in Subpart 3.1.
------------------------------ -----------
SUBPART 1.2. Other Definitions. Unless otherwise defined herein or
-----------------
the context otherwise requires, terms used in this Amendment, including its
preamble and recitals, have the meanings provided in the Amended Credit
Agreement.
PART II
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Third Amendment
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this Part II. Except as so amended, the Existing Credit Agreement shall
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continue in full force and effect.
SUBPART 2.1. Amendment to Section 1.1. Section 1.1 of the
------------------------ -----------
Existing Credit Agreement is hereby amended as follows:
(i) The definition of "Applicable Percentage" is hereby amended by
deleting the paragraph following the pricing grid and replacing it with
the following:
The Applicable Percentage shall, in each case, be determined and
adjusted quarterly on the date five (5) Business Days after the date
on which the Agent has received from the Borrower the quarterly
financial information and certifications required to be delivered to
the Agent and the Lenders in accordance with the provisions of
Sections 5.1(b) and 5.2(b) (each an "Interest Determination Date").
---------------------------
Such Applicable Percentage shall be effective from such Interest
Determination Date until the next such Interest Determination Date.
The initial Applicable Percentages on the Third Amendment Effective
Date shall be based on Level I. Subsequent to the Third Amendment
Effective Date, the Applicable Percentages shall not be less than the
interest rates for Level I until the first Interest Determination Date
occurring after March 31, 2003. After the Third Amendment Effective
Date, if the Borrower shall fail to provide the quarterly financial
information and certifications in accordance with the provisions of
Sections 5.1(b) and 5.2(b), the Applicable Percentages for such
Interest Determination Date shall, on the date five (5) Business Days
after the date by which the Borrower was so required to provide such
financial information and certifications to the Agent and the Lenders,
be based on Level I until such time as such information and
certifications are provided, whereupon the Level shall be determined
by the then current Leverage Ratio.
(ii) The definition of "Consolidated Fixed Charges" is hereby
deleted in its entirety and replaced with the following:
"Consolidated Fixed Charges" shall mean, for any period, the
--------------------------
sum of (i) Consolidated Interest Expense for such period plus (ii)
----
Consolidated Scheduled Funded Debt Payments for the next four fiscal
quarters following the end of such period plus (iii) consolidated
----
Capital Expenditures (less Excluded Capital Expenditures) for the four
fiscal quarters most recently ending (without duplication of items in
clause (ii)) plus (iv) Consolidated Cash Taxes for such period of the
----
Borrower and its Subsidiaries on a consolidated basis determined in
accordance with GAAP applied on a consistent basis. The applicable
period shall be for the four consecutive quarters ending as of the
date of computation.
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(iii) The following definitions are hereby added in appropriate
alphabetical order:
(a) "Accounts" means all of the Borrower's "accounts" (as defined in
--------
the Uniform Commercial Code), whether now existing or existing in the
future.
(b) "Borrowing Base" means the following amount (the "Borrowing
-------------- ---------
Base") calculated as follows:
----
(1) an amount equal to ninety percent (90%) of Eligible Accounts
Receivable; plus
----
(2) an amount equal to sixty percent (60%) of Eligible Inventory;
plus
----
(3) an amount equal to thirty (30%) of Eligible WIP and Supplies
Inventory.
(c) "Borrowing Base Certificate" means a borrowing base certificate
--------------------------
in substantially the form of Exhibit A to the Third Amendment.
---------
(d) "Eligible Accounts Receivable" means the aggregate face amount of
----------------------------
the Borrower's Accounts that conform to the representations and warranties
contained herein and in the Security Agreement, less the aggregate amount
----
of all credits; provided, however, that no Account shall be deemed to be an
-------- -------
Eligible Account Receivable if the Account is unpaid more than sixty (60)
days after the original payment due date.
(e) "Eligible Inventory" means (i) the aggregate gross amount of the
------------------
Borrower's Inventory (other than "work-in-process"), valued at the lower of
cost (on a FIFO basis) or market, which (A) is owned solely by the Borrower
and with respect to which the Borrower has good, valid and marketable
title, (B) is subject to a valid, enforceable and first priority Lien in
favor of Agent except for normal and customary warehouseman, filler, packer
and processor charges; (C) is located in the United States; and (D) is not
obsolete or slow moving and for which a markdown reserve has not been made,
and which otherwise conforms to the warranties contained herein, (ii) less
----
Inventory consisting of manufacturing supplies (other than raw materials)
or shipping supplies.
