exv10w64



 






EXHIBIT 10.64



First Union National Bank



SC8467





Post Office Box 1329





Greenville, South Carolina 29602





[FIRST UNION LOGO]




On April 1, 2002 First Union National Bank
changed its name to Wachovia Bank, National Association.




December 31, 2002




Mr. Charles R. Tutterow




Executive Vice President





JPS Industries, Inc.





555 North Pleasantburg Drive





Suite 202





Greenville, SC 29607





Re:     Obligor #
4794862899, Obligation # 1331016




Dear Chuck:



     
Reference is made to that certain Revolving
Credit and Security Agreement dated as of May 9, 2001,
between JPS Industries, Inc. (the “Borrower”) and
Wachovia Bank, National Association (the “Bank”). The
Revolving Credit and Security Agreement and all other documents
executed and delivered in connection therewith are collectively
referred to herein as the “Loan Documents”. All
capitalized terms used but not defined herein shall have the
meanings assigned in the Loan Documents.



     
The document provides:




Tangible Net
Worth.     Borrower
shall at all times, maintain, on a consolidated basis, a
Tangible Net Worth of at least $48,000,000. “Total
Liabilities” shall mean all liabilities of Borrower,
including capitalized leases and all reserves for deferred taxes
and other deferred sums appearing on the liabilities side of a
balance sheet of Borrower in accordance with GAAP applied on a
consistent basis. “Tangible Net Worth” shall mean the
total assets (including goodwill) minus Total Liabilities. For
purposes of this computation, the aggregate amount flowing from
any officers, stockholders or other Affiliates of Borrower shall
be subtracted from total assets, and Total Liabilities shall
include debt fully subordinated to Bank on terms and conditions
acceptable to Bank.




     
The Bank has determined that the Borrower has
violated the above-referenced provision due to the following:




		
	 	
    Per the quarterly compliance report dated
    11/02/2002, Tangible Net Worth is $14,031,960.00
    




     
The Borrower has requested the Bank’s
waiver, and the Bank does hereby waive the Borrower’s
default under this provision through 11/02/2003, subject to
Borrower’s execution of and return of this letter. This
waiver is limited to the default recited above and shall not be
construed to be a waiver of any subsequent default under the
referenced provision, or of any existing or future defaults
under any other provision of any Loan Document.




544377







 



Bank and Borrower agree to reduce the principal
amount of the Line of Credit to $25,000,000.00, which will be
evidenced by a separate modification agreement.



     
The Borrower, by signature below, represents and
warrants that there exist no defaults or event of default under
the Loan Documents other than those specifically waived herein,
that the Loan Documents are in full force and effect, and that
Borrower does not have any defenses to its obligations under the
Loan Documents nor any claims against Bank.



     
Please evidence your acceptance of the terms of
this waiver by signing and returning to the Bank a copy of this
letter bearing original authorized signature of each of the
parties indicated.




		
	 	
    Very Truly Yours,
    
	 
	 	
    WACHOVIA BANK, NATIONAL ASSOCIATION
    





			
	 	By: 	
    /s/ CLAIRE M. RIPLEY
    



		
	 	
    

	 	
    Claire M. Ripley
    
	 	
    Vice President
    
	 	
    Risk Management
    





ACCEPTED AND AGREED TO:




JPS Industries, Inc.




	 	 	 
	
    By:   /s/ Charles R. Tutterow	 	
    By: 
	
    
	 	
    

	
            Name:  Charles R. Tutterow
    	 	
                Name:
    
	
                Title: Executive VP & CFO
    	 	
                Title:
    
	 
	
    Date:  12/31/02	 	
    Date: