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SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated
effective as of the 11th day of August, 1997, among SPRINGS INDUSTRIES, INC.
(the "Borrower"), WACHOVIA BANK, N.A., as Agent (the "Agent") and WACHOVIA BANK,
N.A., SUNTRUST BANK, ATLANTA, and NATIONSBANK, N.A. (collectively, the "Banks");
WITNESSETH:
WHEREAS, the Borrower, the Agent and the Banks are parties to that
certain Credit Agreement, dated as of the 12th day of August, 1996, as amended
from time to time (the "Credit Agreement");
WHEREAS, the Borrower has requested and the Agent and the Banks have
agreed to renew and extend their Commitments to make Term Loan Advances for an
additional 364 days and make certain amendments to the Credit Agreement, subject
to the terms and conditions hereof;
NOW, THEREFORE, for and in consideration of the above premises and
other good and valuable consideration, the receipt and sufficiency of which
hereby is acknowledged by the parties hereto, the Borrower, the Agent and the
Banks hereby covenant and agree as follows:
1. Definitions. Unless otherwise specifically defined herein, each term
used herein which is defined in the Credit Agreement shall have the meaning
assigned to such term in the Credit Agreement. Each reference to "hereof,"
"hereunder," "herein," and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Credit Agreement shall from and after the date hereof refer to the Credit
Agreement as amended hereby.
2. Amendments.
(a) The definition of "Amortization Date" located in Section
1.01 of the Credit Agreement is hereby deleted and substituted in lieu thereof
is the following:
"Amortization Date" means August 10, 1998.
(b) Clause (ii) beginning on the 11th line of Section
2.01 is hereby amended in its entirety as follows:
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"(ii) occur before August 10, 1998, and thereafter to make Refunding
Loans from time to time before the Maturity Date."
(c) Section 2.06(b) is hereby deleted and substituted in lieu thereof
is the following:
"(b) The Borrower shall pay to the Agent, for the ratable account of
each Bank, a commitment fee, calculated on the average daily amount of
the Unused Commitments, at the rate of 0.05% per annum. Such commitment
fees shall accrue from and including August 11, 1997, to but excluding
August 10, 1998, and shall be payable on September 30, 1997, December
31, 1997, March 31, 1998, June 30, 1998, and August 10, 1998, as
applicable."
3. Effect of Amendment. Except as set forth expressly hereinabove, all
terms of the Credit Agreement and the other Loan Documents shall be and remain
in full force and effect, and shall constitute the legal, valid, binding and
enforceable obligations of the Borrower. The amendments contained herein shall
be deemed to have prospective application only, unless otherwise specifically
stated herein.
4. 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 counterparts, taken together, shall constitute but one and the same
instrument.
5. Section References. Section titles and references used in this
Amendment shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreements among the parties hereto evidenced hereby.
6. No Default. To induce the Agent and the Banks to enter into this
Amendment and to continue to make advances pursuant to the Credit Agreement, the
Borrower hereby acknowledges and agrees that, as of the date hereof, and after
giving effect to the terms hereof, there exists (i) no Default or Event of
Default and (ii) no rights of offset, defense, counterclaim, claim or objection
in favor of the Borrower arising out of or with respect to any of the Loans or
other obligations of the Borrower owed to the Banks under the Credit Agreement.
7. Further Assurances. The Borrower agrees to take such further actions
as the Agent shall reasonably request in connection herewith to evidence the
amendments herein contained to the Borrower.
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8. Governing Law. This Amendment shall be governed by and construed and
interpreted in accordance with the laws of the State of Georgia.
9. Conditions Precedent. This Amendment shall become effective only
upon (i) execution and delivery of this Amendment by each of the parties hereto,
(ii) execution and delivery of the Consent and Reaffirmation of Guarantors at
the end hereof by each of the Guarantors, and (iii) delivery of certified
resolutions from the Borrower authorizing the execution and performance of the
terms of this Amendment and from each Guarantor authorizing the execution and
performance of the terms of the Consent and Reaffirmation of Guarantors attached
hereto.
IN WITNESS WHEREOF, the Borrower, the Agent and each of the Banks has
caused this Amendment to be duly executed, under seal, by its duly authorized
officer as of the day and year first above written.
SPRINGS INDUSTRIES, INC.,
as Borrower (SEAL)
By: /s/Xxxxxx X. Xxxxxx
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Title: Treasurer
WACHOVIA BANK, N.A.,
as Agent and as a Bank (SEAL)
By: /s/Xxxxx X. Xxxxxx
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Title: Vice President
SUNTRUST BANK, ATLANTA,
as a Bank (SEAL)
By: /s/Xxxxxxx X. Xxxxxxx
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Title: Banking Officer
By: /s/X. X. Xxxx
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Title: Vice President
NATIONSBANK, N.A.
as a Bank (SEAL)
By: /s/X. Xxxxxx Xxxxx
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Title: Senior Vice President
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CONSENT AND REAFFIRMATION OF GUARANTORS
Each of the undersigned (i) acknowledges receipt of the foregoing
Second Amendment to Credit Agreement (the "Amendment"), (ii) consents and agrees
to all of the terms of the foregoing Amendment, and (iii) reaffirms all of its
obligations and covenants, respectively, as a Guarantor under the Guaranty dated
as of August 12, 1996, executed and delivered by Springs Window Fashions
Division, Inc., and Dundee Xxxxx, Incorporated, and as a Contributing Party
under the Contribution Agreement dated as of August 12, 1996, and agrees that
none of such obligations and covenants shall be affected by the execution and
delivery of the Amendment. This Consent and Reaffirmation 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 counterparts, taken together, shall constitute but one and the
same instrument.
SPRINGS WINDOW FASHIONS
DIVISION, INC. (SEAL)
By: /s/Xxxxxx X. Xxxxxx
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Title: Treasurer
DUNDEE XXXXX, INCORPORATED
(SEAL)
By: /s/Xxxxxx X. Xxxxxx
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Title: Treasurer
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