(f) "Eligible WIP and Supplies Inventory" means the aggregate gross
-----------------------------------
amount of the Borrower's Inventory consisting of "work-in-process" and
manufacturing supplies (other than raw materials) and shipping supplies.
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(g) "Excluded Capital Expenditures" means capital expenditures
-----------------------------
made by the Borrower subsequent to March 31, 2001 in connection with
the projects of the Borrower listed on Schedule II hereto in an
aggregate amount not to exceed the maximum amount set forth on
Schedule II.
(h) "Inventory" means all of the Borrower's inventory, including
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without limitation, (i) all raw materials, "work-in-process", parts,
components, assemblies, "supplies" and materials used or consumed in
the Borrowers' business; (ii) all goods, wares and merchandise,
finished or unfinished, held for sale or lease or leased or furnished
or to be furnished under contracts of service; and (iii) all goods
returned to or repossessed by the Borrower.
(i) "Senior Funded Debt" means all Consolidated Funded Debt that
------------------
is not specifically subordinated in right of payment to the Credit
Party Obligations. Senior Funded Debt shall not include Indebtedness
outstanding under the Subordinated Debt Documentation.
(j) "Senior Leverage Ratio" means the ratio of (i) Senior Funded
---------------------
Debt to (ii) Consolidated EBITDA.
(k) "Third Amendment Effective Date" shall have the meaning set
------------------------------
forth in the Third Amendment.
(l) "Third Amendment" means that certain Third Amendment to
---------------
Credit Agreement dated as of September 28, 2001 by and among the
Borrower the Guarantors identified therein, the Lenders identified
therein and the Agent.
SUBPART 2.2. Amendments to Section 2.1(a). The first two sentences of
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Section 2.1(a) of the Existing Credit Agreement are hereby deleted in their
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entirety and replaced with the following:
(a) Revolving Commitment. During the Commitment Period, subject to
--------------------
the terms and conditions hereof, each Lender severally agrees to make
revolving credit loans ("Revolving Loans") to the Borrower from time to
---------------
time for the purposes hereinafter set forth; provided, however, that (i)
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with regard to each Lender individually, the sum of such Lender's share of
outstanding Revolving Loans plus such Lender's Revolving Commitment
----
Percentage of Swingline Loans plus such Lender's LOC Commitment Percentage
----
of LOC Obligations shall not exceed such Lender's Revolving Commitment
Percentage of the lesser of (A) the aggregate Revolving Committed Amount
and (B) the Borrowing Base, and (ii) with regard to the Lenders
collectively, the sum of the aggregate amount of outstanding Revolving
Loans plus Swingline Loans plus LOC Obligations shall not exceed the lesser
---- ----
of (A) the aggregate Revolving Committed Amount then in effect and (B) the
Borrowing
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Base. For purposes hereof, the aggregate amount available hereunder shall
be FIFTY MILLION DOLLARS ($50,000,000) (as such aggregate maximum amount
may be reduced from time to time as provided in Section 2.6, the "Revolving
---------
Committed Amount").
----------------
In connection with the foregoing amendment, each Lender's Revolving
Committed Amount is hereby amended as shown on Schedule I attached hereto.
SUBPART 2.3. Amendment to Section 2.3(a). Section 2.3(a) of the
--------------------------- --------------
Existing Credit Agreement is hereby deleted in its entirety and replaced
with the following:
(a) Swingline Commitment. During the Commitment Period, subject to the
--------------------
terms and conditions hereof, the Swingline Lender, in its individual
capacity, agrees to make certain revolving credit loans to the Borrower
(each a "Swingline Loan" and, collectively, the "Swingline Loans") for the
-------------- ---------------
purposes hereinafter set forth; provided, however, (i) the aggregate amount
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of Swingline Loans outstanding at any time shall not exceed FIVE MILLION
DOLLARS ($5,000,000) (the "Swingline Committed Amount"), and (ii) the sum
--------------------------
of the aggregate amount of outstanding Revolving Loans plus Swingline Loans
----
plus LOC Obligations shall not exceed the lesser of (A) the aggregate
----
Revolving Committed Amount then in effect and (B) the Borrowing Base.
