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EXHIBIT 10.1
FIFTH AMENDMENT TO AMENDED AND
RESTATED LOAN AND SECURITY
AGREEMENT
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT (this "Agreement") is made and
entered into on October 22, 2007, by and among THE DIXIE
GROUP, INC. , a Tennessee corporation ("Borrower"), each of
the subsidiaries of Borrower as guarantors ("Guarantors"), and
BANK OF AMERICA, N.A. (as both "Agent" and "Lender") in
its capacity as collateral and administrative agent for Lenders
(as defined in the Loan Agreement referenced below), and
Lenders.
Recitals :
Lender and Borrower are parties to a certain
Amended and Restated Loan and Security Agreement dated
April 14, 2004, as amended (as at any time amended, the
"Loan Agreement"), pursuant to which Lender agreed to make
certain loans and other extensions of credit to Borrower from
time to time, subject to the terms and conditions contained
therein.
Borrower has requested that Lender agree to
amend the Loan Agreement. Lender is willing to amend the
Loan Agreement, subject to the terms and conditions contained
herein.
NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand
paid and other good and valuable consideration, the receipt and
sufficiency of which are hereby severally acknowledged, the
parties hereto, intending to be legally bound hereby, agree as
follows:
1.
Definitions . All
capitalized terms used in this Agreement, unless otherwise
defined herein, shall have the meaning ascribed to such terms in
the Loan Agreement.
2.
Amendments to Loan Agreement .
The Loan Agreement is hereby amended as follows:
(a)
By deleting the reference to "$80,000,000"
contained on the cover page to the Loan Agreement and by
substituting a reference to "$90,000,000" in lieu thereof.
(b)
By deleting the reference to "$80,000,000"
contained in Section 1 of the Loan Agreement and by substituting
a reference to "$90,000,000" in lieu thereof.
(c)
By deleting Section 9.2.7 of the Loan Agreement
in its entirety and by substituting the following new Section
9.2.7 in lieu thereof:
9.2.7
Distributions . Declare or make any
Distributions, except for (i) Upstream Payments,
(ii) so long as each of the Distribution Conditions is
satisfied, payment of dividends and repurchases of Equity
Interests in Borrower (other than Special Distributions) not to
exceed $3,000,000 in the aggregate per Fiscal Year,
(iii) payment of dividends and repurchases of Equity
Interests in Borrower (other than Special Distributions) in
excess of $3,000,000 in the aggregate per Fiscal Year so
long as each of the Distribution Conditions is
satisfied and Borrower (a) shall have maintained Average
Availability of not less than $5,000,000 for the period
consisting of the 60 days preceding such Distribution,
(b) shall have Availability of not less than $5,000,000 on
the date of such Distribution and after giving pro forma effect
to such Distribution, and (c) shall have maintained a Fixed
Charge Coverage Ratio of not less than 1.00 to 1:00 for the
twelve month period ended on the last day of the most recently
ended Fiscal Quarter both prior to such Distribution and after
giving pro forma effect to such Distribution; and (iv) so long
as each of the Special Distribution Conditions is satisfied,
Special Distributions.
(d)
By deleting the definition of "Fixed Charge
Coverage Ratio" in Appendix A to the Loan Agreement and by
substituting the following new definition in lieu thereof:
Fixed Charge Coverage Ratio - for any
period, the ratio of (i) EBITDA for such period minus
Capital Expenditures for such period (but excluding Capital
Expenditures financed with the proceeds of Debt for Money
Borrowed other than Revolver Loans), minus Borrower's
cash income taxes for such period (but excluding the effect of
income tax refunds with respect to prior fiscal periods),
minus Distributions (other than Special Distributions)
made during such period, to (ii) regularly scheduled payments of
principal and interest on Borrower's Funded Debt due during such
period.
(e)
By adding the following new definitions of
"Special Distributions," "Special Distribution Certificate,"
"Special Distribution Conditions," and "Special Distribution
Period" to Appendix A to the Loan Agreement, in proper
alphabetical sequence:
Special Distributions - so long as each
of the Special Distribution Conditions is satisfied, payment of
dividends and repurchases of Equity Interests in Borrower not to
exceed $10,000,000 in the aggregate made by Borrower on or
before December 31, 2008. All such Special Distributions
shall be made during Special Distribution Periods, as defined
herein, and shall be made in amounts not to exceed the amounts
determined by, and set forth in, a Special Distribution
Certificate, as defined herein.
Special Distribution Certificate - a
Certificate prepared by Borrower and delivered to Lender prior
to the commencement of a Special Distribution Period, which sets
forth the maximum amount of Special Distributions that
may be made by Borrower during such Special Distribution Period
based on the Special Distribution Conditions and incorporates a
calculation of each of the Special Distribution Conditions.
The Special Distribution Certificate shall also set forth
the aggregate of all Special Distributions and Distributions
disbursed since the date of the Fifth Amendment.
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Special Distribution Conditions - the
following conditions, the satisfaction of each of which shall be
a condition to each Special Distribution under Section 9.2.7(iv)
of this Agreement:
(i)
Each of the Distribution Conditions is
satisfied;
(ii)
Borrower shall have maintained Availability of
not less than $12,000,000 on each Business Day during the 60-day
period preceding delivery of each Special Distribution
Certificate after giving pro forma effect to such Special
Distribution;
(iii)
Borrower shall have Availability of not less
than $12,000,000 on the date of such Special Distribution and
after giving pro forma effect to such Special Distribution;
(iv)
Borrower shall have a Debt to EBITDA ratio equal
to or less than 3.75 to 1.00 (after giving p
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