EXHIBIT 10.33
SIXTH AMENDATORY AGREEMENT
THIS SIXTH AMENDATORY AGREEMENT (this "Sixth Amendment") dated
effective as of the 31st day of December, 1996, among ALADDIN MANUFACTURING
CORPORATION, a Delaware corporation, formerly known as Mohawk Manufacturing
Corporation ("Mohawk"), MOHAWK INDUSTRIES, INC., a Delaware corporation
("Industries"; Mohawk and Industries, collectively, the "Obligors"),
WACHOVIA BANK OF GEORGIA, N.A., a national banking association ("Wachovia")
and FIRST UNION NATIONAL BANK OF GEORGIA, a national banking association
("First Union"; Wachovia and First Union, collectively, the "Banks").
W I T N E S S E T H:
WHEREAS, the Obligors and the Banks have executed and delivered that certain
Second Amended and Restated Credit Agreement dated as of the 13th day of
January, 1995 (as amended by the First Amendatory Agreement dated as of June
23, 1995, the Second Amendatory Agreement dated as of July 19, 1995, the
Third Amendatory Agreement dated as of September 28, 1995, the Fourth
Amendatory Agreement dated as of December 22, 1995, and the Fifth Amendatory
Agreement dated as of December 31, 1995, collectively, the "Credit
Agreement");
WHEREAS, the Obligors have requested and the Banks have agreed to adopt
certain amendments to the Credit Agreement, all 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
are acknowledged by the parties hereto, the Obligors and the Banks hereby
agree as follows:
1. Use of Terms. Unless otherwise specifically defined herein, each
term used 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.
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2. Extension and Reinstatement of Tranche B Commitment; Ratification of
Tranche B Notes. Notwithstanding the termination of the Tranche B Commitment
on December 26, 1996, the Tranche B Commitment shall be reinstated on
December 31, 1996 through and including December 26, 1997. All references in
the Credit Agreement and the other Loan Documents to the "Tranche B
Termination Date" shall mean December 26, 1997. All references in the Credit
Agreement and the other Loan Documents to the Tranche B Loan Notes shall
mean the Tranche B Notes issued by Mohawk dated as of December 28, 1995,
payable to the order of each respective Bank.
3. Restatement of Representations and Warranties. Each of the Obligors
hereby restates and renews each and every representation and warranty
heretofore made by it in the Credit Agreement and the other Loan Documents
as fully as if made on the date hereof and with specific reference to this
Sixth Amendment and all other loan documents executed and/or delivered in
connection herewith.
4. Effects 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 Obligors. The amendments
contained herein shall be deemed to have prospective application only,
unless otherwise specifically stated herein.
5. Financing Statements. Promptly upon receipt thereof from the Banks,
the Obligors and each Guarantor shall execute and deliver financing
statements and amendments to existing financing statements as necessary to
reflect the name change of Mohawk Manufacturing Corporation to Aladdin
Manufacturing Corporation.
6. Conditions. This Sixth Amendment shall not become effective
unless all of the following conditions shall have been satisfied:
(a) The Company, the Parent, and each Guarantor shall have
executed and delivered to each of the Banks a counterpart of this Sixth
Amendment.
(b) All proceedings taken in connection with this Sixth Amendment
shall be satisfactory to the Banks and their special counsel. The Banks
and their special counsel shall have received copies of any documents
related to such proceedings, which documents shall be satisfactory to
them.
7. Ratification. Each of the Obligors hereby restates, ratifies and
reaffirms each and every term, covenant and condition set forth in the
Credit Agreement and the other Loan Documents effective as of the date
hereof.
8. Counterparts. This Sixth Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each
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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.
9. Section References. Section titles and references used in this
Sixth 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.
10. No Default. To induce the Banks to enter into this Sixth Amendment
and to continue to make advances pursuant to the Credit Agreement, each of
the Obligors hereby acknowledges and agrees that, as of the date hereof, and
after giving effect to the terms hereof, there exists (1) no Default or
Event of Default and (2) no right of offset, defense, counterclaim, claim or
objection in favor of the Obligors, or any of them, arising out of or with
respect to any of the Loans and other obligations arising from the Credit
Agreement or the other Loan Documents.
11. Governing Law. This Sixth Amendment shall be governed by and
construed and interpreted in accordance with, the laws of the State of
Georgia.
IN WITNESS WHEREOF, each of the Obligors and the Banks has caused this Sixth
Amendment to be duly executed, under seal, by its duly authorized officer as
of the day and year first above written.
ALADDIN MANUFACTURING
CORPORATION
(SEAL)
By:
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Title:
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MOHAWK INDUSTRIES, INC.
(SEAL)
By:
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Title:
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WACHOVIA BANK OF GEORGIA, N.A.
(SEAL)
By:
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Title:
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FIRST UNION NATIONAL BANK OF
GEORGIA
(SEAL)
By:
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Title:
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