Swingline Loans hereunder may be repaid and reborrowed in accordance with
the provisions hereof.
SUBPART 2.4. Amendment to Section 2.4(a). The first sentence of
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Section 2.4(a) of the Existing Credit Agreement is hereby deleted in its
entirety and replaced with the following:
(a) Issuance. Subject to the terms and conditions hereof and of the
--------
LOC Documents, if any, and any other terms and conditions which the Issuing
Lender may reasonably require, during the Commitment Period the Issuing
Lender shall issue, and the Lenders shall participate in, Letters of Credit
for the account of the Borrower from time to time upon request in a form
acceptable to the Issuing Lender; provided, however, that (i) the aggregate
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amount of LOC Obligations shall not at any time exceed TWENTY MILLION
DOLLARS ($20,000,000) (the "LOC Committed Amount"), (ii) the sum of the
--------------------
aggregate amount of Revolving Loans plus Swingline Loans plus LOC
---- ----
Obligations shall not at any time exceed the lesser of (A) the aggregate
Revolving Committed Amount then in effect and (B) the Borrowing Base, (iii)
all Letters of Credit shall be denominated in U.S. Dollars and (iv) Letters
of Credit shall be issued for the purpose of supporting tax-advantaged
variable rate demand note financing and for other lawful corporate purposes
and may be issued as standby letters of credit, including in connection
with workers' compensation and other insurance programs, and trade letters
of credit.
SUBPART 2.5. Amendment to Section 2.6(a). Section 2.6(a) of the
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Existing Credit Agreement is hereby amended by deleting the proviso at the
end thereof and replacing it with the following:
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provided that no such reduction or termination shall be
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permitted if after giving effect thereto, and to any prepayments of the
Revolving Loans made on the effective date thereof, the sum of the then
outstanding aggregate principal amount of the Revolving Loans plus
----
Swingline Loans plus LOC Obligations would exceed the lesser of (A) the
----
aggregate Revolving Committed Amount then in effect and (B) the
Borrowing Base.
SUBPART 2.6. Amendments to Section 2.7(b)(i). Section
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2.7(b)(i) of the Existing Credit Agreement is hereby deleted in its
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entirety and replaced with the following:
(i) Revolving Committed Amount. If at any time the sum of the
--------------------------
aggregate principal amount of outstanding Revolving Loans plus
----
Swingline Loans plus LOC Obligations shall exceed the lesser of (A) the
----
aggregate Revolving Committed Amount then in effect and (B) the
Borrowing Base, the Borrower immediately shall prepay the Revolving
Loans and (after all Revolving Loans have been repaid) cash
collateralize the LOC Obligations, in an amount sufficient to eliminate
such excess.
SUBPART 2.7. Amendments to Section 4.2(c). Section 4.2(c) of
---------------------------- --------------
the Existing Credit Agreement is hereby deleted in its entirety and
replaced with the following:
(c) Compliance with Commitments. Immediately after giving
---------------------------
effect to the making of any such Extension of Credit (and the
application of the proceeds thereof), (i) the sum of the aggregate
principal amount of outstanding Revolving Loans plus Swingline Loans
----
plus LOC Obligations shall not exceed the lesser of (A) the aggregate
----
Revolving Committed Amount then in effect and (B) the Borrowing Base,
(ii) the LOC Obligations shall not exceed the LOC Committed Amount and
(iii) the Swingline Loans shall not exceed the Swingline Commitment.
