Exhibit 99.2
SYNDICATION AMENDMENT AND ASSIGNMENT
THIS SYNDICATION AMENDMENT AND ASSIGNMENT (this "Amendment"), dated as of
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November 24, 1998 is by and among BGF INDUSTRIES, INC., a Delaware corporation
(the "Borrower"), those Domestic Subsidiaries of the Borrower party to the
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Existing Credit Agreement referred to below (collectively the "Guarantors"), THE
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PERSON IDENTIFIED AS AN "EXISTING LENDER" ON THE SIGNATURE PAGES HERETO (the
"Existing Lender"), THE PERSONS IDENTIFIED AS "NEW LENDERS" ON THE SIGNATURE
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PAGES HERETO (the "New Lenders" and, together with the Existing Lender, the
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"Lenders") and FIRST UNION NATIONAL BANK, a national banking association, as
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Agent for the Lenders (the "Agent").
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W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement dated as of September 30, 1998,
(the "Existing Credit Agreement") among the Borrower, the Guarantors, the
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Existing Lender and the Agent, the Existing Lender has extended commitments to
make certain credit facilities available to the Borrower; and
WHEREAS, the parties hereto have agreed to amend the Existing Credit
Agreement as set forth herein;
NOW, THEREFORE, 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
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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
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amended hereby.
"Amendment Effective Date" is defined in Subpart 4.1.
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SUBPART 1.2. Other Definitions. Unless otherwise defined herein or
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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 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 continue in
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full force and effect.
SUBPART 2.1. Amendments to Schedule 2.1(a). Schedule 2.1(a) of the
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Existing Credit Agreement is hereby deleted in its entirety and a new
schedule in the form of Schedule 2.1(a) attached hereto is substituted
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therefor.
SUBPART 2.2. Amendments to Schedule 9.2. Schedule 9.2 of the
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Existing Credit Agreement is hereby deleted in its entirety and a new
schedule in the form of Schedule 9.2 attached hereto is substituted
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therefor.
PART III
ASSIGNMENTS AND ASSUMPTIONS
The Existing Lender hereby sells and assigns, without recourse, to the New
Lenders, and the New Lenders hereby purchase and assume, without recourse, from
the Existing Lender, effective as of the Amendment Effective Date, such
interests in the Existing Lender's rights and obligations under the Existing
Credit Agreement and the other Credit Documents (including, without limitation,
the Commitments of the Existing Lender on the Amendment Effective Date and the
Revolving Loans and the portions of the Term Loans owing to the Existing Lender
which are outstanding on the Amendment Effective Date) as shall be necessary in
order to give effect to the reallocations of the Revolving Committed Amount, the
Revolving Commitment Percentages, the Term Loan Committed Amount and the Term
Loan Commitment Percentages, effected by the amendment to Schedule 2.1(a) to the
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Existing Credit Agreement pursuant to Subpart 2.1, whereupon each of the New
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Lenders shall be a party to the Amended Credit Agreement and have all of the
rights and obligations of a Lender thereunder and under the other Credit
Documents. The Existing Lender hereby represents and warrants (a) that it is the
lawful owner of the interests being assigned hereby, free and clear of any lien
or other adverse claim and (b) that it is legally authorized to enter into this
Amendment and this Amendment is the legal, valid and binding obligation of the
Existing Lender, enforceable against it in accordance with its terms. The New
Lenders shall make payment in exchange for such interests in the Existing
Lender's rights and obligations under the Existing Credit Agreement and the
other Credit Documents on November 30, 1998 in the amounts and in accordance
with the percentages set forth in Schedule 2.1 (a), as amended hereby, and the
instructions of the Agent. Each New Lender (a) represents and warrants that it
is legally authorized to enter into this Amendment and this Amendment is the
legal, valid and binding obligation of such New Lender, enforceable against it
in accordance with its terms; (b) confirms that it has received a copy of the
Existing Credit Agreement, together with copies of the financial statements
referred to in Section 3.1 thereof, the financial statements delivered pursuant
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to Section 5.1 thereof, if any, and such other documents and
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information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Amendment; (c) agrees that it will, independently
and without reliance upon the Existing Lender, the Agent or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Amended Credit Agreement, the other Credit Documents or any other
instrument or document furnished pursuant hereto or thereto; (d) appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers and discretion under the Amended Credit Agreement, the other Credit
Documents or any other instrument or document furnished pursuant hereto or
thereto as are delegated to the Agent by the terms thereof, together with such
powers as are incidental thereto; and (e) agrees that it will be bound by the
provisions of the Amended Credit Agreement and will perform in accordance with
its terms all the obligations which by the terms of the Amended Credit Agreement
are required to be performed by it as a Lender including, if it is organized
under the laws of a jurisdiction outside the United States, its obligations
pursuant to Section 2.18 of the Amended Credit Agreement. The Existing Lender
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shall, to the extent of the interests assigned hereby, relinquish its rights and
be released from its obligations under the Existing Credit Agreement. The Agent
shall maintain in its internal records and record in the Register the
information relating to the assignments and assumptions effected pursuant to
this Part III and as required by Section 9.6(d) of the Existing Credit
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Agreement. The Agent hereby agrees (i) that no transfer fee shall be payable
under Section 9.6(e) of the Existing Credit Agreement or otherwise in connection
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with the assignments effected pursuant to this Part III and (ii) to pay to each
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New Lender on the Amendment Effective Date its portion of the upfront fee as set
forth in the Confidential Information Memorandum dated October, 1998 relating to
the Borrower and the credit facilities and distributed to the New Lenders by the
Agent.
