UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended March 31, 1996
Commission File Number 0-21548
SYNTHETIC INDUSTRIES L.P.
(Exact name of Registrant as specified in its charter)
Delaware 13-3397585
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
309 LaFayette Road, Chickamauga, Georgia 30707
(Address of principal executive offices) (Zip Code)
(706) 375-3121
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: Units of
Limited Partnership Interest.
Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No ____
PART I-FINANCIAL INFORMATION SYNTHETIC INDUSTRIES L.P.
ITEM 1. FINANCIAL INFORMATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF DOLLARS, EXCEPT SHARE INFORMATION)
MARCH 31, SEPTEMBER 30,
ASSETS 1996 1995
CURRENT ASSETS:
Cash $ 268 $ 110
Accounts receivable, net of allowance for
doubtful accounts of $4,162 and $4,053 43,141 47,947
Inventory (Note 3) 41,310 45,597
Other current assets 14,898 14,708
TOTAL CURRENT ASSETS 99,617 108,362
PROPERTY, PLANT AND EQUIPMENT, net (Note 4) 123,992 116,729
OTHER ASSETS 85,665 87,211
$309,274 $312,302
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable $20,911 $ 24,021
Accrued expenses and other
current liabilities 6,981 7,378
Income taxes payable (Note 6) 248 1,455
Interest payable 6,052 6,427
Current maturities of long-term
debt (Note 5) 42 40
TOTAL CURRENT LIABILITIES 34,234 39,321
LONG-TERM DEBT (Note 5) 195,851 192,048
DEFERRED INCOME TAXES (Note 6) 23,775 23,175
253,860 254,544
COMMITMENTS AND CONTINGENCIES
PARTNERS' EQUITY:
General Partner's Equity 552 575
Limited Partner's Equity,
800 Units issued and outstanding 54,862 57,183
TOTAL STOCKHOLDER'S EQUITY 55,414 57,758
$309,274 $ 312,302
See notes to consolidated financial statements
SYNTHETIC INDUSTRIES L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS OF DOLLARS, EXCEPT UNIT INFORMATION)
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31 MARCH 31
1996 1995 1996 1995
Net sales $64,609 $63,570 $129,217 $121,582
Costs and expenses:
Cost of sales 46,170 44,056 96,087 86,083
Selling expenses 6,236 5,509 11,952 10,964
General and administrative
expenses 5,820 4,902 10,791 9,510
Amortization of excess
purchase price over net
assets acquired and
other intangibles 648 635 1,296 1,270
58,874 55,102 120,126 107,827
Operating income 5,735 8,468 9,091 13,755
Other expenses:
Interest expense 5,710 5,763 11,390 11,181
Amortization of deferred
financing costs 175 187 348 369
5,885 5,950 11,738 11,550
(Loss) income before income
tax (benefit) provision (150) 2,518 (2,647) 2,205
Income tax provision (benefit)
(Note 6) 260 1,558 (340) 1,529
NET (LOSS) INCOME $ (410) $ 960 $ (2,307) $ 676
NET LOSS ATTRIBUTABLE TO:
General Partner $ (4) $ 10 $ (23) $ 9
Limited Partner (406) 950 (2,284) 667
$ (410) $ 960 $ (2,307) $ 676
NET (LOSS) INCOME PER
PARTNERSHIP UNIT $ (508) $ 1,188 $ (2,855) $ 834
Limited partnership units
outstanding March 31, 1996, 1995 800 800
See notes to consolidated financial statements
SYNTHETIC INDUSTRIES L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF DOLLARS)
SIX MONTHS ENDED MARCH 31,
1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (2,307) $ 676
Adjustments to reconcile net(loss) income
to net cash provided by (used in) operations:
Depreciation 6,387 5,677
Amortization of deferred financing
and organization costs
and intangibles 1,644 1,639
Provision for bad debts 109 90
Deferred income taxes (490) 296
Change in assets and liabilities:
Decrease (increase) in accounts
receivable 4,697 (5,752)
Decrease (increase) in inventory 4,287 (13,932)
Decrease (increase) in other
assets 900 (625)
Increase in deferred financing
costs (98) (196)
(Decrease) increase in
accounts payable (3,110) 4,847
Decrease in accrued expenses and
other current liabilities (397) (645)
Decrease in income taxes payable (1,207) (29)
(Decrease) increase in
interest payable (375) 380
Cash provided by (used in)
operating activities 10,040 (7,574)
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant
and equipment (13,650) (8,227)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under term loan 19,500 11,000
Repayments under term loan (500) (3,000)
