<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 16, 1999
-----------------
BGF INDUSTRIES, INC.
--------------------
(Exact name of Registrant as specified in Its Charter)
DELAWARE 333-72321 56-1600845
-------- --------- ----------
(State of Incorporation) (Commission File Number) (IRS Employer Identification
No.)
3802 Robert Porcher Way, Greensboro, North Carolina 27410
-------------------------------------------------------------
(Address of principle executive offices) (Zip Code)
(Telephone number of registrant) (336) 545-0011
--------------
NOT APPLICABLE
--------------
(Former Name, Former Address and Former Fiscal Year, if changed since last
report)
<PAGE>
ITEM 5. OTHER EVENTS
On December 16, 1999, BGF Industries, Inc., a Delaware corporation,
amended its Credit Agreement, dated as of September 30, 1998 (the "Existing
Credit Agreement"), as amended by that certain Syndication Amendment and
Assignment, dated as of November 24, 1998 (together, the "Credit Agreement") to
reflect (1) a reduction in the Credit Agreement's Revolving Committed Amount (as
defined in the Credit Agreement); (2) the repayment of any amounts outstanding
in excess of the Revolving Committed Amount (as defined in the Credit
Agreement), as so reduced; (3) a change in the amortization of the Term Loan (as
defined in the Credit Agreement); (4) extended commitments by the Company's
lenders to make certain credit facilities available to the Company; and, (5) to
reflect revisions to certain financial covenants contained in the Credit
Agreement. A copy of the amendment is attached as Exhibit 99.1 hereto.
The Syndication Amendment and Assignment dated as of November 24,
1998, amended the Existing Credit Agreement to reflect changes in the
composition of the membership of the Company's loan syndicate. For informational
purposes, a copy of the Syndication Amendment and Assignment, dated as of
November 24, 1998, is attached as Exhibit 99.2 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit No. Description
----------- -----------
99.1 Second Amendment to Credit Agreement, dated December 16,
1999, by and among BGF Industries, Inc. (the
"Borrower"), certain Domestic Subsidiaries of the
Borrower party thereto (collectively the "Guarantors"),
several banks and other financial institutions party
thereto (the "Lenders") and First Union National Bank
(the "Agent").
99.2 Syndication Amendment and Assignment, dated November 24,
1998, by and among BGF Industries, Inc. (the
"Borrower"), certain Domestic Subsidiaries of the
Borrower party thereto (collectively the "Guarantors"),
the Existing Lender (as defined therein), the New
Lenders (as defined therein), and First Union National
Bank (the "Agent").
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BGF INDUSTRIES, INC.
Date: March 8, 2000 By: /s/ Philippe R. Dorier
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Second Amendment to Credit
Agreement, dated December 16, 1999,
by and among BGF Industries, Inc.
(the "Borrower"), certain Domestic
Subsidiaries of the Borrower party
thereto (collectively the
"Guarantors"), several banks and
other financial institutions party
thereto (the "Lenders") and First
Union National Bank (the "Agent").
99.2 Syndication Amendment and
Assignment, dated November 24, 1998
by and among BGF Industries, Inc.
(the "Borrower"), certain Domestic
Subsidiaries of the Borrower party
thereto (collectively the
"Guarantors"), the Existing Lender
(as defined therein), the New
Lenders (as defined therein), and
First Union National Bank (the
"Agent").
<PAGE>
Exhibit 99.1
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
---------
December 16, 1999 is by and among BGF INDUSTRIES, INC., a Delaware corporation
(the "Borrower"), those Domestic Subsidiaries of the Borrower party hereto
--------
(collectively the "Guarantors"), the several banks and other financial
----------
institutions party hereto (the "Lenders") and FIRST UNION NATIONAL BANK, a
national banking association, as agent for the Lenders (the "Agent").
-----
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement dated as of September 30, 1998
among the Borrower, the Guarantors, the Lenders party thereto and the Agent, as
amended by that certain Syndication Amendment and Assignment dated as of
November 30, 1998 (the "Existing Credit Agreement"), the Lenders have extended
commitments to make certain credit facilities available to the Borrower;
WHEREAS, the Borrower has agreed to a reduction in the Revolving Committed
Amount and to the repayment of any amounts outstanding in excess of such amount
as so reduced and to a change in the amortization of the Term Loan, and the
Lenders have agreed to revise the financial covenants contained in the Existing
Credit Agreement as described herein; and
WHEREAS, the parties hereto have agreed to further amend the Existing
Credit Agreement as set forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in consideration of the
agreements herein contained, the parties hereby agree as follows:
PART I
DEFINITIONS
SUBPART 1.1. Certain Definitions. Unless otherwise defined herein or
-------------------
the context otherwise requires, the following terms used in this Amendment,
including its preamble and recitals, have the following meanings:
"Amended Credit Agreement" means the Existing Credit Agreement as
------------------------
amended hereby.
"Amendment Effective Date" is defined in Subpart 3.1.
------------------------ -----------
<PAGE>
SUBPART 1.2. Other Definitions. Unless otherwise defined herein or
-----------------
the context otherwise requires, terms used in this Amendment, including its
preamble and recitals, have the meanings provided in the Amended Credit
Agreement.
PART II
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Amendment Effective
Date, the Existing Credit Agreement is hereby amended in accordance with this
Part II. Except as so amended, the Existing Credit Agreement shall continue in
- -------
full force and effect.
SUBPART 2.1. Amendments to Section 2.1(a). Section 2.1(a) of the
---------------------------- --------------
Existing Credit Agreement is hereby amended by deleting the words "SEVENTY-
FIVE MILLION DOLLARS ($75,000,000)" and replacing them with the words
"SIXTY MILLION DOLLARS ($60,000,000)". In connection with the foregoing
amendment, each Lender's Revolving Committed Amount is hereby amended as
shown on Schedule I attached hereto.
SUBPART 2.2. Amendment to Section 2.2(b). Section 2.2(b) of the
--------------------------- --------------
Existing Credit Agreement is hereby deleted in its entirety and replaced
with the following:
(b) Repayment of Term Loan. The principal amount of the Term Loan
----------------------
shall be repaid in installments, unless accelerated sooner pursuant to
Section 7.2, commencing on December 31, 1999 and ending on September 30,
2004 payable as follows:
Payment Date Amount
December 31, 1999 $10,800,000.00
March 31, 2000 $ 0.00
June 30, 2000 $ 0.00
September 30, 2000 $ 0.00
December 31, 2000 $ 0.00
March 31, 2001 $ 200,000.00
June 30, 2001 $ 988,235.29
September 30, 2001 $ 988,235.29
December 31, 2001 $ 1,411,764.71
March 31, 2002 $ 1,411,764.71
June 30, 2002 $ 1,411,764.71
September 30, 2002 $ 1,411,764.71
December 31, 2002 $ 1,835,294.12
March 31, 2003 $ 1,835,294.12
June 30, 2003 $ 1,835,294.12
<PAGE>
September 30, 2003 $1,835,294.12
December 31, 2003 $2,258,823.53
March 31, 2004 $2,258,823.53
June 30, 2004 $2,258,823.53
September 30, 2004 $2,258,823.53
SUBPART 2.3. Amendments to Section 5.9(a). Section 5.9(a) of the
---------------------------- --------------
Existing Credit Agreement is hereby deleted in its entirety and replaced
with the following:
(a) Leverage Ratio. The Leverage Ratio as of the last day of each
--------------
fiscal quarter of the Credit Parties shall be less than or equal to:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
Fiscal Year March 31 June 30 September 30 December 31
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1999 4.75 to 1.0
------------------------------------------------------------------------------------------
2000 4.75 to 1.0 4.75 to 1.0 4.50 to 1.0 4.50 to 1.0
------------------------------------------------------------------------------------------
2001 3.75 to 1.0 3.75 to 1.0 3.75 to 1.0 3.50 to 1.0
------------------------------------------------------------------------------------------
2002 3.50 to 1.0 3.50 to 1.0 3.50 to 1.0 3.25 to 1.0
------------------------------------------------------------------------------------------
Thereafter 3.25 to 1.0
------------------------------------------------------------------------------------------
</TABLE>
SUBPART 2.4. Amendments to Schedule 5.9(c). Section 5.9(c) of the
----------------------------- --------------
Existing Credit Agreement is hereby deleted in its entirety and replaced
with the following:
(c) Interest Coverage Ratio. The Interest Coverage Ratio as of the
-----------------------
last day of each fiscal quarter of the Credit Parties shall be greater than
or equal to:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
Fiscal Year March 31 June 30 September 30 December 31
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1999 2.00 to 1.0
------------------------------------------------------------------------------------------
2000 2.00 to 1.0 2.10 to 1.0 2.10 to 1.0 2.10 to 1.0
------------------------------------------------------------------------------------------
2001 2.50 to 1.0 2.50 to 1.0 2.50 to 1.0 2.75 to 1.0
------------------------------------------------------------------------------------------
2002 2.75 to 1.0 2.75 to 1.0 2.75 to 1.0 3.00 to 1.0
------------------------------------------------------------------------------------------
thereafter 3.00 to 1.0
------------------------------------------------------------------------------------------
</TABLE>
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1. Amendment Effective Date. This Amendment shall be and
------------------------
become effective as of the date hereof (the "Amendment Effective Date")
------------------------
when all of the conditions set forth in this Part III shall have been
--------
satisfied, and thereafter this Amendment shall be known, and may be
referred to, as the "Second Amendment."
----------------
<PAGE>
SUBPART 3.2. Execution of Counterparts of Amendment. The Agent
--------------------------------------
shall have received counterparts (or other evidence of execution, including
telephonic message, satisfactory to the Agent) of this Amendment, which
collectively shall have been duly executed on behalf of each of the
Borrower, the Guarantors, the Agent and the Lenders.
SUBPART 3.3 Payment of Amendment Fee. The Borrower shall have paid
------------------------
a fee in connection with this Amendment in an amount equal to 0.125%
multiplied by the aggregate Commitments (as reduced by this Amendment) less
ten million dollars (representing, in part, the payment to be made on
December 31, 1999) for the account of each Lender pro rata according to
such Lender's aggregate Commitment; provided, however, that such fee shall
-------- -------
be payable only to those Lenders that shall have returned executed
signature pages to this Amendment no later than 4:00 p.m. on Thursday,
December 16, 1999 as directed by the Agent.
SUBPART 3.4 Repayment of Amounts Outstanding. The Borrower shall
--------------------------------
have paid the amount, if any, by which the sum of the aggregate principal
amount of outstanding Revolving Loans plus Swingline Loans plus LOC
---- ----
Obligations exceeds the aggregate Revolving Committed Amount, as reduced by
this Amendment, for the account of each Lender according to such Lender's
Revolving Commitment Percentage.
PART IV
MISCELLANEOUS
SUBPART 4.1. Cross-References. References in this Amendment to any
----------------
Part or Subpart are, unless otherwise specified, to such Part or Subpart of
this Amendment.
SUBPART 4.2. Instrument Pursuant to Existing Credit Agreement. This
------------------------------------------------
Amendment is a Credit Document executed pursuant to the Existing Credit
Agreement and shall (unless otherwise expressly indicated therein) be
construed, administered and applied in accordance with the terms and
provisions of the Existing Credit Agreement.
SUBPART 4.3. References in Other Credit Documents. At such time as
------------------------------------
this Amendment shall become effective pursuant to the terms of Subpart 3.1,
-----------
all references in the Existing Credit Agreement to the "Agreement" and all
references in the other Credit Documents to the "Credit Agreement" shall be
deemed to refer to the Existing Credit Agreement as amended by this
Amendment.
SUBPART 4.4. Representations and Warranties of the Borrower. The
----------------------------------------------
Borrower hereby represents and warrants that (a) it has the requisite power
and
<PAGE>
authority to execute, deliver and perform this Amendment, (b) it is duly
authorized to, and has been authorized by all necessary action, to execute,
deliver and perform this Amendment, (c) the representations and warranties
contained in Article III of the Existing Credit Agreement (as amended by
this Amendment) are true and correct in all material respects on and as of
the date hereof as though made on and as of such date and after giving
effect to the amendments contained herein (except for those which expressly
relate to an earlier date) and (d) no Default or Event of Default exists
under the Existing Credit Agreement on and as of the date hereof and after
giving effect to the amendments contained herein.
SUBPART 4.5. Counterparts. This Amendment may be executed by the
------------
parties hereto in several counterparts, each of which shall be deemed to be
an original and all of which shall constitute together but one and the same
agreement.
SUBPART 4.6. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A
-------------
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NORTH
CAROLINA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
SUBPART 4.7. Successors and Assigns. This Amendment shall be
----------------------
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
SUBPART 4.8. Costs and Expenses. The Borrower agrees to pay all
------------------
reasonable costs and expenses of the Agent in connection with the
preparation, execution and delivery of this Amendment, including without
limitation the reasonable fees and expenses of Moore & Van Allen, PLLC, and
all previously incurred fees and expenses which remain outstanding on the
Amendment Effective Date.
[The remainder of this page has been left blank intentionally]
<PAGE>
Each of the parties hereto has caused a counterpart of this Amendment to be
duly executed and delivered as of the date first above written.
BORROWER: BGF INDUSTRIES, INC., a Delaware
- --------
corporation
By: /s/ Philippe R. Dorier
Title: Senior Vice-President
Chief Financial Officer
GUARANTORS: [NONE]
- ----------
AGENT AND LENDER: FIRST UNION NATIONAL BANK,
- ----------------
individually in its capacity as a
Lender and in its capacity as Agent
By: /s/ Roger Pelz
Title: Senior Vice President
LENDERS: SUNTRUST BANK, ATLANTA
- -------
By: /s/ Bradley J. Staples
Title: Director
BANK OF AMERICA, N.A. (formerly known as
NationsBank, N.A.)
By: /s/ E. Bennett Parks
Title: Senior Vice President
NATIONAL BANK OF CANADA
By: /s/ Alex M. Council IV
Title: Vice President
By: /s/ Charles Collie
Title: Vice President & Manager
[SIGNATURES CONTINUED]
<PAGE>
LENDERS (cont'd): WACHOVIA BANK, N.A.
- ----------------
By: /s/ Gary C. Gaskill
Title: Vice President
GMAC COMMERCIAL CREDIT LLC,
Attorney-in-fact and successor-in-interest to
BNY FINANCIAL CORPORATION
By: /s/ Frank Imperato
Title: Senior Vice President
COMERICA BANK
By: /s/ Dan M. Roman
Title: Vice President
COMPAGNIE FINANCIERE DE CIC ET
DE L'UNION EUROPEENNE
By: /s/ Albert Calo
Title: Vice President
By: /s/ E. Longuet
Title: Vice President
NATEXIS BANQUE
By: /s/ Pieter J. van Tulder
Title: Vice President and Manager
Multinational Group
By: /s/ John Rigo
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Olivier Perrain
Title: First Vice President
<PAGE>
Schedule I
----------
SCHEDULE OF LENDERS REVOLVING
-----------------------------
COMMITTED AMOUNTS
-----------------
Revolving Revolving
Committed Commitment
Lender Amount Percentage
------ ------ ----------
First Union National Bank $9,120,000.00 15.20000000%
BNY Financial Corporation $6,240,000.00 10.4000000%
Comerica Bank $6,240,000.00 10.4000000%
Credit Lyonnais New York Branch $6,240,000.00 10.40000000%
National Bank of Canada $6,240,000.00 10.40000000%
Bank of America, N.A. $6,240,000.00 10.40000000%
SunTrust Bank, Atlanta $6,240,000.00 10.40000000%
Wachovia Bank, N.A. $6,240,000.00 10.40000000%
Compagnie Financiere De
CIC Et De L'Union
Europpeenne $4,800,000.00 8.0000000%
NATEXIS Banque $2,400,000.00 4.0000000%
-------------- -----------
$60,000,000.00 100.00000%
<PAGE>
Exhibit 99.2
SYNDICATION AMENDMENT AND ASSIGNMENT
THIS SYNDICATION AMENDMENT AND ASSIGNMENT (this "Amendment"), dated as of
---------
November 24, 1998 is by and among BGF INDUSTRIES, INC., a Delaware corporation
(the "Borrower"), those Domestic Subsidiaries of the Borrower party to the
--------
Existing Credit Agreement referred to below (collectively the "Guarantors"), THE
----------
PERSON IDENTIFIED AS AN "EXISTING LENDER" ON THE SIGNATURE PAGES HERETO (the
"Existing Lender"), THE PERSONS IDENTIFIED AS "NEW LENDERS" ON THE SIGNATURE
---------------
PAGES HERETO (the "New Lenders" and, together with the Existing Lender, the
-----------
"Lenders") and FIRST UNION NATIONAL BANK, a national banking association, as
-------
Agent for the Lenders (the "Agent").