PART IV
CONDITIONS TO EFFECTIVENESS
SUBPART 4.1. Amendment Effective Date. This Amendment shall be and
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become effective as of the date hereof (the "Amendment Effective Date")
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when all of the conditions set forth in this Part IV shall have been
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satisfied, and thereafter this Amendment shall be known, and may be
referred to, as the "Syndication Amendment and Assignment."
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SUBPART 4.2. Execution of Counterparts of Amendment. The Agent
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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 4.3. Execution and Delivery of New Notes. Each Lender shall
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have received a new Note or Notes, as the case may be, each in the
principal amount of its respective Commitments and duly executed on behalf
of the Borrower and all heretofore existing Notes shall have been
cancelled.
PART V
MISCELLANEOUS
SUBPART 5.1. Cross-References. References in this Amendment to any
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Part or Subpart are, unless otherwise specified, to such Part or Subpart of
this Amendment.
SUBPART 5.2. Instrument Pursuant to Existing Credit Agreement. This
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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 5.3. References in Other Credit Documents. At such time as
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this Amendment shall become effective pursuant to the terms of Subpart 4.1,
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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 5.4. Representations and Warranties of the Borrower. The
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Borrower hereby represents and warrants that (a) the conditions precedent
to the initial Loans were satisfied as of the Closing Date (or as otherwise
agreed to and assuming satisfaction or waiver, if applicable, of all
requirements in such conditions that an item be in form and/or substance
reasonably satisfactory to the Agent or any Lenders or that any event or
action have been completed or performed to the reasonable satisfaction of
the Agent or any Lenders), (b) the representations and warranties contained
in Article III of the Existing Credit Agreement (as amended by this
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Amendment) are 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 and (c) 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 5.5. Counterparts. This Amendment may be executed by the
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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.
SUBPART 5.6. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A
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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.
SUBPART 5.7. Successors and Assigns. This Amendment shall be
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binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
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
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Delaware corporation
By: /s/ Xxxxxxxx Xxxxxx
Title: Senior Vice-President
Chief Financial Officer
GUARANTORS: [NONE]
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EXISTING LENDER: FIRST UNION NATIONAL
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BANK, individually in its capacity as
an Existing Lender, a Lender and in
its capacity as Agent
By: /s/ Xxxxx Xxxx
Title: Senior Vice President
[SIGNATURES CONTINUED]
NEW LENDERS: SUNTRUST BANK, ATLANTA
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By: /s/ Xxxxx Xxxx
Title: Senior Vice President
By: /s/ Xxxxxx Xxxx
Title: Banking Officer
NATIONSBANK, N.A.
By: /s/ X. Xxxxxxx Parks
Title: Senior Vice President
NATIONAL BANK OF CANADA
By: /s/ Xxxx X. Council IV
Title: Vice President
By: /s/ Xxxxxxx Xxxxxx
Title: Vice President & Manager
WACHOVIA BANK, N.A.