Net (repayments) borrowings under
revolving credit line (15,176) 7,769
Repayments of other long
term obligations (19) (18)
Cash provided by
financing activitie s 3,805 15,751
Effect of exchange rate
changes on cash (37) 38
NET INCREASE (DECREASE) IN CASH 158 (12)
CASH AT BEGINNING OF PERIOD 110 119
CASH AT END OF PERIOD $ 268 $ 107
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest $ 11,765 $ 10,801
Income taxes 1,387 1,112
See notes to consolidated financial statements
SYNTHETIC INDUSTRIES L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF DOLLARS)
(INFORMATION AS OF MARCH 31, 1996 AND FOR THE
PERIODS ENDING MARCH 31, 1996 AND 1995 IS UNAUDITED)
1.ORGANIZATION
Synthetic Industries, L.P. (the "Partnership") is a limited partnership
organized under the laws of Delaware. In December 1986, the Partnership acquired
all of the issued and outstanding shares of Synthetic Industries, Inc. (the
"Company"). The Company manufactures and markets a wide range of polypropylene-
based fabric and fiber products designed for industrial applications. The
Company's diverse mix of products are marketed to the floor covering,
construction and technical textile markets for such end-use applications as
carpet backing, geotextiles, erosion control, concrete reinforcement and
furniture construction fabrics.
Since its organization in 1986, the Partnership has conducted no business except
(I) engaging in the transactions described in a confidential offering memorandum
dated January 16, 1987, as supplemented, relating to the offering and sale of
units of limited partnership interest in the Partnership (the "Units"); and (II)
owning and voting the Shares.
2.INTERIM CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements include the accounts of the Partnership
and the Company. All significant transactions and balances have been
eliminated. The consolidated financial statements as of March 31, 1996 and for
the periods ended March 31, 1996 and 1995 included herein have been prepared,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. In the opinion of management, all adjustments (consisting
of normal recurring accruals) necessary for a fair presentation of the financial
position at March 31, 1996 and 1995, and the results of operations for the three
and six months then ended have been made on a consistent basis. Certain
information and footnote disclosures included in consolidated financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations, although
management believes that the disclosures herein are adequate to make the
information presented not misleading. It is suggested that these consolidated
financial statements be read in conjunction with management's discussion and
analysis of financial condition and results of operations and the consolidated
financial statements of the Company's Form 10-K for the fiscal year ended
September 30, 1995. Operating results for the three and six months ended March
31, 1996 may not necessarily be indicative of the results that may be expected
for the full year.
3.INVENTORY
March 31, September 30,
1996 1995
Finished goods $27,861 $ 27,867
Work in process 5,572 5,541
Raw materials 7,877 12,189
$ 41,310 $ 45,597
4.PROPERTY, PLANT AND EQUIPMENT
March 31, September 30,
1996 1995
Land $ 3,511 $ 3,511
Buildings and improvements 23,457 23,457
Machinery and equipment and
leasehold improvements 165,571 151,921
192,539 178,889
Accumulated depreciation 68,547 62,160
$123,992 $ 116,729
5.LONG-TERM DEBT
March 31, September 30,
1996 1995
Secured revolving credit facility
Secured revolving credit portion $ 9,551 $ 24,727
Term loan portion 45,000 26,000
12 3/4% Senior subordinated
debentures 140,000 140,000
Other 1,342 1,361
195,893 192,088
Less current portion 42 40
Total long term portion $195,851 $ 192,048
On October 20, 1995, the Company and its lenders entered into the Fourth
Amended and Restated Revolving Credit Agreement (as amended to date, the
"Amended Credit Facility"). The Amended Credit Facility, with a
termination date of October 20, 2001, provides for term loan borrowings of
$45,000 of which $10,000 is payable in 1999 and $17,500 is payable in each
of 2000 and 2001.
The revolving credit loan portion of the Amended Credit Facility (the
"Revolver") provides for availability based on a borrowing formula
consisting of 85% of eligible accounts receivable and 50% of eligible
inventory, subject to certain limitations. Under the Amended Credit
Facility, the maximum amount available for borrowing under the Revolver
was increased to $40,000. At March 31, 1996, the Company had $29,317
available for borrowing under the Revolver.
6.INCOME TAXES
The provision (benefit) for income taxes is as follows:
Three Months Ended Six Months Ended
March 31, March 31,
1996 1995 1996 1995
Current:
Federal $ - $ 1,011 $ - $ 1,052
State - 180 - 180
Foreign 30 - 150 -
30 1,191 150 1,232
Deferred:
Federal 140 361 (460) 503
State 90 6 (30) (206)
230 367 (490) 297
Total taxes on income $ 260 $1,558 $ (340) $1,529
The federal income tax provision (benefit) for the three months and six
months ended March 31, 1996 and 1995 reflect the non-deductibility of certain
expenses for income tax purposes such as amortization of goodwill. Deferred
income taxes result from temporary differences between tax bases of assets
and liabilities and their reported amounts in the financial statements.
7. CONTINGENCY
In January 1995, an arbitration proceeding was initiated against the Company,
in the United States, alleging that the claimants are entitled to actual and
punitive damages of 6,104,000 Swiss Francs ($5,100 at March 31, 1996)
resulting from a breach of contract of an exclusive distribution agreement.
The Company believes, based upon information currently available, including
the advice of legal counsel, that it has meritorious defenses to all claims
in the action and that the ultimate resolution will not have a materially
adverse effect on the Company's financial position or results of operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(IN THOUSANDS OF DOLLARS)
Since its organization in 1986 and subsequent admission of Limited Partners, the
Partnership has conducted no business except owning and voting the Shares. As a
result, the discussion and analysis of financial condition and results of
operations presented below relates to the operations of the Company.
LIQUIDITY AND CAPITAL RESOURCES
During the six months ended March 31, 1996, cash from operating activities was
$10,040. This cash, coupled with net bank borrowings of $3,805, was used
primarily to finance capital expenditures of $13,650. The Company has planned
additional capital expenditures of $26,350 during the balance of fiscal 1996,
including the completion of the $35,000 loom expansion in Chickamauga, Georgia
which will increase capacity for the carpet backing and woven geotextile
production. As of March 31, 1996, there was $29,317 available for borrowing
under the Amended Credit Facility.
Management's plans indicate that current and future operations will provide
sufficient cash flow to satisfy the debt service requirements of the long-term
debt obligations, including bank borrowings, the $140,000 of 12 3/4 % Senior
Subordinated Debentures due 2002 and lease commitments.
Polypropylene, the basic raw material used in the manufacturing of
substantially all of the Company's products, accounts for approximately 50% of
all the Company's costs of goods sold. Polypropylene prices at March 31, 1996
decreased approximately 35% from year-end levels. As a result, the average cost
of new polypropylene in the period ended March 31, 1996 approximates the average
cost of polypropylene in the same period of fiscal 1995. However, average
polypropylene costs were approximately 40% higher in the fourth quarter of
fiscal 1995 as compared to fiscal 1994. These costs were included in ending
inventory at September 30, 1995 and have been expensed in costs of goods sold in
the six months ended March 31, 1996.
Polypropylene prices have increased approximately 8% in April 1996. Higher
prices of polypropylene without offsetting selling price increases could have a
significant negative effect on the Company's results of operations and financial
condition. As a result of the level of competition, the Company, to date, has
been able to pass through only a portion of any polypropylene cost increases
through higher selling prices of certain product lines. The Company has not
experienced any shortage of supply of polypropylene, however, continued
increases in demand or major supply disruptions without offsetting increases in
manufacturing capacities could cause the Company future supply shortages.
Historically, the creation of additional facilities has helped to relieve supply
pressures. Although there can be no assurance, management believes that
polypropylene costs will stabilize at or near current levels during the balance
of fiscal 1996 as additional manufacturing facilities will be completed and
commence production by calendar year 1996 and 1997.
RESULTS OF OPERATIONS FOR THE SECOND QUARTER
FISCAL 1996 COMPARED TO FISCAL 1995
The following table sets forth certain financial data for the quarters ended
March 31, 1996 and 1995.
1996 1995
Net sales $64,609 $63,570
Gross profit 18,439 19,514
Gross profit margin 29% 31%
EBITDA1 9,584 11,996
Net sales increased 2% in the second quarter of fiscal 1996 from fiscal 1995.
Carpet backing sales grew to $35,336 during the second quarter, an increase of
7% over second quarter fiscal 1995 sales of $33,149 due primarily to increased
volume offset by lower average selling prices. Construction/civil engineering
sales, which were negatively affected by inclement weather conditions in North
America, increased $172 or 1% to $15,056 in fiscal 1996. Technical textiles
sales decreased 9% to $14,217 in fiscal 1996 from $15,537 in fiscal 1995 due
primarily to temporary negative conditions in the agricultural markets.
The decrease in gross profit and gross profit margin from the second quarter
of fiscal 1996 to the second quarter of fiscal 1995 was primarily due to higher
manufacturing costs associated with plant shutdowns as a result of the February
ice storm. The decrease in EBITDA reflects these higher manufacturing costs and
increased selling, general and administrative expenses.
Direct selling expenses increased $727 to $6,236 during the second quarter of
fiscal 1996 from $5,509 in fiscal 1995 while increasing as a percentage of sales
from 9% to 10%. General and administrative expenses, increasing from 8% to 9%
of net sales, increased to $5,820 from $4,902 in the second quarter of fiscal
1995. The major factors for these increases were enhanced selling and marketing
efforts in anticipation of the $35,000 Chickamauga loom expansion.
Operating income decreased to $5,735 during the second quarter of fiscal 1996
from $8,468 during the second quarter of fiscal 1995. This decrease was
primarily due to the factors previously discussed.
Total interest expense for the second quarter of fiscal 1996 decreased by $53
from the second quarter of fiscal 1995 due primarily to lower effective interest
rates.
Net loss for the second quarter of fiscal 1996 was $410 compared to a net
income of $960 for fiscal 1995 primarily due to the effect of higher
manufacturing costs, coupled with increases in selling, general and
administrative expenses in anticipation of the Chickamauga loom expansion.
RESULTS OF OPERATIONS FOR THE FIRST SIX MONTHS
Net sales for the six months ended March 31, 1996 were $129,217 compared to
$121,582 for the first six months ended March 31, 1995, an increase of 6%. This
increase was primarily due to increased sales of carpet backing and
construction/civil engineering products. Carpet backing sales were $68,889 for
the first six months of fiscal 1996, an increase of $4,582 or 7% over the six
months of fiscal 1995 due primarily to increased volume. Construction/civil
engineering product sales were $34,456 for the first six months of fiscal 1996,
up from $30,354 for the same period in fiscal 1995, an increase of $4,102 or
14%, primarily due to increased sales of geotextile and erosion control fabrics.
Technical textiles sales were $25,872 for the first six months of fiscal 1996
compared to $26,921 for the same period of fiscal 1995, a decrease of $1,049 or
4%. This decrease was primarily due to temporary negative conditions in the
agricultural markets.