-----
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement dated as of September 30, 1998,
(the "Existing Credit Agreement") among the Borrower, the Guarantors, the
-------------------------
Existing Lender and the Agent, the Existing Lender has extended commitments to
make certain credit facilities available to the Borrower; and
WHEREAS, the parties hereto have agreed to amend the Existing Credit
Agreement as set forth herein;
NOW, THEREFORE, in consideration of the agreements herein contained, the
parties hereby agree as follows:
PART I
DEFINITIONS
SUBPART 1.1. Certain Definitions. Unless otherwise defined herein
-------------------
or the context otherwise requires, the following terms used in this
Amendment, including its preamble and recitals, have the following
meanings:
"Amended Credit Agreement" means the Existing Credit Agreement as
------------------------
amended hereby.
"Amendment Effective Date" is defined in Subpart 4.1.
------------------------ -----------
SUBPART 1.2. Other Definitions. Unless otherwise defined herein or
-----------------
the context otherwise requires, terms used in this Amendment, including its
preamble and recitals, have the meanings provided in the Amended Credit
Agreement.
<PAGE>
PART II
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Amendment Effective
Date, the Existing Credit Agreement is hereby amended in accordance with this
Part II. Except as so amended, the Existing Credit Agreement shall continue in
- -------
full force and effect.
SUBPART 2.1. Amendments to Schedule 2.1(a). Schedule 2.1(a) of the
----------------------------- ---------------
Existing Credit Agreement is hereby deleted in its entirety and a new
schedule in the form of Schedule 2.1(a) attached hereto is substituted
---------------
therefor.
SUBPART 2.2. Amendments to Schedule 9.2. Schedule 9.2 of the
-------------------------- ------------
Existing Credit Agreement is hereby deleted in its entirety and a new
schedule in the form of Schedule 9.2 attached hereto is substituted
------------
therefor.
PART III
ASSIGNMENTS AND ASSUMPTIONS
The Existing Lender hereby sells and assigns, without recourse, to the New
Lenders, and the New Lenders hereby purchase and assume, without recourse, from
the Existing Lender, effective as of the Amendment Effective Date, such
interests in the Existing Lender's rights and obligations under the Existing
Credit Agreement and the other Credit Documents (including, without limitation,
the Commitments of the Existing Lender on the Amendment Effective Date and the
Revolving Loans and the portions of the Term Loans owing to the Existing Lender
which are outstanding on the Amendment Effective Date) as shall be necessary in
order to give effect to the reallocations of the Revolving Committed Amount, the
Revolving Commitment Percentages, the Term Loan Committed Amount and the Term
Loan Commitment Percentages, effected by the amendment to Schedule 2.1(a) to the
---------------
Existing Credit Agreement pursuant to Subpart 2.1, whereupon each of the New
-----------
Lenders shall be a party to the Amended Credit Agreement and have all of the
rights and obligations of a Lender thereunder and under the other Credit
Documents. The Existing Lender hereby represents and warrants (a) that it is the
lawful owner of the interests being assigned hereby, free and clear of any lien
or other adverse claim and (b) that it is legally authorized to enter into this
Amendment and this Amendment is the legal, valid and binding obligation of the
Existing Lender, enforceable against it in accordance with its terms. The New
Lenders shall make payment in exchange for such interests in the Existing
Lender's rights and obligations under the Existing Credit Agreement and the
other Credit Documents on November 30, 1998 in the amounts and in accordance
with the percentages set forth in Schedule 2.1 (a), as amended hereby, and the
instructions of the Agent. Each New Lender (a) represents and warrants that it
is legally authorized to enter into this Amendment and this Amendment is the
legal, valid and binding obligation of such New Lender, enforceable against it
in accordance with its terms; (b) confirms that it has received a copy of the
Existing Credit Agreement, together with copies of the financial statements
referred to in Section 3.1 thereof, the financial statements delivered pursuant
-----------
to Section 5.1 thereof, if any, and such other documents and
-----------
<PAGE>
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Amendment; (c) agrees that it will, independently
and without reliance upon the Existing Lender, the Agent or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Amended Credit Agreement, the other Credit Documents or any other
instrument or document furnished pursuant hereto or thereto; (d) appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers and discretion under the Amended Credit Agreement, the other Credit
