Letter of Waiver of Default dated June 12, 2003



 



EXHIBIT 10.65




	 	 	Wachovia Bank, N.A.
	 	 	Risk Management
	 	 	Carolinas Region
	 	 	SC8467
	 	 	Post Office Box 969
	 	 	Greenville, SC 29602




(WACHOVIA LOGO)



WACHOVIA



	 	 	June 12, 2003
	 
	 	 	Mr. Charles R. Tutterow
	 	 	Executive Vice President
	 	 	JPS Industries, Inc.
	 	 	555, North Pleasantburg Drive
	 	 	Suite 202
	 	 	Greenville, SC 29607




	 	 	 
	 	Re:	
Obligor # 4794862899, Obligation # 1331016
	 	 	
Modification to June 11, 2003 letter.




	 	 	Dear Chuck:
	 
	 	 	Reference is made to that certain Revolving Credit and Security Agreement dated
as of May 9, 2001, and subsequent modifications, 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:
	 
	 	 	Funded Debt to EBITDA Ratio. Borrower shall at all times maintain, on a
consolidated basis, a ratio of Funded Debt to EBITDA of not more than 2.75 to
1.00 through fiscal quarter ending January 31, 2003, and of not more than 2.00
to 1.00 at fiscal quarter ending April 30, 2003 and at all times thereafter.
	 
	 	 	The Bank has determined that the
Borrower has violated the above-referenced
provision due to the following:
	 
	 	 	Per the Borrower’s quarterly compliance report for the fiscal quarter ended May
3, 2003, Funded Debt to EBITDA Ratio is 3.22.
	 
	 	 	The Borrower has requested the Bank’s waiver, and the Bank does hereby waive
the Borrower’s default under this provision for the second quarter ended May 3,
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.



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	 	 	Bank and Borrower agree to modify the pricing matrix on the Revolving Credit
Facility, as follows (pricing tier/funded debt to EBITDA ratio/applicable rate
margin):
	 
	 	 	Tier VII/Greater than 2.25 to 1.0
but £ 3.0 to 1.0. / 2.35% (revised).
	 
	 	 	Tier VIII/Greater than 3.0 to 1.0 but £ 4.0 to 1.0. / 2.70% (new).
	 
	 	 	Tier IX/Greater than 4.0 to 1.0. / 2.95% (new).
	 
	 	 	The pricing matrix changes will be evidenced by a separate modification
agreement. The rate in effect with the modification will be LIBOR + 2.70% and
will be retroactive to June 1,2003.
	 
	 	 	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/ David S. Sampson
	 	 	 	 	

	 	 	 	 	     David S. Sampson
	 	 	 	 	     Vice President




	 	 	ACCEPTED AND AGREED TO:
	 
	 	 	JPS Industries, Inc.




	 	 	 	 	 	 	 	 
	 	By:	 	
     /s/ Charles R. Tutterow
	 	By:
	 	 
	 	 	 	


	 	 	 	

	 	 	 	
     Name: Charles R. Tutterow
	 	 	 	      Name:
	 	 	 	
     Title: Executive Vice President & CFO
	 	 	 	      Title:






	 	Date:	 	
June 12, 2003
	 	Date:
	 	 
	 	 	 	 	 	 	 	




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