Exhibit 99.3
SECOND AMENDMENT on
TO REVOLVING CREDIT AND on
GUARANTY AGREEMENT on
SECOND AMENDMENT, dated as of March 22, 2002 (the "Amendment"), to the
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REVOLVING CREDIT AND GUARANTY AGREEMENT, on dated as of February 20, 2002, among
▇▇▇▇▇ & LORD, INC., a Delaware corporation (the "Borrower"), a debtor and
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debtor-in-possession on under Chapter 11 of the Bankruptcy Code, the Guarantors
named therein (the "Guarantors"), FIRST UNION NATIONAL BANK, a national on
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banking corporation ("FUNB"), each of the other financial institutions from time
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to time party thereto (together with FUNB, the on "Banks") and FIRST UNION
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NATIONAL BANK, as Agent for the Banks (in such capacity, the "Agent"):
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W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantors, the Banks and the Agent are
parties to that certain Revolving Credit and on Guaranty Agreement, dated as of
February 20, 2002 (as amended by that certain First Amendment, dated as of March
13, 2002 and as the same may be further amended, modified or supplemented from
time to time, the "Credit Agreement"); and
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WHEREAS, Wachovia Securities, Inc. acted as book manager and lead
arranger under the Credit Agreement; and
WHEREAS, certain provisions of the Credit Agreement shall be amended,
as set forth herein; and
WHEREAS, Section 10.03(b) of the Credit Agreement provides that each
Bank may assign to one or more Banks or on Eligible Assignees all or a portion
of its interests, rights and obligations under the Credit Agreement (including,
without on limitation, all or a portion of its Commitment and the same portion
of the related Loans at the time owing to it) by executing and on delivering
with such Bank or Eligible Assignee an Assignment and Acceptance in
substantially the form of Exhibit D to the Credit on Agreement (a copy of which
is annexed hereto as Exhibit A); and
WHEREAS, FUNB wishes to assign to each of the financial institutions
(other than FUNB) that is named on Annex A on hereto (such financial
institutions other than FUNB, collectively the "New Banks"), and each of the New
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Banks wishes to assume, a pro rata portion of FUNB's interests, rights and
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obligations under the Credit Agreement; and
WHEREAS, the Borrower, the Guarantors, FUNB, the New Banks and the
Agent have determined that the execution and on delivery of this Amendment to
effectuate a reallocation of the Total Commitment among FUNB and the New Banks
will be more expeditious and administratively efficient than the execution and
delivery of separate Assignment and Acceptances between FUNB and each of the on
New Banks;
WHEREAS, upon the occurrence of the Effective Date (as hereinafter
defined) of this Amendment, each of the New Banks shall become a party to the
Credit Agreement as a Bank and shall have the rights and obligations of a Bank
thereunder, and the on respective Commitment of FUNB and each of the New Banks
under the Credit Agreement shall be in the amount set forth opposite its name on
Annex A hereto, as the same may be reduced from time to time pursuant to Section
2.10 of the Credit Agreement; and
WHEREAS, upon and after the Effective Date, General Electric Capital
Corporation, The CIT/Group Commercial Services, LaSalle Business Credit, Inc.
and Foothill Capital Corporation will each act as documentation agent.
NOW, THEREFORE, it is agreed:
1. As used herein all terms that are defined in the Credit Agreement
shall have the same meanings herein.
2. Section 10.10(a) of the Credit Agreement is hereby amended by (A)
inserting the following text immediately following the on phrase "Super-majority
Banks" appearing in clause (1) of the proviso therein:
"increase the percentage advance rates set forth in the definition of
the term "Borrowing Base" or"
; and (B) deleting the word "or" at the end of clause (3)(iii) appearing in the
proviso therein, inserting in lieu thereof a "," and inserting the following new
clause (v) at the end of clause (3)(iv) of the proviso therein:
"or (v) increase the Total Commitment."
3. Annex A to the Credit Agreement is hereby replaced in its entirety
by Annex A hereto.
4. The signature pages of the Credit Agreement are hereby amended to
conform to the signature pages hereto.
5. By its execution and delivery hereof, FUNB shall be deemed to have
made each of the statements set forth in clauses (i) and (ii) of paragraph 2 of
the Assignment and Acceptance as if such statements were fully set forth herein
at length.
6. By its execution and delivery hereof, each of the New Banks shall be
deemed to have made each of the statements set forth in clauses (i), (ii),
(iii), (iv) and (v) of paragraph 3 of the Assignment and Acceptance as if such
statements were fully set forth on herein at length.
7. On the Effective Date, (i) each New Bank will pay to the Agent (for
the account of FUNB) such amount as represents such New Bank's on pro rata
portion of the aggregate principal amount of the Loans, if any, that are
outstanding on the
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Effective Date and such New Bank's pro rata portion of the aggregate amount
of the then unreimbursed drafts, if any, that on were theretofore drawn under
Letters of Credit, and (ii) the Agent shall pay to each of the New Banks such
fees as have been on previously agreed to between the Agent and such New Bank.
Promptly following the occurrence of the Effective Date, and in accordance with
Section 10.03(e) of the Credit Agreement, the Agent shall record in the Register
the names and addresses of each New Bank and on the principal amount equal to
such Bank's Commitment reflected on Annex A hereto.
8. Nothing in this paragraph shall increase the amount of fees the
Borrower is obligated to pay pursuant to the Credit on Agreement. By its
execution and delivery hereof, each of the New Banks (i) agrees that any
interest, Commitment Fees and Letter of on Credit Fees (pursuant to Sections
2.08, 2.20 and 2.21 of the Credit Agreement) that accrued prior to the Effective
Date shall not be payable to such New Bank and authorizes and directs the Agent
to deduct such amounts from any interest, Commitment Fees or Letter of Credit
Fees paid after the date hereof and to pay such amounts to FUNB (it being
understood that interest, Commitment Fees and Letter of Credit Fees respecting
the Commitment of FUNB and each New Bank which accrue on or after the Effective
Date shall be payable to on such Bank in accordance with its Commitment), (ii)
acknowledges that if such New Bank is organized under the laws of a jurisdiction
on outside of the United States, such New Bank has heretofore furnished to the
Agent the forms prescribed by the Internal Revenue on Service of the United
States certifying as to such New Bank's exemption from United States withholding
taxes with respect to any on payments to be made to such New Bank under the
Credit Agreement (or such other documents as are necessary to indicate that all
such on payments are subject to such tax at a rate reduced by an applicable tax
treaty) and (iii) acknowledges that such New Bank has on heretofore supplied to
the Agent the information requested on the administrative questionnaire which is
attached to the Assignment on and Acceptance as Exhibit A.
9. This Amendment shall not become effective (the "Effective Date")
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until (i) the date on which this Amendment shall have been executed by the
Borrower, the Guarantors, FUNB, the New Banks and the Agent, and the Agent shall
have received evidence satisfactory to it of such execution and (ii) the
payments provided for in clauses (i) and (ii) of paragraph 7 hereof shall have
been made.
10. 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.
11. 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 special
counsel to the Agent.
12. 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
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referred to therein or (b) to prejudice any right or rights which the Agent
or the Banks 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 on Agreement is referred to in the Credit Agreement or any
of the instruments, agreements or other documents or papers executed or on
delivered in connection therewith, such reference shall be deemed to mean the
Credit Agreement as modified by this Amendment.
13. This Amendment may be executed in any number of counterparts and by
the different parties hereto in separate counterparts, on each of which when so
executed and delivered shall be deemed to be an original and all of which taken
together shall constitute but on one and the same instrument.
14. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of New York.
[SIGNATURE PAGES TO FOLLOW]
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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:
▇▇▇▇▇ & LORD, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President, Secretary and Treasurer
GUARANTORS:
▇▇▇▇▇ & LORD INDUSTRIES, INC.
G&L SERVICE COMPANY,
NORTH AMERICA, INC.
SWIFT TEXTILES, INC.
SWIFT DENIM SERVICES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President, Secretary and Treasurer
▇▇▇▇▇ & LORD PROPERTIES, INC.
SWIFT DENIM PROPERTIES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Treasurer
GREENSBORO TEXTILE
ADMINISTRATION LLC
BRIGHTON WEAVING LLC
FLINT SPINNING LLC
SOCIETY HILL FINISHING LLC
▇▇▇▇▇▇▇▇ WEAVING LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Manager
FIRST UNION NATIONAL BANK
Individually and as Agent
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
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THE CIT/GROUP COMMERCIAL SERVICES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
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GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Duly Authorized Signatory
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FOOTHILL CAPITAL CORPORATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
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LASALLE BUSINESS CREDIT, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: First Vice President/Counsel
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ANNEX A
Commitment Commitment
Bank Amount Percentage
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First Union National Bank $ 26,400,000.00 26.4%
One First Union Center
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
The CIT/Group Commercial Services $ 18,400,000.00 18.4%
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇
General Electric Capital Corporation $ 18,400,000.00 18.4%
▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Foothill Capital Corporation $ 18,400,000.00 18.4%
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Eunnie ▇▇▇
▇▇▇▇▇▇▇ Business Credit, Inc. $ 18,400,000.00 18.4%
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇
Total $100,000,000.00 100%
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