SUBPART 2.8. Amendments to Section 5.1. Section 5.1 of the
------------------------- -----------
Existing Credit Agreement is hereby amended as follows:
(i) The "(c)" at the beginning of Section 5.1(c) is hereby
deleted and replaced with a "(d)", and a new Section 5.1(c) is hereby
added which reads as follows:
(c) Monthly Financial Statements. As soon as available
----------------------------
and in any event within thirty (30) days after the end of each
month, other than the final month of each fiscal quarter of
the Borrower, a company-prepared consolidated balance sheet
of the Borrower and its consolidated Subsidiaries as at the
end of such month and related company-prepared statements of
income and of cash flows for the Borrower and its consolidated
Subsidiaries for such month, in each case setting forth in
comparative form comparative figures for the corresponding
period or periods of the preceding fiscal year (subject in
each case to normal recurring year-end audit adjustments);
(ii) A new Section 5.1(e) is hereby added which reads as
follows:
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(e) As soon as available and in any event within
twenty (20) days after the end of each month, a Borrowing Base
Certificate, duly completed and certified by the Company's
chief executive officer or chief financial officer, detailing
the Borrowers' Eligible Accounts Receivable as of the last day
of the immediately preceding month and Eligible Inventory as
of the most recent date of determination which shall be
determined not less frequently than monthly. The Agent shall
rely on each Borrowing Base Certificate delivered hereunder as
accurately setting forth the available Borrowing Base for all
purposes of this Credit Agreement until such time as a new
Borrowing Base Certificate is delivered to the Agent in
accordance herewith.
SUBPART 2.9. Amendment to Section 5.2(b). Section 5.2(b) of
--------------------------- --------------
the Existing Credit Agreement is hereby amended by adding the words "and
5.1(c)" after the words "and 5.1(b)" and before the word "above".
SUBPART 2.10. Amendments to Section 5.9. Section 5.9 of the
---------------------------
Existing Credit Agreement is hereby amended as follows:
(i) Section 5.9(a) is hereby deleted in its entirety and
--------------
replaced with the following:
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(a) Leverage Ratio. The Leverage Ratio as of the
--------------
last day of each fiscal quarter of the Credit Parties,
commencing with the fiscal quarter ending March 31, 2003,
shall be less than or equal to:
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Fiscal Year March 31 June 30 September 30 December 31
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2001 - -
---------------------------------------------------------------------------------------------------
2002 - - - -
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2003 5.00 to 1.0 4.25 to 1.0 and
thereafter
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(ii) Section 5.9(b) is hereby deleted in its entirety and
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replaced with the following:
(b) Consolidated Net Worth. As of the end of any
----------------------
fiscal quarter, commencing with the fiscal quarter ending
September 30, 2001, Consolidated Net Worth of the Borrower and
its Subsidiaries shall be greater than or equal to (i)
negative $20,000,000 plus (ii) 50% of cumulative quarterly
Consolidated Net Income beginning with the fiscal quarter
ended December 31, 2001 (without deduction for any quarterly
losses) plus (iii) 100% of the Net Cash Proceeds received by
the Borrower or any of its Subsidiaries of any Equity Issuance
by the Borrower or any of its Subsidiaries subsequent to the
Third Amendment Effective Date.
(iii) Section 5.9(c) is hereby deleted in its entirety and
--------------
replaced with the following:
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(c) Interest Coverage Ratio. The Interest Coverage
------------------------
Ratio as of the last day of each fiscal quarter of the Credit
Parties shall be greater than or equal to:
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Fiscal Year March 31 June 30 September 30 December 31
---------------------------------------------------------------------------------------------------
2001 1.00 to 1.0 1.00 to 1.0
---------------------------------------------------------------------------------------------------
2002 0.95 to 1.0 0.90 to 1.0 0.95 to 1.0 1.30 to 1.0
---------------------------------------------------------------------------------------------------
2003 1.70 to 1.0 1.95 to 1.0
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(iv) Section 5.9(d) of the Existing Credit Agreement is
----------------
hereby deleted in its entirety and replaced with the following:
(d) Fixed Charge Coverage Ratio. The Fixed Charge
---------------------------
Coverage Ratio as of the last day of each fiscal quarter of
the Credit Parties, commencing with the fiscal quarter ending
March 31, 2003, shall be greater than or equal to:
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Fiscal Year March 31 June 30 September 30 December 31
---------------------------------------------------------------------------------------------------