Documents or any other instrument or document furnished pursuant hereto or
thereto as are delegated to the Agent by the terms thereof, together with such
powers as are incidental thereto; and (e) agrees that it will be bound by the
provisions of the Amended Credit Agreement and will perform in accordance with
its terms all the obligations which by the terms of the Amended Credit Agreement
are required to be performed by it as a Lender including, if it is organized
under the laws of a jurisdiction outside the United States, its obligations
pursuant to Section 2.18 of the Amended Credit Agreement. The Existing Lender
------------
shall, to the extent of the interests assigned hereby, relinquish its rights and
be released from its obligations under the Existing Credit Agreement. The Agent
shall maintain in its internal records and record in the Register the
information relating to the assignments and assumptions effected pursuant to
this Part III and as required by Section 9.6(d) of the Existing Credit
-------- --------------
Agreement. The Agent hereby agrees (i) that no transfer fee shall be payable
under Section 9.6(e) of the Existing Credit Agreement or otherwise in connection
--------------
with the assignments effected pursuant to this Part III and (ii) to pay to each
--------
New Lender on the Amendment Effective Date its portion of the upfront fee as set
forth in the Confidential Information Memorandum dated October, 1998 relating to
the Borrower and the credit facilities and distributed to the New Lenders by the
Agent.
PART IV
CONDITIONS TO EFFECTIVENESS
SUBPART 4.1. Amendment Effective Date. This Amendment shall be and
------------------------
become effective as of the date hereof (the "Amendment Effective Date")
------------------------
when all of the conditions set forth in this Part IV shall have been
-------
satisfied, and thereafter this Amendment shall be known, and may be
referred to, as the "Syndication Amendment and Assignment."
------------------------------------
SUBPART 4.2. Execution of Counterparts of Amendment. The Agent
--------------------------------------
shall have received counterparts (or other evidence of execution, including
telephonic message, satisfactory to the Agent) of this Amendment, which
collectively shall have been duly executed on behalf of each of the
Borrower, the Guarantors, the Agent and the Lenders.
SUBPART 4.3. Execution and Delivery of New Notes. Each Lender shall
-----------------------------------
have received a new Note or Notes, as the case may be, each in the
principal amount of its respective Commitments and duly executed on behalf
of the Borrower and all heretofore existing Notes shall have been
cancelled.
<PAGE>
PART V
MISCELLANEOUS
SUBPART 5.1. Cross-References. References in this Amendment to any
----------------
Part or Subpart are, unless otherwise specified, to such Part or Subpart of
this Amendment.
SUBPART 5.2. Instrument Pursuant to Existing Credit Agreement. This
------------------------------------------------
Amendment is a Credit Document executed pursuant to the Existing Credit
Agreement and shall (unless otherwise expressly indicated therein) be
construed, administered and applied in accordance with the terms and
provisions of the Existing Credit Agreement.
SUBPART 5.3. References in Other Credit Documents. At such time as
------------------------------------
this Amendment shall become effective pursuant to the terms of Subpart 4.1,
-----------
all references in the Existing Credit Agreement to the "Agreement" and all
references in the other Credit Documents to the "Credit Agreement" shall be
deemed to refer to the Existing Credit Agreement as amended by this
Amendment.
SUBPART 5.4. Representations and Warranties of the Borrower. The
----------------------------------------------
Borrower hereby represents and warrants that (a) the conditions precedent
to the initial Loans were satisfied as of the Closing Date (or as otherwise
agreed to and assuming satisfaction or waiver, if applicable, of all
requirements in such conditions that an item be in form and/or substance
reasonably satisfactory to the Agent or any Lenders or that any event or
action have been completed or performed to the reasonable satisfaction of
the Agent or any Lenders), (b) the representations and warranties contained
in Article III of the Existing Credit Agreement (as amended by this
-----------
Amendment) are correct in all material respects on and as of the date
hereof as though made on and as of such date and after giving effect to the
amendments contained herein and (c) no Default or Event of Default exists
under the Existing Credit Agreement on and as of the date hereof and after
giving effect to the amendments contained herein.
SUBPART 5.5. Counterparts. This Amendment may be executed by the
------------
parties hereto in several counterparts, each of which shall be deemed to be
an original and all of which shall constitute together but one and the same
agreement.
SUBPART 5.6. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A
-------------
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NORTH
CAROLINA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
SUBPART 5.7. Successors and Assigns. This Amendment shall be
----------------------
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
<PAGE>
Each of the parties hereto has caused a counterpart of this Amendment to be
duly executed and delivered as of the date first above written.
BORROWER: BGF INDUSTRIES, INC., a
- --------
Delaware corporation
By: /s/ Philippe Dorier
Title: Senior Vice-President
Chief Financial Officer
GUARANTORS: [NONE]
- ----------
EXISTING LENDER: FIRST UNION NATIONAL
- ---------------
BANK, individually in its capacity as
an Existing Lender, a Lender and in
its capacity as Agent
By: /s/ Roger Pelz
Title: Senior Vice President
[SIGNATURES CONTINUED]
<PAGE>
NEW LENDERS: SUNTRUST BANK, ATLANTA
- -----------
By: /s/ Laura Kahn
Title: Senior Vice President
By: /s/ Brenda Zino
Title: Banking Officer
NATIONSBANK, N.A.
By: /s/ E. Bennett Parks
Title: Senior Vice President
NATIONAL BANK OF CANADA
By: /s/ Alex M. Council IV
Title: Vice President
By: /s/ Charles Collie
Title: Vice President & Manager
WACHOVIA BANK, N.A.
By: /s/ Monica H. Cole
Title: AVP
BNY FINANCIAL CORPORATION
By: /s/ Frank Imperato
Title: Vice President
COMERICA BANK
By: /s/ Dan M. Roman
Title: Vice President
[SIGNATURES CONTINUED]
<PAGE>
NEW LENDERS (cont'd): COMPAGNIE FINANCIERE DE CIC ET
- --------------------
DE L'UNION EUROPEENNE
By: /s/ Brian O'Leary
Title: Vice President
By: /s/ Sean Mounier
Title: First Vice President
NATEXIS BANQUE
By: /s/ Pieter J. van Tulder
Title: Vice President and Manager
Multinational Group
By: /s/ John Rigo
Title: AVP
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Olivier Perrain
Title: First Vice President
<PAGE>
Schedule 2.1(a)
---------------
SCHEDULE OF LENDERS AND
-----------------------
COMMITMENTS
-----------
<TABLE>
<CAPTION>
Revolving Revolving LOC LOC
Committed Commitment Committed Commitment
Lender Amount Percentage Amount Percentage
------ ------ ---------- ------ ----------
<S> <C> <C> <C> <C>
First Union National Bank $11,400,000.00 15.20000000% $ 3,040,000.00 15.20000000%
BNY Financial Corporation $ 7,800,000.00 10.4000000% $ 2,080,000.00 10.40000000%
Comerica Bank $ 7,800,000.00 10.4000000% $ 2,080,000.00 10.40000000%
Credit Lyonnais New York Branch $ 7,800,000.00 10.40000000% $ 2,080,000.00 10.40000000%
National Bank of Canada $ 7,800,000.00 10.40000000% $ 2,080,000.00 10.40000000%
NationsBank, N.A. $ 7,800,000.00 10.40000000% $ 2,080,000.00 10.40000000%
SunTrust Bank, Atlanta $ 7,800,000.00 10.40000000% $ 2,080,000.00 10.40000000%
Wachovia Bank, N.A. $ 7,800,000.00 10.40000000% $ 2,080,000.00 10.40000000%
Compagnie Financiere De
CIC Et De L'Union
Europpeenne $ 6,000,000.00 8.0000000% $ 1,600,000.00 8.0000000%
Natexis Banque $ 3,000,000.00 4.0000000% $ 800,000.00 4.0000000%
-------------- ----------- -------------- -----------
