Exhibit 10.2
Execution Version
LIMITED WAIVER AND AMENDMENT
NO. 16 TO CREDIT AGREEMENT
This LIMITED WAIVER AND AMENDMENT
NO. 16 TO CREDIT AGREEMENT (this “ Waiver and
Amendment ”) is dated as of June 30, 2009 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 (“ Agent
”), and the other Lenders signatory hereto. Unless otherwise
specified herein, capitalized terms used in this Waiver 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, the parties to the Credit
Agreement have agreed to a limited waiver and 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 Limited Waiver . The
Agent and the Lenders hereby waive, for the period from and after
June 21, 2009 up to and including September 15, 2009, any
breach of Section 4.1 of the Credit Agreement, and any
Default or Event of Default as a result thereof, solely to the
extent that Borrowers failed to deliver to the Agent an unqualified
opinion (as to going concern) in connection with Borrowers’
delivery of a copy of the audited consolidated balance sheets of
ITG and each of its Subsidiaries (including the Excluded
Subsidiaries) as at the end of fiscal year ended December 31,
2008 and the related consolidated statements of income or
operations, shareholders’ equity and cash flows for such
fiscal year.
2 Amendment to
Section 4 . Section 4 of the Credit
Agreement is hereby amended by inserting the following new
Section 4.18 thereto:
“4.18 Bi-Weekly Conference
Call . Such Credit Party shall participate in biweekly
telephone conference calls with the Agent and the Lenders, which
conference calls shall include a report by the Credit Parties of
the financial performance and business conditions of the Credit
Parties and certain of their Affiliates, including, without
limitation, updates on potential or proposed mergers, backlog and
sales volumes, any proposed refinancings and the financial
performance and status of the BST Group.”
3 Amendment to
Section 6.1 . Section 6.1 of the Credit
Agreement is hereby amended and restated in its entirety to read as
follows:
“6.1 Fixed Charge Coverage
Ratio . Each Credit Party covenants and agrees that, if at any
time Availability is less than $17,500,000, the Fixed Charge
Coverage
Ratio for the twelve month period
ending as of the last day of the immediately 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 Amendments to
Section 7.1 . Section 7.1 of the Credit
Agreement is hereby amended as follows:
(i) Section 7.1(c) is
hereby amended and restated in its entirety to read as
follows:
“(c) Specific Defaults
. (i) Any Credit Party fails to perform or observe any term,
covenant or agreement contained in any of Sections 4.1, 4.2(b),
4.2(d), 4.2(g), 4.3(a), 4.6, 4.9, 4.14, Article V or Article VI
hereof or (ii) any Credit Party fails to perform or observe
any term, covenant or agreement contained in Section 4.18 and,
in the case of this subclause (ii), such failure to perform or
observe shall continue unremedied for a period of seven
(7) days;”
(ii) Section 7.1(n) is
hereby amended and restated in its entirety to read as
follows:
“(n) Amended and Restated
Support Agreement . (A) The Investors fail, at any time
that (x) on any Determination Date, average Availability for
the ten (10) calendar days immediately 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 ITG or (ii) a loan in
the form of WLR Subordinated Indebtedness to ITG, in either case,
in an amount equal to the greater of (X) the amount by which
such average Availability is less than $20,000,000 or Availability
is less than $15,000,000, as applicable, and (Y) $2,500,000
(such greater amount, the “Equity Infusion”), within
three (3) days after a request by Agent or the Majority
Lenders to the Investors to fund such Equity Infusion (a
“Request”); provided, that, notwithstanding the
foregoing, in no event will the aggregate amount required to be
invested or loaned 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 Amendments to
Section 11.1 . Section 11.1 of the Credit
Agreement is hereby amended as follows:
(i) the definition of “Amended
and Restated Support Agreement” is hereby amended and
restated in its entirety to read as follows:
““Amended and Restated
Support Agreement” means that certain Second Amended and
Restated Support Agreement dated as of June 30, 2009 by and
among the Investors, ITG and Agent.”
(ii) the definition of
“BST” is hereby amended and restated in its entirety to
read as follows:
-2-
““BST” means
Global Safety Textiles Holdings LLC (f/k/a BST US Holdings, Inc.),
a Delaware limited liability company.”
6 Representations and
Warranties . In order to induce Agent and the Lenders to
enter into this Waiver and Amendment, each Borrower and each other
Credit Party represents and warrants to Agent and each Lender
(which representations and warranties shall survive the execution
and delivery of this Waiver and Amendment), that:
(a) the execution, delivery and
performance by each Credit Party of this Waiver and Amendment has
been duly authorized by all necessary corporate and partnership
action and this Waiver and Amendment is a legal, valid and binding
obligation of such Credit Party enforceable a
