Exhibit 4.3.1.2
18
GMAC COMMERCIAL CREDIT LLC
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
as of October 5, 2001
DELTA XXXXX, INC.
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Re: Consent and Amendment to Credit Agreement and Other Documents
-------------------------------------------------------------
Gentlemen:
Reference is made to the Revolving Credit and Security Agreement dated as
of March 31, 2000 (as amended, restated, renewed, extended, supplemented,
substituted or otherwise modified, the "Credit Agreement"), by and between DELTA
XXXXX, INC. ("Borrower") and GMAC COMMERCIAL CREDIT LLC, as a lender and as
agent for the lenders party to the Credit Agreement from time to time (in such
capacity, "Agent"). All capitalized terms used and not otherwise defined herein
shall have the respective meanings ascribed to them in the Credit Agreement.
1. Borrower has requested that Agent make certain amendments to the
Credit Agreement and Agent has agreed to do so, subject to the terms and
conditions contained herein.
2. Effective as of the date hereof, the Credit Agreement and the Other
Documents are hereby amended as follows:
1 All references to "March 31, 2003" appearing in Section 9(a) of
the Amended and Restated Factoring Agreement and Section 8.3(a) of the Factoring
Service Agreement are amended and restated to read "March 31, 2004."
2 The definition of "Term" appearing in Section 1.2 of the Credit
Agreement is hereby amended and restated in its entirety as follows:
" "Term" shall mean the Closing Date through March 31, 2004."
----
3 Exhibit 5.5(b) of the Credit Agreement is hereby deleted in its
entirety and Exhibit 5.5(b) annexed to this Amendment is substituted therefor.
4 Section 6.9 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"6.9 Maximum Leverage Ratio.
------------------------
(a) Maintain as of the dates set forth below for the
four consecutive quarter period ending thereon, a maximum
Leverage Ratio of not more than the corresponding ratios set
forth below:
Maximum Four Quarter
Leverage Ratio Period Ending
--------------- --------------
25.5:1 September 29, 2001
105.00:1 December 29, 2001
18.50:1 March 30, 2002
6.50:1 June 29, 2002
19
and as of the last day of each of Borrower's fiscal quarters
occurring after June 29, 2002 a maximum Leverage Ratio of
not more than the lesser of (a) 6.50:1 or (b) an amount
equal to Funded Indebtedness on the last day of the
applicable fiscal quarter divided by an amount equal to
fifty percent (50%) of Borrower's EBITDA for Borrower's four
consecutive fiscal quarters ending on such date.
(b) At all times, if at the end of any fiscal quarter
the aggregate amount of outstanding Revolving Advances
("Actual Advances") exceeds the amount of Revolving Advances
set forth in the Borrower's business plan annexed hereto as
Exhibit 5.5(b), then the applicable maximum Leverage Ratio
set forth in Section 6.9(a) above shall be increased by
multiplying such maximum Leverage Ratio by the quotient of
(i) the Adjusted Funded Indebtedness (as defined below) on
such date divided by (ii) the projected Funded Indebtedness
for such date as set forth on Exhibit 5.5(b). For the
purposes hereof, the term "Adjusted Funded Indebtedness" for
a particular date shall mean the sum of the projected Funded
Indebtedness for such date as set forth on Exhibit 5.5(b)
plus the Actual Advances on such date. For the purposes of
clarity, the following is provided as an example:
Funded Actual Scheduled Adjusted
------------ -------- --------- --------
Indebtedness Advances Ratio* Ratio
------------ -------- --------- --------
Per Business Plan 138,302 0 7.0:1 --
Actual 188,302** 50,000 -- 9.8:1
Quotient 1.4 -- -- 1.4
* Scheduled Ratio shall mean the applicable Maximum Leverage
Ratio for the four quarter period ending on the relevant
date on which Actual Advances exceed the Revolving Advances
set forth in the Borrower's business plan.
** Adjusted Funded Indebtedness : 188,302 = 138,302 + 50,000"
4. Borrower has requested that Lender consent to the sale of Borrower's
"Xxxxxx Plant" located in Fountain Inn, South Carolina (the "Xxxxxx Plant"). By
its signature below, Lender hereby consents to the sale of the Xxxxxx Plant by
the Borrower. Borrower and Lender hereby agree that for purposes of calculating
EBITDA under the Credit Agreement, impairment and restructuring costs of the
Xxxxxx Plant closing as reflected on the Borrower's income statements in
accordance with GAAP are considered extraordinary costs as set forth on the
extraordinary cost line in Exhibit 5.5(b).
5. Except as specifically set forth herein, no other changes or
modifications to the Credit Agreement are intended or implied, and, in all other
respects, the Credit Agreement shall continue to remain in full force and effect
in accordance with its terms as of the date hereof. Except as specifically set
forth herein, nothing contained herein shall evidence a waiver or amendment by
Agent of any other provision of the Credit Agreement nor shall anything
contained herein be construed as a consent by Agent to any transaction other
than those specifically consented to herein.
6. The terms and provisions of this agreement shall be for the benefit
of the parties hereto and their respective successors and assigns; no other
person, firm, entity or corporation shall have any right, benefit or interest
under this agreement.
7. This agreement may be signed in counterparts, each of which shall be
an original and all of which taken together constitute one amendment. In making
proof of this agreement, it shall not be necessary to produce or account for
more than one counterpart signed by the party to be charged.
20
8. This agreement sets forth the entire agreement and understanding of
the parties with respect to the matters set forth herein. This agreement cannot
be changed, modified, amended or terminated except in a writing executed by the
party to be charged.
Very truly yours,
GMAC COMMERCIAL CREDIT LLC, as Agent
By:
--------------------------------
Title:
-----------------------------
[SIGNATURES CONTINUED ON NEXT PAGE]
21
[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
ACKNOWLEDGED AND AGREED:
DELTA XXXXX, INC.
By:
---------------------------------
Title:
-------------------------------------
22