Gross profit for the first six months of fiscal 1996 decreased to $33,130 from
$35,499 during the first six months of fiscal 1995. As a percentage of sales,
gross profit decreased to 26% from 29%. This was primarily attributable to the
flow through of higher raw material costs, relating to significantly higher
polypropylene costs in the fourth quarter of 1995, and increased manufacturing
costs associated with plant shutdowns due to the February ice storm.
Direct selling expenses were $11,952 (9% of net sales) in the first six months
of fiscal 1996 compared to $10,964 (9% of net sales) in the first six months of
fiscal 1995. General and administrative expenses of $10,791 (8% of net sales)
for the first six months of fiscal 1996 increased $1,281 over the first six
months of fiscal 1995. These increases were primarily in support of higher
sales and enhanced selling and marketing efforts in anticipation of the $35,000
Chickamauga loom expansion.
Operating income decreased to $9,091 during the first six months of fiscal
1996 (7% of net sales) from $13,755 during the first six months of fiscal 1995
(11% of net sales). This decrease was primarily due to the factors discussed
above.
Total interest expense for the first six months of fiscal 1996 increased by
$209 from the first six months of fiscal 1995 due primarily to higher average
total debt outstanding for the Amended Credit Facility partially offset by lower
interest rates.
Net loss for the first six months of fiscal 1996 was $2,307 compared to a net
income of $679 for the first six months of fiscal 1995 primarily due to the flow
through of higher raw material costs partially offset by increased sales, higher
manufacturing costs associated with plant shutdowns as a result of the February
ice storm and increased selling, general and administrative expenses in
expectation of future sales growth.
ACCOUNTING CHANGE
In October 1995, the Financial Accounting Standard Board issued Statement of
Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation" which will be effective for the Company beginning October 1, 1996.
SFAS No. 123 requires expanded disclosures of stock-based compensation
arrangements with employees and encourages (but does not require) compensation
cost to be measured based on the fair market value of the equity instrument
awarded. Companies are permitted, however, to continue to apply APB Opinion No.
25, which recognizes compensation cost based on the intrinsic value of the
equity instrument awarded. The Company has not yet decided on the method of
adoption but will adopt the statement in fiscal 1997. Management does not
believe the adoption of the statement will have a material impact on the
Company's financial position or results of operations.
PART II - OTHER INFORMATION
ITEM 1. LITIGATION
In January 1995, an arbitration proceeding was initiated against the Company,
in the United States, alleging that the claimants are entitled to actual and
punitive damages of 6,104,000 Swiss Francs ($5,100 at March 31, 1996) resulting
from a breach of contract of an exclusive distribution agreement. The Company
believes, based upon information currently available, including the advice of
legal counsel, that it has meritorious defenses to all claims in the action and
that the ultimate resolution will not have a materially adverse effect on the
Company's financial position or results of operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Amendment Number 3 to the Fourth Amended and Restated Revolving Credit
Agreement
(b) Reports of Form 8-K
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SYNTHETIC INDUSTRIES, L.P.
By: SI MANAGEMENT L.P.
General Partner
By: SYNTHETIC MANAGEMENT G.P.
General Partner
By: CHILL INVESTMENTS, INC.
Managing General Partner
By: /s/ Leonard Chill
Leonard Chill
President
Dated: May 14, 1996
_______________________________
1The Company believes that earnings before interest, taxes, depreciation and
amortization ("EBITDA") is helpful in understanding cash flow from operations
that is available for debt service, taxes and capital expenditures. EBITDA is
not a concept contained in Generally Accepted Accounting Principles and is not
a substitute for operating income, net income or cash flows from operating
activities.
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AMENDMENT NO. 3
to
FOURTH AMENDED AND RESTATED REVOLVING
CREDIT AND SECURITY AGREEMENT
dated as of October 20, 1995
THIS AMENDMENT NO. 3 dated as of March 15, 1996 is made by and among
Synthetic Industries, Inc., a Delaware corporation (the "Borrower"), The First
National Bank of Boston ("Bank of Boston"), Sanwa Business Credit Corporation
("Sanwa") and SouthTrust Bank of Georgia, N.A. ("SouthTrust" and together with
Bank of Boston and Sanwa, the "Lenders"), and Bank of Boston as agent (the
"Agent") for the Lenders.
