AMENDMENT NO. 1
to
LOAN AND SECURITY AGREEMENT
dated as of December 18, 1997
THIS AMENDMENT NO. 1 dated as of March 11, 1998 is made by and among
SYNTHETIC INDUSTRIES, INC., a Delaware corporation (the "Borrower"), the Lenders
parties from time to time to the Loan Agreement (as hereinafter defined), and
BANKBOSTON, N.A. ("BankBoston"), as the agent (the "Agent") for the Lenders.
Preliminary Statements
The Borrower, the Lenders and the Agent are parties to a Loan
and Security Agreement dated as of December 18, 1997, (as amended and in effect,
the "Loan Agreement"; terms defined therein and not otherwise defined herein
being used herein as therein defined). The Borrower has acquired the outstanding
capital stock of Novocon International, Inc., a Delaware corporation, pursuant
to a Stock Purchase Agreement dated February 20, 1998 (the "Stock Purchase
Agreement"), between the Borrower and the stockholders of Novocon International,
Inc. ("Novocon") named therein, and in accordance with the provisions of
Sections 10.11 and 12.4 of the Loan Agreement. The Borrower has requested, and
the Lenders and the Agent have agreed, upon and subject to the terms, conditions
and provisions of this Amendment, that the definition "Permitted Investments" be
amended to permit intercompany loans to be made by the Borrower to certain
Subsidiary Guarantors and certain other changes.
Accordingly, in consideration of the Loan Agreement, the Loans
made by the Lenders and outstanding thereunder, the mutual promises hereinafter
set forth and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Amendments to Loan Agreement. From and after the
date hereof, subject to satisfaction of the conditions set forth in Section 2,
Schedule 1.1B - Permitted Investments of the Loan Agreement shall be deleted and
replaced by Schedule 1.1B - Permitted Investments in the form attached hereto as
Annex A.
Section 2. Effectiveness of Amendment. This Amendment shall
become effective on the first date (the "Amendment Effective Date") on which the
Agent has received each of the following, each in form and substance
satisfactory to the Agent and the Required Lenders:
(a) seven copies of this Amendment duly executed and delivered
by the Borrower and each Lender;
(b) the Subsidiary Guaranty duly executed and delivered by the
Subsidiary Guarantor;
(c) a Subsidiary Security Agreement (the "Subsidiary Security
Agreement") duly executed and delivered by the Subsidiary Guarantor;
(d) an amendment to the Pledge Agreement duly executed and
delivered by the Borrower, together with any and all deliveries
contemplated thereby;
(e) results of UCC, tax, and judgment lien searches in respect
of the Subsidiary Guarantor and evidence, satisfactory to the Agent,
that any Liens reflected therein have been discharged or that the Agent
is in possession of appropriate releases permitting it to effect such
discharge;
(f) Financing Statements signed by the Subsidiary Guarantor in
appropriate form for filing in each jurisdiction in which such a filing
is required to perfect the security interests purported to be created
by the Subsidiary Security Agreement;
(g) any landlord or mortgagee Lien subordination or waiver
agreements as the Agent may request, duly executed and delivered by the
respective landlords or mortgagees;
(h) a copy of the opinion letter of Sellers' counsel delivered
pursuant to the provisions of the Stock Purchase Agreement, addressed
to the Agent and the Lenders or accompanied by a letter of such counsel
expressly permitting the Agent and the Lenders to rely on the opinions
expressed therein;
(i) a Subordination Agreement with respect to the obligations
of the Borrower pursuant to Section 2.5 of the Stock Purchase
Agreement, duly executed by the Borrower and The Sellers'
Representative (as defined in the Stock Purchase Agreement);
(j) an opinion of counsel for the Borrower as to the due
authorization, execution and delivery of this Amendment and the other
Loan Documents contemplated hereby to be delivered in connection with
the effectiveness hereof by the Borrower or the Subsidiary Guarantor,
as to the enforceability of this Amendment, the Loan Agreement as
amended hereby and such other Loan Documents, and such other matters
related to the Acquisition of the Subsidiary Guarantor or such Loan
Document as any Lender through the Agent may reasonably request;
(k) a certificate of the Secretary of the Borrower having
attached thereto true and correct copies of the Stock Purchase
Agreement and each other agreement, instrument, certificate and other
document contemplated thereby to be delivered in connection with the
consummation of the transactions contemplated thereby;
(l) a certificate of the Chief Operating Officer or the Chief
Financial Officer of the Borrower to the effect that the Acquisition of
the Subsidiary Guarantor has been consummated substantially in
accordance with the terms of the Stock Purchase Agreement, without any
waiver or modification of any material provision thereof, that after
giving effect thereto and to this Amendment, the representations and
warranties of the Borrower set forth in the Loan Agreement are true and
correct in all material respects and that no Default or Event of
Default exists; and
(m) such other agreements, certificates, instruments and other
documents as any Lender through the Agent may reasonably request in
connection with the transactions contemplated hereby.
Section 3. Representations and Warranties. The Borrower hereby
represents and warrants to the Agent and the Lenders that it has the corporate
power and has taken all actions necessary to authorize it to execute and deliver
this Amendment and the other documents contemplated to be delivered by it
pursuant to this Amendment and to perform its obligations under the Loan
Agreement as amended by this Amendment and under such other documents; that this
Amendment has been and each such other document when executed and delivered by
the Borrower will have been, duly executed and delivered by the Borrower; and
that the Loan Agreement as amended hereby and each such other document,
constitute the legal, valid and binding obligations of the Borrower, enforceable
against the Borrower in accordance with their respective terms.
Section 4. Effect of Amendment. From and after the
effectiveness of this Amendment, all references in the Loan Agreement and in any
other Loan Document to "this Agreement," "the Loan Agreement," "hereunder,"
"hereof" and words of like import referring to the Loan Agreement, shall mean
and be references to the Loan Agreement as amended by this Amendment. Except as
expressly amended hereby, the Loan Agreement and all terms, conditions and
provisions thereof remain in full force and effect and are hereby ratified and
confirmed. The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.
Section 5. Counterpart Execution; Governing Law.
(a) Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which taken together shall
constitute but one and the same agreement.
(b) Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Georgia.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
SYNTHETIC INDUSTRIES, INC.
[Corporate Seal] By:
Name:
ATTEST: Title:
------------------------------
[Assistant] Secretary
BANKBOSTON, N.A., as the Agent and as a Lender
By:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Managing Director
SANWA BUSINESS CREDIT
CORPORATION
By
Name:
Title:
SOUTHTRUST BANK, NATIONAL
ASSOCIATION
By:
Name:
Title:
Schedule 1.1B - Permitted Investments
1. Investments by the Borrower in Debt of any Subsidiary Guarantor,
provided that the capital stock of such Subsidiary Guarantor has been
pledged to the Agent pursuant to the Pledge Agreement and such
Subsidiary Guarantor has granted to the Agent a first priority security
interest in substantially all of its assets (other than real property),
which security interest is perfected.
2. Investments of Novocon International, Inc., a Delaware corporation, as
in effect on the date its capital stock is acquired by the Borrower.