Exhibit 10.2
February 8, 2002
Consoltex Holdings, Inc. and its Subsidiaries
c/o Consoltex Inc.
0000 XxxxxXxxxxx Xxxxxxx
Xxxxx Xxxxx-Xxxxxxx, Xxxxxx
X0X 0X0 XXXXXX
Attn: Xx. Xxxx X. Xxxxxxxx
Re: Amendment No. 1 to Third Amended & Restated Credit Agreement
Ladies and Gentlemen:
Reference is hereby made to that certain Third Amended & Restated Credit
Agreement dated as of January 24, 2002 by and among each of CONSOLTEX
HOLDINGS, INC., a Delaware corporation ("Consoltex Holdings"), CONSOLTEX
INC., a corporation incorporated under the laws of New Brunswick, Canada
("Consoltex"), CONSOLTEX (USA) INC., a New York corporation ("Consoltex
USA"), CONSOLTEX INTERNATIONAL INC., a Rhode Island corporation ("Consoltex
International"), LINQ INDUSTRIAL FABRICS II, INC., a Delaware corporation
("LINQ"), CONSOLTEX MEXICO, S.A. DE C.V., a Mexican corporation ("Consoltex
Mexico"), and RAFYTEK, S.A. DE C.V., a Mexican corporation ("Rafytek" and
together with Consoltex Holdings, Consoltex, Consoltex USA, Consoltex
International, LINQ and Consoltex Mexico, the "Borrowers", and each
individually a "Borrower"), as Borrowers, the other subsidiaries of
Consoltex Holdings referred to therein as Guarantors, NATIONAL BANK OF
CANADA, a bank governed by the Bank Act (Canada) (the "Bank Act"), in its
capacity as a Lender ("NBC"), BANK OF AMERICA, N.A., a national banking
association organized and existing under the laws of the United States, in
its capacity as a Lender ("Bank of America"), and EACH OTHER FINANCIAL
INSTITUTION PARTY THERETO AS A LENDER (hereinafter NBC, Bank of America and
each other such financial institution may be referred to individually as a
"Lender" or collectively as the "Lenders"), NATIONAL BANK OF CANADA, in its
capacity as administrative agent for the Canadian Facilities Lenders (as
defined in the Credit Agreement) (in such capacity, the "Canadian Agent"),
and BANK OF AMERICA, N.A., in its capacity as administrative agent for the
U.S. Facilities Lenders (as defined in the Credit Agreement) (in such
capacity, the "US Agent" and together with the Canadian Agent, the
"Agents") (as amended hereby and as from time to time further amended,
restated, modified, supplemented, or amended and restated, the "Credit
Agreement"). All capitalized terms not otherwise defined herein shall have
the meaning given thereto in the Credit Agreement.
Pursuant to the request of the Borrowers, the Agents and the Lenders, by
the execution of this amendment letter ("Amendment Letter") by each of
them, as acknowledged by each Borrower and each Guarantor, hereby consent
to the amendment to the Credit Agreement set forth below, and each
Borrower, each Guarantor, each Lender and each Agent hereby agrees that the
Credit Agreement be amended as follows:
(a) The definition of "Restricted Payment" in Section 1.2
of the Credit Agreement is hereby deleted in its entirety and
replaced with the following:
"Restricted Payment" means (a) any dividend or
other distribution, direct or indirect, on account of any
shares of any class of stock of any Borrower or any
Subsidiary Securities of any Subsidiary (other than those
payable or distributable solely to a Borrower or any
Guarantor) now or hereafter outstanding, except a
dividend payable solely in shares of a class of stock to
the holders of that class; (b) any redemption,
conversion, exchange, retirement or similar payment,
purchase or other acquisition for value, direct or
indirect, of the principal of (i) any Subordinated Debt
(including any Subordinated Replacement Note), (ii) any
PIK Note (other than the conversion of any PIK Note into
shares of capital stock of Consoltex Holdings and the
issuance of additional PIK Debentures in lieu of cash
interest, each in accordance with the terms of the Les
Gantiers Debenture), (iii) any AIP PIK Note (other than
the conversion of any AIP PIK Note into shares of capital
stock of Consoltex Holdings and the issuance of
additional AIP PIK Notes in lieu of cash interest, each
in accordance with the terms of the applicable debenture
or note), or (iv) any shares of any class of stock of any
Borrower or any Subsidiary Securities of any Subsidiary
(other than those payable or distributable solely to a
Borrower or any Guarantor) now or hereafter outstanding;
(c) any payment made to retire, or to obtain the
surrender of, any outstanding warrants, options or other
rights to acquire shares of any class of stock of any
Borrower or any Subsidiary Securities of any Subsidiary
now or hereafter outstanding; (d) any issuance and sale
of Subsidiary Securities of any Subsidiary of any
Borrower (or any option, warrant or right to acquire such
stock) other than to a Borrower or a Guarantor; and (e)
any payment to AIP of management or other fees other than
in accordance with the Fee Limitation Agreement; provided
that notwithstanding any of the foregoing to the
contrary, so long as it is consummated in accordance with
the terms and requirements of this Credit Agreement, this
definition of "Restricted Payments" shall not include the
Subordinated Note Exchange.
