Exhibit 10.30
EXECUTION VERSION
AMENDMENT NO. 13 TO CREDIT
AGREEMENT
This AMENDMENT NO. 13 TO CREDIT
AGREEMENT (this “ Amendment ”) is dated as of
October 1, 2008 by and among INTERNATIONAL TEXTILE GROUP,
INC., a Delaware corporation, the other Borrowers and Credit
Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a
Delaware corporation, for itself and as Agent, and the other
Lenders signatory hereto. Unless otherwise specified herein,
capitalized terms used in this Amendment shall have the meanings
ascribed to them in the Credit Agreement (as hereinafter
defined).
R E C I T A L S:
WHEREAS, Borrowers, the other Credit
Parties, the Agent and the Lenders entered into that certain Credit
Agreement dated as of December 29, 2006 (as amended,
supplemented, restated or otherwise modified from time to time, the
“ Credit Agreement ”); and
WHEREAS, the parties to the Credit
Agreement have agreed to an amendment to the Credit Agreement as
set forth herein;
NOW, THEREFORE, in consideration of
the premises contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1 Amendment to
Section 4.2(g) . Section 4.2(g) of the
Credit Agreement is hereby amended and restated to read in its
entirety as follows:
“(g) concurrently with the
delivery of the financial statements referred to in subsection
4.1(a) and 4.1(b)(i) (or together with the Borrowing Base
Certificate or at such more frequent intervals as the Agent may
request from time to time during the continuance of a Default or an
Event of Default, or with respect to any fiscal month in which
Average Adjusted Availability is less than (x) $20,000,000 at
any time on or prior to March 2, 2007 and (y) $22,500,000
at any time after March 2, 2007, (i) an officers’
certificate signed by a Responsible Officer summarizing Capital
Expenditures to be paid for in the next three months or for the
next succeeding one month when reporting occurs on a monthly basis,
(ii) certifying that such Capital Expenditure payments will be
funded from contributions to capital, working capital or third
party financing, and (iii) certifying that after giving effect
to those Capital Expenditure payments, at all times during such
three month period or one month period, as applicable, Availability
shall not be less than $12,500,000 as of any date and Average
Adjusted Availability will not be less than $22,500,000 as of any
date;”
2 Amendment to
Section 5.4(a) . Section 5.4(a) of the
Credit Agreement is hereby amended and restated to read in its
entirety as follows:
“(a) Investments by
(i) any US Credit Party in, to or for any other US Credit
Party (other than ITG), (ii) Foreign Credit Parties or Foreign
Subsidiaries in, to or for to one or more Foreign Credit Parties or
Foreign Subsidiaries, (iii) any US Credit Party in, to or for
one or more Foreign Credit Parties or Foreign Subsidiaries and
(iv) any Credit Party or any Subsidiary of
any Credit Party in, to or for any
Excluded Subsidiary organized in an Eligible Country (in each case,
other than any member of the BST Group) so long as, in the case of
clauses (iii) and (iv), before and after giving effect thereto
(A) no Default or Event of Default has occurred and is
continuing, (B) Availability is greater than $12,500,000 and
Average Adjusted Availability is greater than (x) $20,000,000
with respect to Investments completed on or prior to March 2,
2007 and (y) $22,500,000 with respect to Investments after
March 2, 2007 and, in the case of clause (iv), no default
exists under any credit facility to which such Excluded Subsidiary
is a party or to which its assets or property are subject, and if
any of the foregoing extensions of credit described in clause (i),
(ii), (iii) or (iv) above are evidenced by notes, such
notes shall be pledged and delivered to the Agent, for the benefit
of the Secured Parties, and have such terms as the Agent may
reasonably require;”
3 Amendment to
Section 6.1 . Section 6.1 of the Credit
Agreement is hereby amended and restated to read in its entirety as
follows:
“6.1 Fixed Charge Coverage
Ratio . Each Credit Party covenants and agrees that if
Availability is less than $12,500,000 or Average Adjusted
Availability is less than $17,500,000 at any time during any fiscal
month, the Fixed Charge Coverage Ratio for the twelve month period
ending as of the last day of the immediately preceding fiscal month
(or with respect to the any fiscal month ending on or before
October 31, 2007, the period commencing on December 1,
2006 and ending on the last day of the preceding fiscal month)
shall in no event be less than 1.05 to 1.00. The Fixed Charge
Coverage Ratio shall be calculated in the manner set forth in
Exhibit 4.2(b) .”