2001 - -
---------------------------------------------------------------------------------------------------
2002 - - - -
---------------------------------------------------------------------------------------------------
2003 1.10 to 1.0 1.20 to 1.0 and
thereafter
---------------------------------------------------------------------------------------------------
(v) A new Section 5.9(e) is hereby added which reads as
follows:
(e) Senior Leverage Ratio. The Senior Leverage
----------------------
Ratio as of the last day of each fiscal quarter of the Credit
Parties shall be less than or equal to:
---------------------------------------------------------------------------------------------------
Fiscal Year March 31 June 30 September 30 December 31
---------------------------------------------------------------------------------------------------
2001 2.00 to 1.0 2.00 to 1.0
---------------------------------------------------------------------------------------------------
2002 2.20 to 1.0 2.20 to 1.0 2.00 to 1.0 1.50 to 1.0
---------------------------------------------------------------------------------------------------
2003 - -
---------------------------------------------------------------------------------------------------
(vi) A new Section 5.9(f) is hereby added which reads as
follows:
(f) Capital Expenditures. The Borrower and its
--------------------
Subsidiaries shall not, collectively, make or incur Capital
Expenditures in any fiscal quarter through and including the
fiscal quarter ending December 31, 2002 in excess of $750,000;
provided, however, that any amount permitted to be expended in
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any fiscal quarter, if not expended in such fiscal quarter for
which it is permitted may be carried over for expenditure in
any of the following fiscal quarters through the fiscal
quarter ending December 31, 2002. For purposes of determining
compliance with this Section 5.9(f), the Excluded Capital
Expenditures shall be excluded from Capital Expenditures.
Notwithstanding the foregoing to the contrary, in the
event that Consolidated EBITDA as of the end of any fiscal
quarter of the Borrower
-8-
occurring on or after March 31, 2002 shall be greater than
$20,000,000, and the Fixed Charged Coverage Ratio shall be
greater than or equal to 1.10 to 1.0 as of the end of such
fiscal quarter, then the Borrower may elect to no longer
comply with clause (f) hereof, but thereafter upon such
election the Borrower shall be required to maintain a Fixed
Charged Coverage Ratio of not less than (i) 1.10 to 1.0,
commencing as of the end of such fiscal quarter and continuing
through the fiscal quarter ending March 31, 2003 and (ii) 1.20
to 1.0 at all times thereafter until the Loans and other
Extensions of Credit are repaid in full and the Commitments
are terminated.
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1. Third Amendment Effective Date. This Amendment
------------------------------
shall be and become effective as of the date hereof (the "Third
-----
Amendment Effective Date") when all of the conditions set forth in this
------------------------
Part III shall have been satisfied, and thereafter this Amendment shall
--------
be known, and may be referred to, as the "Third Amendment."
---------------
SUBPART 3.2. Execution of Counterparts of Amendment. The Agent
--------------------------------------
shall have received counterparts (or other evidence of execution,
including telephonic message, satisfactory to the Agent) of this
Amendment, which collectively shall have been duly executed on behalf
of each of the Borrower, the Guarantors, the Agent and the Lenders.
SUBPART 3.3. Payment of Amendment Fee. The Borrower shall have
------------------------
paid a fee in connection with this Amendment in an amount equal to
0.125% multiplied by the aggregate Commitments (as reduced by this
Amendment) for the account of each Lender pro rata according to such
Lender's aggregate Commitment (as reduced by this Amendment); provided,
--------
however, that such fee shall be payable only to those Lenders that
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shall have returned executed signature pages to this Amendment no later
than 5:00 p.m. on September 27, 2001 as directed by the Agent.
SUBPART 3.4. Repayment of Revolving Amounts Outstanding. The
------------------------------------------
Borrower shall have paid the amount, if any, by which the sum of the
aggregate principal amount of outstanding Revolving Loans plus
----
Swingline Loans plus LOC Obligations exceeds the lesser of (a) the
----
aggregate Revolving Committed Amount, as reduced by this Amendment, and
(b) the Borrowing Base, for the account of each Lender according to
such Lender's Revolving Commitment Percentage.
SUBPART 3.5. Repayment of Term Loan. The Borrower shall have
----------------------
repaid the outstanding principal amount of the Term Loan and all
interest thereon.
SUBPART 3.6. Opening Borrowing Base Certificate. The Agent
----------------------------------
shall have received a Borrowing Base Certificate as of the Third
Amendment Effective Date
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certified by the chief financial officer of the Company to be true and
correct as of the Third Amendment Effective Date.