(b) The definition of "Subordinated Note Exchange" in
Section 1.2 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:
"Subordinated Note Exchange" means the execution
by Consoltex USA, Consoltex, Consoltex International,
LINQ and First Trust National Association of the
Subordinated Replacement Indenture, the issuance of the
Subordinated Replacement Notes pursuant to the terms
thereof, the return to or cancellation by the issuers of
the Subordinated Notes with respect to which Subordinated
Replacement Notes are issued, the making of up to
$500,000 in cash payments to exchanging holders of
Subordinated Notes so long as the cash used in any such
payment is contributed by AIP, one of its affiliated
investment funds or AIP/CGI, to Consoltex Holdings in
cash in the form of an Additional Equity Investment, and
all other transactions related thereto.
(c) Section 9.22 of the Credit Agreement is hereby
amended by deleting clause (a) thereof and replacing it with the
following:
(a) (i) acquiring and cancelling Subordinated Notes
representing not less than 95% of the aggregate principal
amount of the Subordinated Notes by exchanging such
Subordinated Notes for Subordinated Replacement Notes,
including making any cash payment permitted to be made
pursuant to Section 10.21 in connection with the
consummation of the Subordinated Note Exchange, or (ii)
cancelling Subordinated Notes as a contribution to the
equity capital of Consoltex Holdings,
(d) Section 10.9 of the Credit Agreement is hereby
amended by deleting the proviso at the end of clause (c) thereof
in its entirety and replacing it with the following:
(c) except with respect to any Subordinated Debt
subject to any Payment Deferral Arrangement, the issuers
of the Subordinated Debt may pay interest thereon in
accordance with the terms thereof as in effect on the
Closing Date in the Subordinated Indenture, the
Subordinated Notes, the Les Gantiers Debenture, the PIK
Notes and the AIP PIK Notes, and as in effect upon
consummation of the Subordinated Note Exchange in the
Subordinated Replacement Indenture and the Subordinated
Replacement Notes; provided that, except as set forth in
Section 10.22(a) with respect to the PIK Notes upon
satisfaction of the conditions set forth therein and
except with respect to the Subordinated Notes after
consummation of the Subordinated Note Exchange in
accordance with Section 9.22, in no event and
notwithstanding the foregoing shall any such payment be
made in cash; provided further that, other than the
consummation of the Subordinated Note Exchange in
accordance with the terms and conditions of this Credit
Agreement, no such issuer of Subordinated Debt may
redeem, retire, defease or otherwise acquire for value
any principal amount of any such Subordinated Debt for
any reason whether as an optional or mandatory
redemption; and
(e) Section 10.20 of the Credit Agreement is hereby
amended by adding the following proviso to the end of clause (a)
thereof:
, provided that the Subordinated Note Exchange may be
consummated in accordance with the terms and requirements
of this Credit Agreement;
(f) Section 10.21 of the Credit Agreement is hereby
amended by deleting clause (c) thereof and replacing it with the
following:
(c) Except as expressly permitted in Section
10.9(c) or (d), make any cash payment for any reason with
respect to the Subordinated Notes or the Subordinated
Replacement Notes earlier than the day that is
ninety-five (95) days after the Facility Termination
Date, provided that Consoltex and Consoltex USA may make
cash payments to exchanging holders of Subordinated Notes
in connection with the consummation of the Subordinated
Note Exchange so long as (i) the Subordinated Note
Exchange is consummated in accordance with the terms and
conditions of this Credit Agreement, (ii) the aggregate
amount of such cash payments to all exchanging holders of
the Subordinated Notes does not exceed $500,000, and
(iii) any cash paid to exchanging holders of the
Subordinated Notes is contributed by AIP, one of its
affiliated investment funds or AIP/CGI, to Consoltex
Holdings in cash in the form of an Additional Equity
Investment.
In addition to any other requirement set forth herein, the effectiveness of
this Amendment Letter and the amendments to the Credit Agreement, and the
other terms herein provided, are subject to the US Agent having received
eight (8) original counterparts of this Amendment Letter, duly executed by
each of the Borrowers and the Guarantors, as well as by the Required
Lenders.
None of the terms or conditions of this Amendment Letter may be changed,
modified, waived, or canceled, except in accordance with Section 13.6 of
the Credit Agreement. No provision hereof shall affect or impair any term
or condition of the Credit Agreement or any of the other Loan Documents as
currently in full force and effect.
This Amendment Letter may be executed in any number of counterparts, each
of which shall be deemed to be an original as against any party whose
signature appears thereon, and all of which shall together constitute one
instrument.
[Signature pages follow.]
Sincerely yours,
BANK OF AMERICA, N.A.
By: /s/ PeterR. Xxxxx
Name: PeterR. Xxxxx
Title: Principal
NATIONAL BANK OF CANADA
By: /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Vice President, Special Loans and Real Estate
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Senior Manager
ACCEPTED AND AGREED:
THE BANK OF NOVA SCOTIA
By: /s/ Xxxxx Smiles
Name: Xxxxx Smiles
Title: Director
FLEET BUSINESS CREDIT, LLC
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
GMAC BUSINESS CREDIT, LLC
By: /s/ Xxxxxx Xxxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxxx
Title: Director
CONSOLTEX HOLDINGS, INC.
CONSOLTEX (USA) INC.
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: President, Chief Operating Officer and Chief Financial Officer
CONSOLTEX INC.
CONSOLTEX INTERNATIONAL INC.
LINQ INDUSTRIAL FABRICS II, INC.
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Vice President, Strategic Planning
CONSOLTEX MEXICO, S.A. de C.V.
RAFYTEK, S.A. de C.V.
ROYALTON MEXICANA, S.A. de C.V.
ROYALTON DE MEXICO, S.A. de C.V.
RAFYTICA, S.A.
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Director