4 Amendment to
Section 7.1 . Section 7.1 of the Credit
Agreement is hereby amended by deleting the “.” at the
end of clause (m) thereof, inserting “; or” in its
place and adding the following clause (n) thereto:
“(n) Amended and Restated
Support Agreement . (A) The Investors fail, at anytime
that (x) on any Determination Date, average Availability for
the fourteen (14) calendar days preceding the Determination
Date is less than $20,000,000 or (y) on any date, Availability
is less than $15,000,000, to make either (i) a cash capital
contribution to Borrower or (ii) a loan in the form of WLR
Subordinated Indebtedness, in an amount equal to the amount by
which such average Availability is less than $20,000,000 or
Availability is less than $15,000,000, as applicable (the
“Equity Infusion”), within 10 days after a request by
Agent or the Majority Lenders (a “Request”); provided,
that, notwithstanding the foregoing, in no event will the aggregate
amount required to be invested or lent by the Investors pursuant to
the Amended and Restated Support Agreement be in excess of
$15,000,000 or (B) Availability falls below $12,500,000 at any
time after a Request is made and prior to the time the
corresponding Equity Infusion is received.”
5 Amendment to
Section 7.2 . Section 7.2 of the Credit
Agreement is hereby amended by deleting the proviso at the end
thereof and inserting the following proviso in its
place:
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“ provided ,
however , that upon the occurrence of any event specified in
subsections 7.1(f) or 7.1(g) above (in the case of clause
(i) of subsection 7.1(g) upon the expiration of the sixty
(60) day period mentioned therein (other than in the case of
the UK Borrower or any other Credit Party incorporated in England
or Wales), the obligation of each Lender to make Loans and the
obligation of the L/C Issuer to issue Letters of Credit shall
automatically terminate and the unpaid principal amount of all
outstanding Loans and all interest and other amounts as aforesaid
shall automatically become due and payable without further act of
the Agent, any Lender or the L/C Issuer. Notwithstanding anything
to the contrary contained herein, the Agent may (and at the request
of Majority Lenders, shall) send Activation Notices at any time
when an Event of Default is continuing or after Availability is
less than $12,500,000 (unless Agent otherwise consents) or Average
Adjusted Availability is equal to or less than $17,500,000;
provided, that if, at any time more than ninety (90) days
after an Activation Notice is sent, Average Adjusted Availability
is more than $17,500,000 and Availability on any single day is not
less than $12,500,000 during the measuring period with respect to
Average Adjusted Availability and no Event of Default is
continuing, then Agent shall rescind such Activation
Notices.”
6 Amendments to
Section 11.1 . Section 11.1 of the Credit
Agreement is hereby amended as follows:
(i) the definition of
“Aggregate Revolving Loan Commitment” is hereby amended
and restated in its entirety to read as follows:
“‘Aggregate Revolving
Loan Commitment’ means the combined Revolving Loan
Commitments of the Lenders, which shall be (i) from the
Closing Date up to but not including the Thirteenth Amendment
Effective Date, in the amount of $165,000,000 and (ii) from
and after the Thirteenth Amendment Effective Date, in the amount of
$129,000,000, as such amount may be increased or reduced from time
to time pursuant to this Agreement.”
(ii) the definition of
“Applicable Margin” is hereby amended and restated in
its entirety to read as follows:
“‘Applicable
Margin’ means:
(a) for the period commencing on the
Closing Date through January 31, 2007, 2.00% for LIBOR Loans
and 1.00% for Base Rate Loans;
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(b) for the period commencing
February 1, 2007 up to but not including the Thirteenth
Amendment Effective Date, the Applicable Margin shall equal the
applicable LIBOR margin or Base Rate margin in effect from time to
time as set forth below, determined on the first Business Day of
each Fiscal Month based upon the Average Daily Revolving Amount
during the immediately preceding fiscal month:
