Exhibit
10.31
EXECUTION VERSION
CONSENT AND AMENDMENT NO. 14
TO CREDIT AGREEMENT
This CONSENT AMENDMENT NO. 14 TO
CREDIT AGREEMENT (this “ Consent and Amendment
”) is dated as of December 24, 2008 by and among
INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation (“
ITG ”), 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 Consent and 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, in connection with the
Credit Agreement, the Agent, General Electric Capital Corporation,
in its capacity as agent for the lenders party to the Mexican
Facility, ITG and Canyon Capital Advisors LLC, as collateral agent
for the subordinated creditors party thereto, entered into an
Amended and Restated Subordination and Intercreditor Agreement
dated as of April 14, 2008 (the “ Existing Noteholder
Subordination Agreement ”);
WHEREAS, ITG and the other Borrowers
and Credit Parties signatory hereto have requested that the Lenders
authorize the Agent to amend and restate the Existing Noteholder
Subordination Agreement on terms set forth herein;
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 5.1 . Section 5.1 of the Credit
Agreement is hereby amended by deleting the “and” at
the end of clause (u) thereof, deleting the “.” at
the end of clause (v) thereof and inserting “;
and” in its place and inserting the following clause
(w) thereto:
“(w) Liens on Collateral as
long as (i) such Liens solely secure payment and performance
of the 18% Senior Note Subordinated Indebtedness and (ii) such
Liens are, pursuant to the Noteholder Subordination Agreement,
subordinated to the Liens thereon in favor of the
Agent.”
2 Amendment to
Section 5.4 . Section 5.4(p) of the Credit
Agreement is hereby amended and restated in its entirety as
follows:
“(p) (i) the Narricot
Subordinated Loan, only if such loan is evidenced by a subordinated
promissory note in form and substance satisfactory to the Agent,
(ii) the transfer by ITG of all of the Stock or Stock
Equivalents of Automotive Safety Components International, Inc. to
BST in connection with the Permitted Reorganization Transactions so
long as contemporaneously with such transfer the promissory note
evidencing the Narricot Subordinated Loan is converted into Stock
of BST, which Stock shall be pledged to the Subordinated Creditors
pursuant to the Noteholder Subordination Agreement, and
(iii) the Subordinated Seller Note, which shall be pledged to
the Subordinated Creditors pursuant to the Noteholder Subordination
Agreement.”
3 Amendment to
Section 7.1 . Section 7.1(e) of the Credit
Agreement is hereby amended by deleting the clause “(y) the
holders of the 18% Senior Note Subordinated Indebtedness deliver a
Subordinated Debt Default Notice to the Agent that triggers the
commencement of the 120 day period described in
Section 2.4 of the Subordinated and Intercreditor dated
as of May 30, 2007, by and among the holders of the 18% Senior
Note Subordinated Indebtedness, ITG and the Agent; or” and
replacing it with the following:
“(y) the holders of the 18%
Senior Note Subordinated Indebtedness deliver a Subordinated Debt
Default Notice to the Agent that triggers the commencement of the
applicable period described in Section 2.4 of the
Noteholder Subordination Agreement; or”
4 Amendments to
Section 11.1 . Section 11.1 of the Credit
Agreement is hereby amended as follows:
(i) the definition of “18%
Senior Note Documents” is hereby amended and restated in its
entirety to read as follows:
“‘18% Senior Note
Documents’ means (i) the Senior Subordinated Note
Purchase Agreement, dated as of June 6, 2007 (as amended,
restated, supplemented or otherwise modified from time to time in
accordance with the Noteholder Subordination Agreement, the
“Senior Note Purchase Agreement”) among ITG and the
purchasers from time to time party thereto (the “Senior Note
Purchasers”), (ii) the $80,000,000 aggregate principal
amount of 18.00% Senior Subordinated Notes due 2011 issued to the
Senior Note Purchasers on June 6, 2007 (such notes, the
“Initial Notes”), any “PIK Notes” (as
defined in the Initial Notes) and any such notes issued in
substitution for the Initial Notes pursuant to Section 14 of
the Senior Note Purchase Agreement and (iii) the Amended and
Restated Pledge Agreement dated as of April 15, 2008 made by
ITG in favor of the Senior Note Purchasers.”
(ii) the definition of “Loan
Documents” is hereby amended and restated in its entirety to
read as follows:
“‘Loan Documents’
means this Agreement, the Notes, the Fee Letter, the Collateral
Documents, the German Factoring Agreement, the Mexican Sale
Agreement, the Intercreditor Agreement, the Noteholder
Subordination Agreement and all documents delivered to the Agent
and/or any Lender in connection with any of the
foregoing.”
-2-
(iii) the definition of
“Permitted Subordinated Debt Payments” is hereby
amended and restated in its entirety to read as follows:
“‘Permitted Subordinated
Debt Payments’ shall have the meaning ascribed thereto in the
Noteholder Subordination Agreement.”
(iv) the following defined terms are
hereby added to Section 11.1 in proper alphabetical
order:
“‘Noteholder
Subordination Agreement’ means that certain Second Amended
and Restated Subordination and Intercreditor Agreement dated as of
December 24, 2008 by and among Clearlake Capital Partners,
LLC, as collateral agent on behalf of Canyon Value Realization
Fund, L.P., CCP F, L.P., Reservoir Capital Partners, L.P.,
Reservoir Capital Investment Partners, L.P. and Reservoir Capital
Master Fund II, L.P., General Electric Capital Corporation, as
agent for the Lenders and the lenders under the Mexican Facility,
and ITG.”
“‘Subordinated
Creditors’ shall have the meaning ascribed thereto in the
Noteholder Subordination Agreement.”
5 Consent . Each of
the Lenders signatory hereto hereby consents to the terms of, and
authorizes and directs the Agent to execute and deliver, the Second
Amended and Restated Subordination and Intercreditor Agreement,
substantially in the form attached as Exhibit I hereto (the
“ Second Amended and Restated Noteholder Subordination
Agreement ”).
6 Representations and
Warranties . In order to induce Agent and the Lenders to
enter into this Consent and Amendment, each Borrower and each other
Credit Party represents and warrants to Agent
