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10-Q - FORM 10-Q - INTERNATIONAL TEXTILE GROUP INCd10q.htm
EX-32.2 - SECTION 906 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER - INTERNATIONAL TEXTILE GROUP INCdex322.htm
EX-31.2 - SECTION 302 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER - INTERNATIONAL TEXTILE GROUP INCdex312.htm
EX-31.1 - SECTION 302 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER - INTERNATIONAL TEXTILE GROUP INCdex311.htm
EX-32.1 - SECTION 906 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER - INTERNATIONAL TEXTILE GROUP INCdex321.htm

Exhibit 10.1

AMENDMENT NO. 19 TO CREDIT AGREEMENT

This AMENDMENT NO. 19 TO CREDIT AGREEMENT (this “Amendment”) is dated as of June 15, 2010 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 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 Amendments to Credit Agreement. Section 5.4 of the Credit Agreement is hereby amended by (i) deleting the “and” at the end of clause (o) thereof, (ii) deleting the “.” at the end of clause (p) thereof and replacing it with “; and” and (iii) inserting the following new clause (q) immediately at the end thereof:

“(q) the Investment by ITG in ITG – Phong Phu Joint Venture Company, a joint venture organized under the laws of Vietnam (“Phong Phu”), in the form of either (i) an unsecured subordinated loan from ITG (either directly or through one of its Subsidiaries) to Phong Phu or (ii) a capital contribution by ITG (either directly or through one of its Subsidiaries) in Phong Phu; provided that (w) such Investment shall be made by no later than June 30, 2010, (x) such Investment shall not exceed $1,000,000, (y) at the time such Investment is made, no Default or Event of Default has occurred and is continuing and (z) in the case of clause (i), such unsecured subordinated loan shall be evidenced by a promissory note in form and substance satisfactory to the Agent and delivered to the Agent in original copy together with instruments of transfer executed in blank.”

2 Representations and Warranties. In order to induce Agent and the Lenders to enter into this 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 Amendment), that:

(a) the execution, delivery and performance by each Credit Party of this Amendment has been duly authorized by all necessary corporate and partnership action and this Amendment is a legal, valid and binding obligation of such Credit Party enforceable against such Credit Party in accordance with its terms; and

(b) upon the effectiveness of this Amendment, all of the representations and warranties contained in the Credit Agreement and in the other Loan Documents (other than those which speak expressly only as of an earlier date) are true and correct in all material respects on and as of the date of the effectiveness of this Amendment after giving effect to this Amendment and the transactions contemplated hereby.

3 Conditions to Effectiveness. This Amendment shall be effective on the date when this Amendment shall have been duly executed and delivered by each Borrower, each other Credit Party party hereto, Agent and the Required Lenders.

4 Miscellaneous.

4.1 Effect; Ratification.

(a) Except as specifically set forth above, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. Without limiting the generality of the foregoing, each Credit Party reaffirms its guaranty of the Obligations and the Liens securing those guaranties.

(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Agent or any Lender under the Credit Agreement or any other Loan Document, nor constitute amendment of any provision of the Credit Agreement or any other Loan Document, except as specifically set forth herein. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby.

(c) Each Credit Party acknowledges and agrees that the amendments set forth herein are effective solely for the purposes set forth herein and that the execution and delivery by Agent and the Lenders of this Amendment shall not be deemed (i) except as expressly provided in this Amendment, to be a consent to any amendment, waiver or modification of any term or condition of the Credit Agreement or of any other Loan Document, (ii) to create a course of dealing or otherwise obligate Agent or Lenders to forbear, waive, consent or execute similar amendments under the same or similar circumstances in the future, or (iii) to amend, prejudice, relinquish or impair any right of Agent or Lenders to receive any indemnity or similar payment from any Person or entity as a result of any matter arising from or relating to this Amendment.

4.2 Counterparts and Signatures by Fax. This Amendment may be executed in any number of counterparts, each such counterpart constituting an original but all

 

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together one and the same instrument. Any party delivering an executed counterpart of this Amendment by fax shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of this Amendment.

4.3 Severability. In case any provision in or obligation under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

4.4 Loan Document. This Amendment shall constitute a Loan Document.

4.5 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL, IN ALL RESPECTS, INCLUDING MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

[Signature Pages Follow]

 

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

 

BORROWERS:

 

INTERNATIONAL TEXTILE GROUP, INC.

BURLINGTON INDUSTRIES LLC

CONE JACQUARDS LLC

CONE DENIM LLC

CARLISLE FINISHING LLC

SAFETY COMPONENTS FABRIC

    TECHNOLOGIES, INC.

By:   /s/ Craig J. Hart
Name:   Craig J. Hart
Title:   Vice President

 

NARRICOT INDUSTRIES LLC

 

By: International Textile Group, Inc., its sole member

By:   /s/ Craig J. Hart
Name:   Craig J. Hart
Title:   Vice President

[Signature Page to Amendment No. 19 to Credit Agreement]


OTHER CREDIT PARTIES:

 

APPAREL FABRICS PROPERTIES, INC.

BURLINGTON INDUSTRIES V, LLC

CONE ADMINISTRATIVE AND SALES LLC

CONE INTERNATIONAL HOLDINGS II, INC.

INTERNATIONAL TEXTILE GROUP     ACQUISITION GROUP LLC

BURLINGTON WORLDWIDE INC.

CONE DENIM WHITE OAK LLC

CONE INTERNATIONAL HOLDINGS, INC.

CONE ACQUISITION LLC

WLR CONE MILLS IP, INC.

By:   /s/ Craig J. Hart
Name:   Craig J. Hart
Title:   Vice President

 

VALENTEC WELLS, LLC

 

By: International Textile Group, Inc., its sole member

By:   /s/ Craig J. Hart
Name:   Craig J. Hart
Title:   Vice President

[Signature Page to Amendment No. 19 to Credit Agreement]


AGENT AND LENDERS:

 

GENERAL ELECTRIC CAPITAL CORPORATION, as the Agent and a Lender

By:   /s/ James DeSantis
Title:   Its Duly Authorized Signatory

[Signature Page to Amendment No. 19 to Credit Agreement]


UBS LOAN FINANCE LLC, as a Lender
By:   /s/ Mary E. Evans
Name:   Mary E. Evans
Title:   Associate Director

 

By:   /s/ Irja R. Otsa
Name:   Irja R. Otsa
Title:   Associate Director

[Signature Page to Amendment No. 19 to Credit Agreement]


BANK OF AMERICA, N.A., as a Lender
By:   /s/ John Yankauskas
Name:   John Yankauskas
Title:   Sr. Vice President

[Signature Page to Amendment No. 19 to Credit Agreement]