Exhibit 4(d)(16)
Fifteenth Amendment to Loan Agreement
THIS FIFTEENTH AMENDMENT TO LOAN AGREEMENT, dated as of
November 3, 1995, (the "Amendment") is made to the Loan Agreement dated as of
October 29, 1990, as amended by a First Amendment to Loan Agreement, dated March
14, 1991, as amended by a Second Amendment to Loan Agreement, dated March 28,
1991, as amended by a Third Amendment to Loan Agreement, dated May 29, 1991, as
amended by a Fourth Amendment to Loan Agreement, dated as of June 14, 1991, as
amended by a Fifth Amendment to Loan Agreement, dated as of January 28, 1992, as
amended by a Sixth Amendment to Loan Agreement, dated as of November 4, 1992, as
amended by a Seventh Amendment to Loan Agreement, dated as of December 22, 1992,
as amended by an Eighth Amendment to Loan Agreement, dated as of August 24,
1993, as amended by a Ninth Amendment to Loan Agreement, dated as of October 29,
1993, as amended by a Tenth Amendment to Loan Agreement, dated as of April 28,
1994, as amended by an Eleventh Amendment to Loan Agreement, dated as of October
28, 1994. as amended by a Twelfth Amendment to Loan Agreement, dated as of
January 27, 1995, as amended by a Thirteenth Amendment to Loan Agreement, dated
as of April 28, 1995, as amended by a Fourteenth Amendment to Loan Agreement
dated as of July 28, 1995 between TEXFI INDUSTRIES, INC., a Delaware corporation
(the "Borrower"), and NATIONSBANK, N.A, (formerly known as NationsBank,
N.A.(Carolinas) and as NationsBank of North Carolina, N.A.) a national
association, acting as agent for the Lenders (as described in the Loan
Agreement, as defined below) (the "Agent") and the Lenders.
RECITALS
A. The Borrower and the Agent entered into a Loan Agreement dated as of
October 29, 1990, pursuant to which the Lenders, as defined in the Loan
Agreement, extended a $25,000,000 Term Loan and a $15,000,000 Revolving Line of
Credit to the Borrower, which agreement was amended by the First Amendment to
Loan Agreement, dated March 14, 1991, as amended by a Second Amendment to Loan
Agreement, dated March 28, 1991, as amended by a Third Amendment to Loan
Agreement, dated May 29, 1991, as amended by a Fourth Amendment to Loan
Agreement, dated as of June 14, 1991, as amended by a Fifth Amendment to Loan
Agreement, dated as of January 28, 1992, as amended by a Sixth Amendment to Loan
Agreement, dated as of November 4, 1992, as amended by a Seventh Amendment to
Loan Agreement, dated as of December 22, 1992, as amended by an Eighth Amendment
to Loan Agreement, dated as of August 24, 1993, as amended by a Ninth Amendment
to Loan Agreement, dated as of October 29, 1993, as amended by a Tenth Amendment
to Loan Agreement, dated as of April 28, 1994, as amended by an Eleventh
Amendment to Loan Agreement, dated as of October 28, 1994. as amended by a
Twelfth Amendment to Loan Agreement, dated as of January 27, 1995, as amended by
a Thirteenth Amendment to Loan Agreement, dated as of April 28, 1995 by a
Fourteenth Amendment to Loan Agreement dated as of July 28, 1995 (as further
amended, modified, restated or
supplemented from time to time, the "Loan Agreement"). All capitalized terms not
otherwise defined in this Amendment shall have the meaning assigned to them in
the Loan Agreement.
B. In connection with the Second Amendment, the Subsidiary Equipment
Security Agreements were executed and delivered. In connection with the Third
Amendment, the Assignments of Factor Receivables and the Subsidiary Security
Agreements were terminated and two of the Deeds of Trust and Assignments of
Leases, Rents and Profits were executed and delivered. Pursuant to the Seventh
Amendment, the schedule for repayment of the Term Loans were revised and the
schedule for repayment of the Revolving Credit Notes were revised to convert the
Revolving Line of Credit into a term loan payable in installments commencing on
July 31, 1993 and ending on October 31, 1997. Pursuant to the Tenth Amendment,
Twelfth Amendment and Thirteenth Amendment, the schedule for repayment of the
loans and certain financial covenants contained in Article IX of the Loan
Agreement were revised. The other amendments to the Loan Agreement revised
certain financial covenants contained in Article IX of the Loan Agreement.
C. The Borrower, the Lenders and the Agent desire to amend the Loan
Agreement further in accordance with the terms hereof, in order to revise a
certain financial covenant contained in the Loan Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower, the Lenders and the
Agent, for themselves, their successors and assigns, agree as follows:
ARTICLE 1.
AMENDMENTS
Section IX of the Loan Agreement is amended by deleting subparagraphs
9.9, 9.11 and 9.13 in their entirety and substituting the following new
subparagraphs therefor:
"9.9 Net Worth. Permit Tangible Net Worth, as of the last day
of each fiscal quarter of the Borrower, to be less than the sum of (i)
$1,800,000 plus (ii) the sum of, for each fiscal quarter of Borrower,
commencing with the first quarter of the Borrower's 1996 fiscal year:
(A) 50% of all Net Income for each fiscal quarter in which Net Income
is positive and (B) zero, for each fiscal quarter in which Net Income
is zero or negative, calculated for the entire period from and after
the end of the fourth quarter of the Borrower's 1995 fiscal year to the
date of determination thereof."
"9.11 Coverage Ratio. Permit (a) the Quarterly Coverage Ratio
to be less than (i) .75 to 1 at the end of the fourth quarter of the
Borrower's 1995 fiscal year, (ii) 0.7 to 1 at the end of the first
quarter of the Borrower's 1996 fiscal year and (iii) 1.0 to 1 at the
end of the second quarter of the Borrower's 1996 fiscal year and (b)
the Four Quarter Coverage Ratio to be less than (i) 0.9
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to 1 at the end of the fourth quarter of the Borrower's 1996 fiscal
year and (ii) 1.0 to 1 at the end of any fiscal quarter of the Borrower
thereafter.
"9.13 Working Capital. Permit Working Capital to be less than
the following amounts for the date or period indicated (such compliance
to be calculated as of the end of each fiscal quarter of the Borrower):
Applicable date of Period Working Capital
At the end of the fourth quarter of Borrower's $12,000,000
1995 fiscal year
At the end of the first quarter of Borrower's $ 8,000,000
1996 fiscal year
At the end of the second quarter of Borrower's $ 8,000,000
1996 fiscal year
At the end of the third quarter of Borrower's $ 9,000,000
1996 fiscal year and at the end of each fiscal
quarter thereafter
At the end of the fourth quarter of Borrower's $12,000,000
1996 fiscal year and at the end of each fiscal
quarter thereafter
ARTICLE 2.
GENERAL
2.1 Full Force and Effect. Except as expressly amended hereby, the Loan
Agreement shall continue in full force and effect in accordance with the
provisions thereof on the date hereof. As used in the Loan Agreement,
"hereinafter," "hereto," "hereof" and words of similar import shall, unless the
context otherwise requires, mean the Loan Agreement as amended by this
Amendment.
2.2 Applicable Law. This Amendment shall be governed by and c
onstrued in accordance with the laws and judicial decisions of the State of
North Carolina.
2.3 Counterparts, Terms. This Amendment may be executed in
two or more counterparts, each of which shall constitute an original, but
all of which when taken together shall constitute but one instrument.
2.4 Fees and Expenses. The Borrower agrees to pay all reasonable
out-of-pocket expenses incurred by the Agent in connection with the preparation,
execution and delivery of this Amendment, including, without limitation, all
fees and disbursements of Agent's counsel.
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2.5 Headings. The headings of this Amendment are for the purposes of
reference only and shall not effect the construction of the Amendment.
2.6 Valid Agreement. The parties acknowledge that this Amendment
complies in all respects with Section 15.7 of the Loan Agreement, which sets
forth the requirements for amendments thereto.
IN WITNESS WHEREOF, the Borrower and the Agent have caused this
Amendment to be executed by their duly authorized officers all as of the day and
year first above written.
TEXFI INDUSTRIES, INC.
[CORPORATE SEAL] By: /s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
ATTEST: Vice President Finance and Treasurer
/s/ Xxxxx Xxxxx Xxxxxxxxx
Assistant Secretary
NATIONSBANK, N.A.,
as Agent
By: /s/ Xxxxxx X. Xxxxxx
Title: Vice President
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