Preliminary Statements
The Borrower, the Lenders and the Agent are parties to a Fourth
Amended and Restated Revolving Credit and Security Agreement dated as of
October 20, 1995, as amended by Amendment No. 1 dated as of December 1, 1995 and
Amendment No. 2 dated as of February 14, 1996 (the "Credit Agreement"; terms
defined therein and not otherwise defined herein being used herein as therein
defined).
The Borrower has requested, and the Lenders and the Agent have agreed,
upon and subject to the terms, conditions and provisions of this Amendment, to
amend certain provisions of the Credit Agreement.
NOW, THEREFORE, in consideration of the Credit 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:
1. Amendments to Credit Agreement. The Credit Agreement is
hereby amended, subject to the provisions of Section 3 hereof, by
(a) amending Section 10.1 Financial Ratios by
(i) amending subsection (a) Working Capital thereof in its
entirety to read as follows:
(a) Working Capital. The ratio of Working Capital Assets of
the Borrower and its Consolidated Subsidiaries to Working Capital
Liabilities of the Borrower and its Consolidated Subsidiaries to be
less than 2.00 to 1 at any time after the Effective Date, OTHER THAN
as measured at month-end of May and November when such ratio shall not
be less than 1.8 to 1;
(ii) amending subsection (b) Total Interest Coverage thereof
by amending clause (i) thereof to read in its entirety as follows:
(i) on the last day of any month ending after the Effective
Date and on or before August 31, 1996 to be less than 1.75 to 1, OTHER
THAN on the last day of March 1996 and April 1996 when such ratio
shall not be less than 1.65 to 1;
(iii) amending subsection (c) Total Debt Service Coverage
thereof by amending clause (i) thereof in its entirety to read as follows:
(i) 1.40 to 1 for any period of four consecutive fiscal
quarters ending after the Effective Date and on or before December 31,
1995 or 1.30 to 1 for the period of four consecutive fiscal quarters
ending March 31, 1996;
2. Waiver. Subject to the provisions of Section 3 hereof, the
Lenders and the Agent hereby waive compliance and the effect of noncompliance by
the Borrower with the provisions of Section 10.1(b) of the Credit Agreement as
of the last day of the month of February 1996.
3. Effectiveness of Amendment. This Amendment shall become
effective as of the date hereof upon receipt by the Agent of the following, each
n form and substance satisfactory to the Agent:
(a) at least seven copies of this Amendment, each duly executed and
delivered by the Borrower and the Majority Lenders,
(b) a certificate of the president or chief financial officer of
the Borrower to the effect that after giving effect to this Amendment, (i) all
representations and warranties of the Borrower set forth in the Credit Agreement
and the other Loan Documents are true and correct on and as of the date of this
Amendment, and (ii) no Default or Event of Default has occurred and is
continuing, and such statements shall be true, and
(c) such other documents, instruments and certificates as the
Agent may reasonably request in connection with the transactions contemplated by
this Amendment.
4. Effect of Amendment. From and after the effectiveness of
this Amendment, all references in the Credit Agreement and in any other Loan
Document to "this Agreement," "the Credit Agreement," "hereunder," "hereof" and
words of like import referring to the Credit Agreement, shall mean and be
references to the Credit Agreement as amended by this Amendment. Except as
expressly amended hereby, the Credit 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.
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: Leonard Chill
Name: Leonard Chill
ATTEST: Title: President
__Joseph Sinicropi____
[Assistant] Secretary
THE FIRST NATIONAL BANK OF
BOSTON, as the Agent and as
a Lender
By:William C. Purinton
William C. Purinton
Vice President
SANWA BUSINESS CREDIT
CORPORATION
By Peter L. Skavla
Name: Peter L. Skavla
Title: Vice President
SOUTHTRUST BANK OF GEORGIA,
N.A.
By: Melinda M. Bergbom
Melinda M. Bergbom
Vice President
