Third Amendment to $37,000,000 Amended and Restated Loan Agreement and Term Note between Speizman Industries, Inc., Wink Davis Equipment Co., Inc., Todd Motion Controls, Inc., and Bank of America, N.A.

Summary

This agreement, dated May 9, 2000, amends the existing $37,000,000 loan agreement and term note between Speizman Industries, Inc., Wink Davis Equipment Co., Inc., Todd Motion Controls, Inc., and Bank of America, N.A. The amendment adjusts the committed loan amounts, changes certain interest rate margins and fees, and waives a specific compliance requirement for the fiscal quarter ending April 1, 2000. The parties confirm that no material adverse changes have occurred and reaffirm their representations and warranties under the original agreement.

EX-10.52 6 0006.txt 2000 THIRD AMENDMENT AGREEMENT EXHIBIT 10.52 2000 THIRD AMENDMENT AGREEMENT TO $37,000,000 AMENDED AND RESTATED LOAN AGREEMENT AND TERM NOTE THIS AMENDMENT AGREEMENT, made and entered into as of this 9th day of May, 2000, by and between SPEIZMAN INDUSTRIES, INC., a Delaware corporation (the "Borrower"), WINK DAVIS EQUIPMENT CO., INC., a Georgia corporation ("WD"), TODD MOTION CONTROLS, INC., a North Carolina corporation ("TMC") and BANK OF AMERICA, N.A. d/b/a NATIONSBANK, N.A., successor to NATIONSBANK, N.A., a national banking association (the "Lender"); W I T N E S S E T H: ------------------- WHEREAS, pursuant to the $37,000,000 Amended and Restated Loan Agreement dated as of July 31, 1997 between Borrower and Lender, as amended by 1998 First Amendment Agreement thereto dated as of February 6, 1998, 1998 Second Amendment Agreement dated as of December 30, 1998, 1999 First Amendment Agreement thereto dated as of May 17, 1999, 1999 Second Amendment Agreement thereto dated as of August 27, 1999, 1999 Third Amendment Agreement thereto dated as of September 27, 1999, 1999 Fourth Amendment Agreement thereto dated as of September 30, 1999, 1999 Fifth Amendment Agreement thereto dated as of October 29, 1999, 1999 Sixth Amendment Agreement thereto dated as of November 16, 1999, 2000 First Amendment Agreement thereto dated as of January 26, 2000, and 2000 Second Amendment Agreement thereto dated as of February 29, 2000, among the Borrower, WD, TMC and the Lender (collectively the "Loan Agreement"), arrangements were made for the extension by the Lender to the Borrower of credit on the terms and conditions set forth in such Loan Agreement; WHEREAS, under the Loan Agreement, the Borrower obtained a Credit Facility in the maximum aggregate principal amount at any time outstanding of up to $37,000,000, of which (i) up to $30,000,000 may be allocated under a "Letter of Credit Facility" for the issuance of documentary Letters of Credit to support the Borrower's purchase and importing of (x) presold textile machinery in the ordinary course of its business and (y) in certain cases, equipment to be held as inventory for sale and, within such $30,000,000, up to $8,500,000, as temporarily increased to $11,500,000, may be allocated to borrowings for the Borrower's short term operating needs under a Revolving Line of Credit, and up to $500,000 may be allocated for the issuance of Standby Letters of Credit, as provided in such Loan Agreement, and (ii) up to $7,000,000, as subsequently increased to $8,050,000 by Note Modification Agreement dated February 6, 1998, may be allocated as a term loan, all upon the terms and conditions provided in the Loan Agreement; WHEREAS, under the Loan Agreement, the Borrower has issued to the Lender its Amended and Restated Revolving Credit Note dated July 31, 1997 in the principal amount of $8,500,000 (the "Revolving Credit Note"), as modified by Note Modification Agreement dated August 27, 1999 and Note Modification Agreement dated September 27, 1999 and Note Modification Agreement dated November 10, 1999 and Note Modification Agreement dated January 26, 2000 and Note Modification Agreement dated February 29, 2000; WHEREAS, under the Loan Agreement, the Borrower has issued to the Lender its Term Note dated July 31, 1997 in the original principal amount of $7,000,000, as subsequently increased to $8,050,000 by Note Modification Agreement dated February 6, 1998 (the "Term Note"); WHEREAS, collateral for the indebtedness and obligations of the Borrower in respect of the Loan Agreement, the Revolving Credit Note and the Letter of Credit Facility is provided under the Amended and Restated Security Agreement dated July 31, 1997 between the Borrower, WD and the Lender and a Security Agreement dated as of February 6, 1998 between TMC and the Lender (collectively, the "Security Agreement"); WHEREAS, the Borrower has requested that the Lender agree to certain modifications to the Loan Agreement; NOW, THEREFORE, in consideration of the premises and mutual covenants and conditions herein set forth, it is hereby agreed as follows: 1. Terms. All terms used herein without definition, unless the context clearly requires otherwise, shall have the meanings provided therefor in the Loan Agreement. 