PART IV
MISCELLANEOUS
SUBPART 4.1. Cross-References. References in this Amendment to
----------------
any Part or Subpart are, unless otherwise specified, to such Part or
Subpart of this Amendment.
SUBPART 4.2. Instrument Pursuant to Existing Credit Agreement.
------------------------------------------------
This Amendment is a Credit Document executed pursuant to the Existing
Credit Agreement and shall (unless otherwise expressly indicated
therein) be construed, administered and applied in accordance with the
terms and provisions of the Existing Credit Agreement.
SUBPART 4.3. References in Other Credit Documents. At such
------------------------------------
time as this Amendment shall become effective pursuant to the terms of
Subpart 3.1, all references in the Existing Credit Agreement to the
-----------
"Agreement" and all references in the other Credit Documents to the
"Credit Agreement" shall be deemed to refer to the Existing Credit
Agreement as amended by this Amendment.
SUBPART 4.4. Representations and Warranties of the Borrower.
----------------------------------------------
Each of the Credit Parties hereby represents and warrants that (a) it
has the requisite power and authority to execute, deliver and perform
this Amendment, (b) it is duly authorized to, and has been authorized
by all necessary action, to execute, deliver and perform this
Amendment, (c) the representations and warranties contained in Article
-------
III of the Existing Credit Agreement (as amended by this Amendment) are
---
true and correct in all material respects on and as of the date hereof
as though made on and as of such date and after giving effect to the
amendments contained herein (except for those which expressly relate to
an earlier date) and (d) no Default or Event of Default exists under
the Existing Credit Agreement on and as of the date hereof and after
giving effect to the amendments contained herein.
SUBPART 4.5. Counterparts. This Amendment may be executed by
------------
the parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute together but
one and the same agreement. Delivery of executed counterparts of this
Amendment by telecopy shall be effective as an original and shall
constitute a representation that an original shall be delivered.
SUBPART 4.6. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO
-------------
BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE
OF NORTH CAROLINA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW
PRINCIPLES THEREOF.
-10-
SUBPART 4.7. Successors and Assigns. This Amendment shall be
----------------------
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
SUBPART 4.8. Costs and Expenses. The Borrower agrees to pay
------------------
all reasonable costs and expenses of the Agent in connection with the
preparation, execution and delivery of this Amendment, including,
without limitation, the reasonable fees and expenses of Xxxxx & Xxx
Xxxxx, PLLC, and all previously incurred fees and expenses which remain
outstanding on the Amendment Effective Date.
[The remainder of this page has been left blank intentionally]
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Each of the parties hereto has caused a counterpart of this Amendment
to be duly executed and delivered as of the date first above written.
BORROWER: BGF INDUSTRIES, INC., a Delaware
-------- corporation
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------
Name: Xxxxxxxx X. Xxxxxx
--------------------
Title: Senior Vice President, Chief Financial
--------------------------------------
Officer
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GUARANTORS: [NONE]
----------
[SIGNATURES CONTINUED]
AGENT AND LENDER: FIRST UNION NATIONAL BANK, individually
---------------- in its capacity as a Lender and in its
capacity as Agent
By: /s/ Xxxxx Xxxx
------------------------------------
Name: Xxxxx Xxxx
-----------------=----------------
Title: Senior Vice President
---------------------------------
[SIGNATURES CONTINUED]
LENDERS: SUNTRUST BANK, ATLANTA
-------
By:
____________________________________
Name:
__________________________________
Title:
_________________________________
By:
____________________________________
Name:
__________________________________
Title:
_________________________________
[SIGNATURES CONTINUED]
BANK OF AMERICA, N.A. (formerly known as
NationsBank, N.A.)
By:
______________________________________
Name:
_____________________________________
Title:
____________________________________
[SIGNATURES CONTINUED]
NATIONAL BANK OF CANADA
By: /s/ Xxxx X. Council IV
--------------------------------------
Name: Xxxx X. Council IV
------------------------------------
Title: Vice President
-----------------------------------
By: /s/ Xxxx Xxxxxxx
--------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------
Title: Vice President & Manager
-----------------------------------
[SIGNATURES CONTINUED]
WACHOVIA BANK, N.A.
