Exhibit 10(c)
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SECOND AMENDMENT
TO REVOLVING CREDIT AND
GUARANTY AGREEMENT
SECOND AMENDMENT, dated as of April 23, 2002 (the "Amendment"), to the
REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of March 13, 2002, among
XXXXXXXX XXXXX, INC., a Delaware corporation (the "Borrower"), a debtor and
debtor-in-possession under Chapter 11 of the Bankruptcy Code, the Guarantors
named therein (the "Guarantors"), WACHOVIA BANK, NATIONAL ASSOCIATION, formerly
known as First Union National Bank, a national banking corporation ("Wachovia"),
each of the other financial institutions from time to time party thereto
(together with Wachovia, the "Lenders") and Wachovia, as Agent for the Lenders
(in such capacity, the "Agent"):
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantors, the Lenders and the Agent are
parties to that certain Revolving Credit and Guaranty Agreement, dated as of
March 13, 2002 (as amended by that certain First Amendment dated as of April 2,
2002, and as the same may be amended, modified or supplemented from time to
time, the "Credit Agreement");
WHEREAS, the Borrower and the Guarantors have requested that from and
after the Effective Date (as hereinafter defined) of this Amendment, the Credit
Agreement be amended, subject to and upon the terms and conditions set forth
herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Section 1.01 of the Credit Agreement is hereby amended by replacing
the definition of "Credit Memo Account" with the following:
"Credit Memo Account" shall mean an Account with respect to which the
Account Debtor has provided notification to the Borrower or Guarantor
with respect to an asserted non-cash reduction relating to such account
as a result of, among other things, a billing error, xxxx-down
allowance or returned product, to the extent of the amount of such
asserted non-cash reduction.
2. The definition of "Eligible Accounts Receivable" in Section 1.01 of
the Credit Agreement is hereby amended by (i) replacing the reference to clause
"(u)" with clause "(t)" in the first paragraph thereof, (ii) adding the word
"and" at the end of clause (s) thereof, (iii) replacing "; and" appearing at the
end of clause (t) thereof with a period and (iv) deleting clause (u) thereof in
its entirety.
3. Section 6.10 of the Credit Agreement is hereby amended by replacing
clause (v) thereof with the following new clause (v):
(v) advances to Guilford de Tamaulipas, S.A. de C.V., Guilford de
Altamira, S.A. de C.V. or Altamira Servicios de Infraestructura S.A. de
C.V. in an amount not to exceed $700,000 during any single fiscal
quarter (which amount may be increased to $1,000,000 in the sole
discretion of the Agent) commencing with the first fiscal quarter after
the Closing Date or $1,500,000 in the aggregate during the one year
period beginning on the Closing Date, and in any event only to the
extent specified in the Budget for the winddown of operations at the
plant located in Altamira, Mexico.
4. The Credit Agreement is hereby further amended by replacing Exhibit
E thereof in its entirety with the form attached hereto as Exhibit A.
5. This Amendment shall not become effective until the date (the
"Effective Date") on which this Amendment shall have been executed by the
Borrower, the Guarantors and the Required Lenders, and the Agent shall have
received evidence satisfactory to it of such execution.
6. Except to the extent hereby amended, the Credit Agreement and each
of the Loan Documents remain in full force and effect and are hereby ratified
and affirmed.
7. The Borrower agrees that its obligations set forth in Section 10.05
of the Credit Agreement shall extend to the preparation, execution and delivery
of this Amendment, including the reasonable fees and disbursements of counsel to
the Agent.
8. This Amendment shall be limited precisely as written and shall not
be deemed (a) to be a consent granted pursuant to, or a waiver or modification
of, any other term or condition of the Credit Agreement or any of the
instruments or agreements referred to therein or (b) to prejudice any right or
rights which the Agent or the Lenders may now have or have in the future under
or in connection with the Credit Agreement or any of the instruments or
agreements referred to therein. Whenever the Credit Agreement is referred to in
the Credit Agreement or any of the instruments, agreements or other documents or
papers executed or delivered in connection therewith, such reference shall be
deemed to mean the Credit Agreement as modified by this Amendment.
9. This Amendment may be executed in any number of counterparts and by
the 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 instrument. A fax copy of a
counterpart signature page shall serve as the functional equivalent of a
manually executed copy for all purposes.
10. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and the year first written.
BORROWER:
XXXXXXXX XXXXX, INC.
By:______________________________________
Title:______________________________
GUARANTORS:
CURTAINS AND FABRICS, INC.
GOLD XXXXX, INC.
RASCHEL FASHION INTERKNITTING, LTD.
GFD FABRICS, INC.
GFD SERVICES, INC.
MEXICAN INDUSTRIES OF NORTH
CAROLINA, INC.
XXXXXXX LACES, LTD.
ADVISORY RESEARCH SERVICES, INC.
XXXXXXXX XXXXX (MICHIGAN), INC.
GUILFORD AIRMONT, INC.
GOLD MILL FARMS, INC.
GMI COMPUTER SALES, INC.
TWIN RIVERS TEXTILE PRINTING AND FINISHING
By: Advisory Research Services, Inc.
a General Partner
By:______________________________________
Title:______________________________
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AGENT AND LENDERS:
WACHOVIA BANK, NATIONAL ASSOCIATION,
formerly known as First Union National Bank,
Individually and as Agent
By:______________________________________
Title:______________________________
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EXHIBIT A TO SECOND AMENDMENT
(EXHIBIT E TO CREDIT AGREEMENT)
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