2. Amendment to Loan Agreement. (A) Section 2.4(b)(iv) of the Loan Agreement is hereby amended to read as follows: "(iv) Notwithstanding the foregoing, the Committed Amount shall be $10,000,000 during the period August 12, 1999 to September 17, 1999, $11,500,000 during the period September 18, 1999 to January 20, 2000, $11,000,000 during the period January 21, 2000 to February 29, 2000, $10,500,000 during the period March 1, 2000 to March 31, 2000, $10,000,000 during the period April 1, 2000 to June 30, 2000, subject to such permanent reductions as may be required hereunder during such period. At July 1, 2000 and thereafter, the Committed Amount shall be permanently reduced to $6,000,000, less any other permanent reductions which may otherwise be required hereunder." (B) Effective May 1, 2000, the unused fee described in Section 2.11(a) of the Loan Agreement is changed from 3/8% (.375%) to 1/2% (.50%). (C) The definition of "Applicable Margin" is hereby amended to read as follows: "1.7. "Applicable Margin" means for purposes of calculating the applicable interest rate for the Interest Period for any Eurodollar Rate Loan, 2.0%. 2 Notwithstanding the foregoing, the Applicable Margin shall be the following for the following periods: Period Applicable Margin ------ ----------------- May 1, 2000 to May 31, 2000 3.0% June 1, 2000 and thereafter 4.0%" (D) The definition of "Base Rate" is hereby amended to read as follows: "1.9. "Base Rate" means, for any Base Rate Loan, the rate of interest equal to the sum of (x) the greater of (i) Prime Rate or (ii) the Federal Funds Effective Rate plus one-half percent and (y) one percent (1%), each change in such Base Rate to be effective as of the effective date of any change in the Prime Rate or the Federal Funds Effective Rate giving rise thereto. Notwithstanding the foregoing, subpart (y) above which reads "(y) one percent (1%)" shall read as follows for the following periods: Period Subpart (y) ------ ----------- May 1, 2000 to May 31, 2000 two percent (2.0%) June 1, 2000 and thereafter three percent (3.0%)" (E) The failure to comply with the provisions of Section 8.2 of the Loan Agreement for the Fiscal Quarter ending April 1, 2000 is waived. 3. Representations and Warranties. Each of the Borrower, WD and TMC hereby jointly and severally represents and warrants that: (A) The representations and warranties contained in Article V of the Loan Agreement are hereby made by the Borrower on and as of the date hereof except the representations of Sections 5.3 and 5.4 shall refer to the most recent financial statements delivered under Section 7.1 of the Loan Agreement. (B) There has been no material change, and there exists no known prospective change, in the condition, financial or otherwise, of the Borrower, WD or TMC since the date of the most recent financial reports received by the Lender, other than changes in the ordinary course of business, none of which has been a materially adverse change; (C) The business and properties of the Borrower, WD or TMC are not, and since the date of the most recent financial reports thereof received by Lender have not, been materially adversely affected as the result of any fire, explosion, earthquake, chemical spill, accident, strike, lockout, combination of workmen, flood, embargo, riot, or cancellation or loss of any major contracts; (D) No event has occurred and no condition exists which, either prior to or upon the consummation of the transactions contemplated hereby, constitutes an Event of 3 Default under the Loan Agreement, either immediately or with the lapse of time or the giving of notice, or both; (E) The property which is collateral for the indebtedness of the Borrower, WD or TMC to the Lender under the Security Agreement and other collateral documents of the Borrower, WD or TMC in favor of the Lender are subject to no liens or encumbrances except Permitted Liens; (F) The execution, delivery and performance by the Borrower, WD or TMC of its obligations under this Amendment Agreement will not cause a violation or default under any indenture, loan agreement, or other agreement of, or applicable to, the Borrower, WD or TMC; and (G) Each of the Borrower, WD and TMC has the requisite corporate power and authority to execute, deliver and perform this Amendment Agreement; each of such documents has been duly authorized, executed and delivered; and each of such documents constitutes a valid, binding and enforceable instrument, obligation or agreement of the Borrower, WD or TMC, in accordance with its respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors' rights generally. 