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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
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Date of Report (Date of earliest event reported) August 26, 2004
CULP, INC.
(Exact name of registrant as specified in its charter)
North Carolina 0-12781 56-1001967
(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation) Identification No.)
101 South Main Street
High Point, North Carolina 27260
(Address of principal executive offices)
(336) 889-5161
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
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Item 1.01 - Entry into a Material Definitive Agreeement
On August 26, 2004 the company entered into an agreement, dated as of August 23,
2004, to amend and extend for one year the term of its' loan agreement with
Wachovia Bank, National Association, that provides for a revolving loan
commitment of $15.0 million, including letters of credit up to $2.5 million.
Borrowings under the credit facility generally bear interest at the London
Interbank Offered Rate plus an adjustable margin based upon the company's
debt/EBITDA ratio, as defined by the agreement.
9.01(c) - Exhibits
10 Third Amendment to Amended and Restated Credit Agreement
Forward Looking Information
This release contains statements that may be deemed "forward-looking
statements" within the meaning of the federal securities laws, including the
Private Securities Litigation Reform Act of 1995 (Section 27A of the Securities
Act of 1933 and Section 27A of the Securities and Exchange Act of 1934). Such
statements are inherently subject to risks and uncertainties. Further,
forward-looking statements are intended to speak only as of the date on which
they are made. Forward-looking statements are statements that include
projections, expectations or beliefs about future events or results or otherwise
are not statements of historical fact. Such statements are often but not always
characterized by qualifying words such as "expect," "believe," "estimate,"
"plan" and "project" and their derivatives, and include but are not limited to
statements about expectations for the company's future sales, gross profit
margins, SG&A or other expenses, and earnings, as well as any statements
regarding the company's view of estimates of the company's future results by
analysts. Factors that could influence the matters discussed in such statements
include the level of housing starts and sales of existing homes, consumer
confidence, trends in disposable income, and general economic conditions.
Decreases in these economic indicators could have a negative effect on the
company's business and prospects. Likewise, increases in interest rates,
particularly home mortgage rates, and increases in consumer debt or the general
rate of inflation, could affect the company adversely. In addition,
strengthening of the U. S. dollar against other currencies could make the
company's products less competitive on the basis of price in markets outside the
United States. Also, economic and political instability in international areas
could affect the company's operations or sources of goods in those areas, as
well as demand for the company's products in international markets. Finally,
unanticipated delays or costs in executing restructuring actions could cause the
cumulative effect of restructuring actions to fail to meet the objectives set
forth by management. Other factors that could affect the matters discussed in
forward-looking statements are included in the company's periodic reports filed
with the Securities and Exchange Commission.
SIGNATURE
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.
CULP, INC.
(Registrant)
By: /s/ Kenneth M. Ludwig
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Kenneth M. Ludwig
Senior Vice President
Human Resources
THIRD AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ("Third
Amendment") is made as of the 23rd day of August, 2004, by and between CULP,
INC., a North Carolina corporation (together with its successors and permitted
assigns, the "Borrower") and WACHOVIA BANK, NATIONAL ASSOCIATION (formerly,
Wachovia Bank, N.A.), a national banking association, as Agent and as a Bank
(together with its endorsees, successors and assigns, the "Bank").
BACKGROUND
The Borrower and the Bank entered into an Amended and Restated Credit
Agreement, dated as of August 23, 2002, as amended by Second Amendment to
Amended and Restated Credit Agreement (the "Second Amendment"), dated as of June
3, 2003 (it being acknowledged by the parties hereto that the proposed First
Amendment to Amended and Restated Credit Agreement, which had been under
discussion in March 2003, was never executed by the parties and is of no force
or effect; otherwise, such agreement, as amended by the Second Amendment and as
it may be further amended, restated, supplemented and/or modified, shall be
referred to herein as the "Credit Agreement"). Terms used herein and not herein
defined shall have the meanings given to them in the Credit Agreement.
The Borrower has now requested certain other amendments to the provisions
of the Credit Agreement, which the Bank is willing to accommodate subject to the
terms, provisions and conditions set forth in this Third Amendment.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower and the Bank hereby agree as follows:
1. Amendments to Credit Agreement. The Credit Agreement is hereby amended
as follows:
(a) The following definition in Section 1.01 is hereby amended and
restated in its entirety to read as follows:
"Termination Date" means whichever is applicable of (i)
August 31, 2005, (ii) the date the Commitments are terminated
pursuant to Section 6.01 following the occurrence of an Event of
Default, or (iii) the date the Borrower terminates the
Commitments entirely pursuant to Section 2.08.
(b) Section 2.07(a) of the Credit Agreement is hereby deleted in its
entirety without any replacement therefor.
2. Further Assurances. The Borrower will execute such confirmatory
instruments, if any, with respect to the Credit Agreement and this Third
Amendment as the Bank may reasonably request.
3. Ratification by Borrower. The Borrower ratifies and confirms all of its
representations, warranties, covenants, liabilities and obligations under the
Credit Agreement (except as expressly modified by this Third Amendment) and
agrees that: (i) except as expressly modified by this Third Amendment, the
Credit Agreement continues in full force and effect as if set forth specifically
herein; and (ii) the Borrower has no right of setoff, counterclaim or defense to
payment of its obligations under the Credit Agreement. The Borrower and the Bank
agree that this Third Amendment shall not be construed as an agreement to
extinguish the Borrower's obligations under the Credit Agreement or the Notes
and shall not constitute a novation as to the obligations of the Borrower under
the Credit Agreement or the Notes. The Bank hereby expressly reserves all rights
and remedies it may have against all parties who may be or may hereafter become
secondarily liable for the repayment of the obligations under the Credit
Agreement or the Notes.
4. Amendments. This Third Amendment may not itself be amended, changed,
modified, altered, or terminated without in each instance the prior written
consent of the Bank. This Third Amendment shall be construed in accordance with
and governed by the laws of the State of North Carolina.
5. Counterparts. This Third Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which,
taken together, shall constitute one and the same agreement.
6. Credit Agreement Modification Fee. The Borrower shall pay to the Bank on
the date this Third Amendment is executed, an amendment fee equal to $45,000.00,
which fee, once paid, shall be fully earned and non-refundable.
7. Bank's Expenses. In accordance with Section 9.03 of the Credit
Agreement, Borrower hereby acknowledges and agrees to pay all reasonable
out-of-pocket expenses incurred by the Bank in connection with the preparation
of this Third Amendment, including without limitation reasonable attorneys'
fees.
[Signature Page Follows]
IN WITNESS WHEREOF, this Third Amendment has been duly executed under seal
by Borrower and Bank as of the day and year first above written.
BORROWER:
CULP, INC.
By: Franklin N. Saxon
Name: Franklin N. Saxon
Title: President and COO
ATTEST:
___________________________
Secretary
[Corporate Seal]
BANK:
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Agent and as Bank
By: David G. Black
Name: David G. Black
Title: Senior Vice President