$75,000,000.00 100.00000% $20,000,000.00 100.00000%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Term Loan
Term Loan Commitment
Lender Committed Amount Percentage
------ ---------------- ----------
<S> <C> <C>
First Union National Bank $ 7,600,000.00 15.20000000%
BNY Financial Corporation $ 5,200,000.00 10.40000000%
Comerica Bank $ 5,200,000.00 10.40000000%
Credit Lyonnais New York Branch $ 5,200,000.00 10.40000000%
National Bank of Canada $ 5,200,000.00 10.40000000%
NationsBank, N.A. $ 5,200,000.00 10.40000000%
SunTrust Bank, Atlanta $ 5,200,000.00 10.40000000%
Wachovia Bank, N.A. $ 5,200,000.00 10.40000000%
Compagnie Financiere De CIC
Et De L'Union Europpeenne $ 4,000,000.00 8.0000000%
Natexis Banque $ 2,000,000.00 4.0000000%
-------------- -----------
$50,000,000.00 100.00000%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Swingline Swingline
Committed Commitment
Lender Amount Percentage
------ ------ ----------
<S> <C>
First Union National Bank $5,000,000 100.00000%
---------- ---------
$5,000,000 100.00000%
</TABLE>
<PAGE>
Schedule 9.2
------------
SCHEDULE OF LENDERS' LENDING OFFICES
------------------------------------
FIRST UNION NATIONAL BANK
- -------------------------
Roger Pelz
Senior Vice President
First Union National Bank
NC0737
301 S. College Street, DC-5
Charlotte, NC 28288-0737
Phone: 704-374-6060
Fax: 704-374-4793
SUNTRUST BANK, ATLANTA
- ----------------------
Laura Kahn
Senior Vice President
SunTrust Bank, Atlanta
303 Peachtree Street
24th Floor, MC 126
Atlanta Georgia 30308
Phone: (404) 588-7705
Fax: (404) 575-2594
NATIONSBANK, N.A.
- -----------------
Brenda Brown
Assistant Vice President
NationsBank, N.A.
101 W. Friendly Avenue, 3rd Floor
NC4-200-03-08
Greensboro, North Carolina 27401
Phone: (336) 805-3386
Fax: (336) 805-3019
NATIONAL BANK OF CANADA
- -----------------------
Barbara Frye
Senior Loan Administrator
National Bank of Canada
Two First Union Center
Suite 2020
Charlotte, North Carolina 28282
Phone: (704) 372-0783 (x 229)
Fax: (704) 335-0570
<PAGE>
WACHOVIA BANK, N.A.
- -------------------
Yvonne Leak
Administrative Specialist
Wachovia Bank, N.A.
191 Peachtree Street, N.E.
GA-212
Atlanta, Georgia 30303
Phone: (404) 332-4235
Fax: (404) 332-6920
BNY FINANCIAL CORPORATION
- -------------------------
Carol Garzi
Accounting
BNY Financial Corporation
One Penn Plaza, 9th Floor
New York, New York 10119
Phone: (212) 408-7305
Fax: (212) 408-7396
COMERICA BANK
- -------------
Diana Pascoe
Customer Assistant
Comerica Bank
U.S. Banking East
500 Woodward Avenue
9th Floor, MC3280
Detroit, Michigan 48275-3280
Phone: (313) 222-3678
Fax: (313) 222-3330
Compagnie Financiere De CIC
- ---------------------------
Et De L'Union Europpeenne
- -------------------------
Brian P. O'Leary
Compagnie Financiere De CIC
Et De L'Union Europpeenne
520 Madison Avenue
37th Floor
New York, New York 10022
Phone: (212) 715-4422
Fax: (212) 715-4535
<PAGE>
NATEXIS BANQUE
- --------------
John Rigo
Natexis Banque
645 5th Avenue
20th Floor
New York, New York 10022
Phone: (212) 872-5119
Fax: (212) 872-5045
CREDIT LYONNAIS NEW YORK BRANCH
- -------------------------------
Rolf Siebert
Assistant Vice President
Credit Lyonnais New York Branch
1301 Avenue of the Americas
20th Floor
New York, NY 10019
Phone: (212) 261-7176
Fax: (212) 459-3168