4. Effectiveness of Documents. The terms and conditions hereof shall not be effective until each of the following are delivered to the Lender: (A) Amendment Agreement. Three (3) fully executed originals of this Amendment Agreement and Note Modification Agreement. (B) Amendment Fee. An amendment fee of $10,000. (C) Other Documents, Etc. Such other documents, instruments and certificates as the Lender may reasonably request. 5. Miscellaneous. (A) This Amendment Agreement sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relative to such subject matter. No promise, condition, representation or warranty, express or implied, not herein set forth shall bind any party hereto, and none of them has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as in this Amendment Agreement otherwise expressly stated, no representations, warranties, or commitments, express or implied, have been made by any other party to the other regarding the subject matter hereof. None of the terms or conditions of this Amendment Agreement may be changed, modified, waived or canceled, orally or otherwise, except in a writing, signed by the party to be charged therewith, specifying such change, 4 modification, waiver or cancellation of such terms or conditions, or of any preceding or succeeding breach thereof, unless expressly so stated. (B) Except as hereby specifically amended, modified, or supplemented, the Loan Agreement, the Loan Documents and all other agreements, documents, and instruments related thereto are hereby confirmed and ratified in all respects and shall remain in full force and effect according to their respective terms. (C) This Amendment Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. (D) This Amendment Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of North Carolina. (E) Upon request of the Lender, each of the parties hereto will duly execute and deliver or cause to be duly executed and delivered to the Lender such further instruments and do and cause to be done such further acts that may be reasonably necessary or proper in the opinion of the Lender to carry out more effectively the provisions and purposes hereof, including documents deemed necessary by the Lender to more fully evidence the obligations of Borrower, TMC or WD to Lender and protect and perfect the collateral therefor. (F) The Borrower agrees to pay all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery of the documents executed in connection with this Amendment Agreement, including without limitation, the reasonable fees and out-of-pocket expenses of special counsel to the Lender. (G) Each of WD and TMC (collectively the "Guarantors") as guarantors under, in the case of WD, a Guaranty Agreement dated July 31, 1997 from the WD in favor of the Lender and, in the case of TMC, a Guaranty Agreement dated February 6, 1998, of TMC in favor of the Lender, hereby joins in this Amendment Agreement to join in the terms hereof and evidence its consent to the terms and conditions hereof. [Signatures appear on following page] 5 IN WITNESS WHEREOF, this Agreement has been duly executed as of the date hereof by the Company and the Lender. ATTEST: SPEIZMAN INDUSTRIES, INC. /s/ James H. McCorkle, III By: /s/ Robert S. Speizman - ------------------------------------ ----------------------- Secretary Name: Robert S. Speizman --------------------- Title: President -------------------- ATTEST: WINK DAVIS EQUIPMENT CO., INC. /s/ Dana Russell By: /s/ James H. McCorkle, III - ------------------------------------ --------------------------- Assistant Secretary Name: James H. McCorkle, III ------------------------ Title: Vice President ----------------------- ATTEST: TODD MOTION CONTROLS, INC. /s/ James H. McCorkle, III By: /s/ Robert S. Speizman - ------------------------------------ --------------------------- Secretary Name: Robert S. Speizman ------------------------ Title: President ----------------------- BANK OF AMERICA, N.A. d/b/a NATIONSBANK, N.A. successor to NATIONSBANK, N.A. By: /s/ E. Phifer Helms -------------------------- Name: E. Phifer Helms ------------------------ Title: Managing Director ----------------------- 6