By: /s/ Xxxxxx X. Xxxx
Title: AVP
BNY FINANCIAL CORPORATION
By: /s/ Xxxxx Xxxxxxxx
Title: Vice President
COMERICA BANK
By: /s/ Xxx X. Xxxxx
Title: Vice President
[SIGNATURES CONTINUED]
NEW LENDERS (cont'd): COMPAGNIE FINANCIERE DE CIC ET
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DE L'UNION EUROPEENNE
By: /s/ Xxxxx X'Xxxxx
Title: Vice President
By: /s/ Xxxx Xxxxxxx
Title: First Vice President
NATEXIS BANQUE
By: /s/ Xxxxxx X. van Tulder
Title: Vice President and Manager
Multinational Group
By: /s/ Xxxx Xxxx
Title: AVP
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Olivier Perrain
Title: First Vice President
Schedule 2.1(a)
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SCHEDULE OF LENDERS AND
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COMMITMENTS
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Revolving Revolving LOC LOC
Committed Commitment Committed Commitment
Lender Amount Percentage Amount Percentage
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First Union National Bank $11,400,000.00 15.20000000% $ 3,040,000.00 15.20000000%
BNY Financial Corporation $ 7,800,000.00 10.4000000% $ 2,080,000.00 10.00000000%
Comerica Bank $ 7,800,000.00 10.4000000% $ 2,080,000.00 10.40000000%
Credit Lyonnais New York Branch $ 7,800,000.00 10.40000000% $ 2,080,000.00 10.00000000%
National Bank of Canada $ 7,800,000.00 10.40000000% $ 2,080,000.00 10.00000000%
NationsBank, N.A. $ 7,800,000.00 10.40000000% $ 2,080,000.00 10.00000000%
SunTrust Bank, Atlanta $ 7,800,000.00 10.40000000% $ 2,080,000.00 10.00000000%
Wachovia Bank, N.A. $ 7,800,000.00 10.40000000% $ 2,080,000.00 10.40000000%
Compagnie Financiere De
CIC Et De L'Union
Europpeenne $ 6,000,000.00 8.0000000% $ 1,600,000.00 8.0000000%
Natexis Banque $ 3,000,000.00 4.0000000% $ 800,000.00 4.0000000%
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$75,000,000.00 100.00000% $20,000,000.00 100.00000%
Term Loan
Term Loan Commitment
Lender Committed Amount Percentage
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First Union National Bank $ 7,600,000.00 15.20000000%
BNY Financial Corporation $ 5,200,000.00 10.40000000%
Comerica Bank $ 5,200,000.00 10.40000000%
Credit Lyonnais New York Branch $ 5,200,000.00 10.40000000%
National Bank of Canada $ 5,200,000.00 10.40000000%
NationsBank, N.A. $ 5,200,000.00 10.40000000%
SunTrust Bank, Atlanta $ 5,200,000.00 10.40000000%
Wachovia Bank, N.A. $ 5,200,000.00 10.40000000%
Compagnie Financiere De CIC
Et De L'Union Europpeenne $ 4,000,000.00 8.0000000%
Natexis Banque $ 2,000,000.00 4.0000000%
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$50,000,000.00 100.00000%
Swingline Swingline
Committed Commitment
Lender Amount Percentage
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First Union National Bank $5,000,000 100.00000%
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$5,000,000 100.00000%
Schedule 9.2
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SCHEDULE OF LENDERS' LENDING OFFICES
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FIRST UNION NATIONAL BANK
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Xxxxx Xxxx
Senior Vice President
First Union National Bank
NC0737
000 X. Xxxxxxx Xxxxxx, XX-0
Xxxxxxxxx, XX 00000-0000
Phone: 000-000-0000
Fax: 000-000-0000
SUNTRUST BANK, ATLANTA
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Xxxxx Xxxx
Senior Vice President
SunTrust Bank, Atlanta
000 Xxxxxxxxx Xxxxxx
00xx Xxxxx, XX 000
Xxxxxxx Xxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
NATIONSBANK, N.A.
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Xxxxxx Xxxxx
Assistant Vice President
NationsBank, N.A.
000 X. Xxxxxxxx Xxxxxx, 0xx Floor
NC4-200-03-08
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
NATIONAL BANK OF CANADA
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Xxxxxxx Xxxx
Senior Loan Administrator
National Bank of Canada
Two First Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Phone: (000) 000-0000 (x 229)
Fax: (000) 000-0000
WACHOVIA BANK, N.A.
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Xxxxxx Xxxx
Administrative Specialist
Wachovia Bank, N.A.
000 Xxxxxxxxx Xxxxxx, X.X.
XX-000
Xxxxxxx, Xxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
BNY FINANCIAL CORPORATION
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Xxxxx Xxxxx
Accounting
BNY Financial Corporation
Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
COMERICA BANK
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Xxxxx Xxxxxx
Customer Assistant
Comerica Bank
U.S. Banking East
000 Xxxxxxxx Xxxxxx
0xx Xxxxx, XX0000
Xxxxxxx, Xxxxxxxx 00000-0000
Phone: (000) 000-0000
Fax: (000) 000-0000
Compagnie Financiere De CIC
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Et De L'Union Europpeenne
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Xxxxx X. X'Xxxxx
Compagnie Financiere De CIC
Et De L'Union Europpeenne
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
NATEXIS BANQUE
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Xxxx Xxxx
Natexis Banque
000 0xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
CREDIT LYONNAIS NEW YORK BRANCH
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Xxxx Xxxxxxx
Assistant Vice President
Credit Lyonnais New York Branch
1301 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