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
-----------------------------------
Title: Vice President
----------------------------------
[SIGNATURES CONTINUED]
GMAC COMMERCIAL CREDIT LLC
By: /s/ Xxxxx Xxxxxxxx
--------------------------------------------------
Name: Xxxxx Xxxxxxxx
------------------------------------------------
Title: Senior Vice President
-----------------------------------------------
[SIGNATURES CONTINUED]
COMERICA BANK
By: /s/ Xxxxxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxxxxx X. Xxxxxx
------------------------------------------
Title: Assistant Vice President
-----------------------------------------
[SIGNATURES CONTINUED]
COMPAGNIE FINANCIERE DE CIC ET
DE L'UNION EUROPEENNE
By: /s/ Xxxxxx X. Xxxx
--------------------------------------------------
Name: Xxxxxx X. Xxxx
------------------------------------------------
Title: Vice President
-----------------------------------------------
By: /s/ Xxxx Xxxxxxx
--------------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------------
Title: Vice President
-----------------------------------------------
[SIGNATURES CONTINUED]
NATEXIS BANQUE
By: /s/ Xxxxxx X. van Tulder
--------------------------------------------------
Name: Xxxxxx X. van Tulder
------------------------------------------------
Title: Vice President and Manager Multinational Group
-----------------------------------------------
By: /s/ Xxxxxxxxx Xxxxxxxxx
--------------------------------------------------
Name: Xxxxxxxxx Xxxxxxxxx
------------------------------------------------
Title: Vice President
-----------------------------------------------
[SIGNATURES CONTINUED]
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxxxxxxxx Xxxxxx
--------------------------------------------------
Name: Xxxxxxxxx Xxxxxx
------------------------------------------------
Title: Vice President
-----------------------------------------------
[SIGNATURES END]
Schedule I
----------
SCHEDULE OF LENDERS REVOLVING
-----------------------------
COMMITTED AMOUNTS
-----------------
Revolving Revolving
Committed Commitment
Lender Amount Percentage
------ ------ ----------
First Union National Bank $7,600,000 15.20%
GMAC Commercial Credit LLC $5,200,000 10.40%
Comerica Bank $5,200,000 10.40%
Credit Lyonnais New York Branch $5,200,000 10.40%
National Bank of Canada $5,200,000 10.40%
Bank of America, N.A. $5,200,000 10.40%
SunTrust Bank, Atlanta $5,200,000 10.40%
Wachovia Bank, N.A. $5,200,000 10.40%
Compagnie Financiere De CIC
Et De L'Union Europpeenne $4,000,000 8.00%
Natexis Banque $2,000,000 4.00%
$50,000,000.00 100.00%
Schedule II
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PROJECTS IN PROCESS
-------------------
[Delivered Separately]
Exhibit A
---------
Form of Borrowing Base Certificate
----------------------------------
The undersigned, ____________________, as _____________ of BGF Industries, Inc.,
hereby certifies that the following Borrowing Base calculation is true and
complete as of the date hereof:
BGF Industries, Inc.
Borrowing Base Calculation
Dollars in Thousands
As of (date)
Eligible Accounts Receivable
----------------------------
Net accounts receivable $ 0
Less: accounts greater than 60 days past due 0
----------
Eligible accounts receivable 0
Accounts receivable advance rate 90.0%
----------
Availability from accounts receivable 0
Eligible Inventory
------------------
Net inventory 0
Less: work in process 0
Less: supplies 0
----------
Eligible inventory 0
Inventory advance rate 60.0%
----------
Availability from inventory 0
Eligible WIP and Supplies Inventory
-----------------------------------
Work in process 0
Supplies 0
----------
Eligible WIP and supplies inventory 0
Inventory advance rate 30.0%
----------
Availability from WIP and supplies inventory 0
Total borrowing base availability 0
Total revolver outstandings (including swingline and l/cs) 0
----------
Net borrowing availability $ 0
==========
IN WITNESS WHEREOF, the undersigned has executed and delivered this Borrowing
Base Certificate on behalf of BGF Industries, Inc. on this _____ day of
__________, 200_.
______________________________
By:___________________________
Title:________________________
