AVONDALE INC
EX-10.52 CONSENT AND AMENDMENT NO. 3 TO CREDIT AGREEMENT, DATED NOV. 7, 2003
<DOCUMENT>
<TYPE>EX-10.52
<SEQUENCE>10
<FILENAME>g90771exv10w52.txt
<DESCRIPTION>EX-10.52 CONSENT AND AMENDMENT NO. 3 TO CREDIT AGREEMENT, DATED NOV. 7, 2003
<TEXT>
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                                                               EXHIBIT 10.52

                 CONSENT AND AMENDMENT NO. 3 TO CREDIT AGREEMENT

            This CONSENT AND AMENDMENT NO. 3 TO CREDIT AGREEMENT (the
"AMENDMENT") is dated as of July 1, 2004, by and among AVONDALE MILLS, INC., an
Alabama corporation, as the Borrower (in such capacity, the "BORROWER") and as a
Credit Party; AVONDALE MILLS GRANITEVILLE FABRICS, INC., a Delaware corporation,
as a Credit Party (together with Avondale Mills, Inc., the "CREDIT PARTIES" and
each a "CREDIT PARTY"), AVONDALE INCORPORATED, a Georgia corporation
("HOLDINGS") and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation,
as the sole Lender (in such capacity, the "LENDER") and as agent (in such
capacity, the "AGENT"). Capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to such terms in Annex A to the Credit
Agreement referred to below.

                                    RECITALS

            WHEREAS, the Borrower, the Credit Parties, the Lender and the Agent
are parties to a Credit Agreement dated as of November 7, 2003 (as amended,
restated, supplemented or otherwise modified from time to time, the "CREDIT
AGREEMENT");

            WHEREAS, the Borrower has notified the Agent and the Lender that it
will enter into a certain Exchange Agreement dated as of the date hereof in the
form of Exhibit A attached hereto pursuant to which the Borrower will issue
floating rate notes due 2012 in an aggregate principal amount of $3,400,000 (the
"NEW NOTES") in favor of Allstate Life Insurance Company, Allstance Insurance
Company and Allstate Plans' Master Trust in exchange for the retirement of an
aggregate principal amount of $5,000,000 of the Subordinated Notes (the "NOTE
EXCHANGE");

            WHEREAS, the Borrower, Holdings and the Credit Parties have
requested that the Lender and the Agent consent to any violation of Section 6.2,
Section 6.13 or 6.16 of the Credit Agreement that may arise solely as a result
of the Note Exchange or the Issuance of the New Notes;

            WHEREAS, the Lender and the Agent have agreed to grant such consent
on the terms and conditions set forth herein; and

            WHEREAS, the parties hereto have also agreed, on the terms and
conditions set forth below, to amend the Credit Agreement.

            NOW, THEREFORE, in consideration of the continued performance by
Borrower and each Credit Party of their respective promises and obligations
under the Credit Agreement and the other Loan Documents, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Credit Parties, Holdings, the Lender, and the
Agent hereby agree as follows:

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            1.    Consent. Effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 3 below, each of
the Lender and the Agent hereby consent to any violation of Section 6.2, Section
6.13 or 6.16 of the Credit Agreement that may arise solely as a result of the
Note Exchange or the Issuance of the New Notes.

            2.    Amendment to Credit Agreement. Effective as of the date hereof
and subject to the satisfaction of the conditions precedent set forth in Section
3 below, the Credit Agreement is hereby amended as follows:

            (a)   Annex D to the Credit Agreement is hereby amended to delete
the definition of "Subordinated Debt" in its entirety and to substitute the
following therefor:

            "'Subordinated Debt' means the Subordinated Notes, the May 2004
      Floating Rate Notes, the July 2004 Floating Rate Notes and any other
      Indebtedness of any Credit Party subordinated to the Obligations in a
      manner and form satisfactory to Agent and Lenders in their sole
      discretion, as to right and time of payment and as to any other rights and
      remedies thereunder."

            (b)   Annex D to the Credit Agreement is hereby amended to add the
following defined term in the appropriate alphabetical location:

            "'July 2004 Floating Rate Notes' means those certain floating rate
      notes due 2012 issued by Borrower in an aggregate original principal
      amount of $3,400,000."

            (c)   Schedule 6.3 to the Credit Agreement is hereby amended and
restated in its entirety as Exhibit B attached hereto.

            3.    Effectiveness of this Amendment; Conditions Precedent. The
provisions of Paragraphs 1 and 2 of this Amendment shall be deemed to have
become effective as of the date of this Amendment, but such effectiveness shall
be expressly conditioned upon the Agent's receipt of a faxed counterpart of this
Amendment executed and delivered by duly authorized officers of the Borrower,
the Credit Parties, Holdings and the Lender.

            4.    Miscellaneous.

            (a)   Headings. The various headings of this Amendment are inserted
for convenience of reference only and shall not affect the meaning or
interpretation of this Amendment or any provisions hereof.

            (b)   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 together shall be deemed to be one and the same instrument.
Delivery of an executed counterpart of a signature page to this Amendment by
facsimile transmission shall be effective as delivery of a manually executed
counterpart thereof.

            (c)   Interpretation. No provision of this Amendment shall be
construed against or interpreted to the disadvantage of any party hereto by any
court or other governmental or

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judicial authority by reason of such party's having or being deemed to have
structured, drafted or dictated such provision.

            (d)   Reaffirmation, Ratification and Acknowledgment; Reservation.
Each of the Borrower, the Credit Parties and Holdings hereby (a) ratifies and
reaffirms all of its payment and performance obligations, contingent or
otherwise, and each grant of security interests and liens in favor of the Agent
on behalf of the Lender, under each Loan Document to which it is a party, (b)
agrees and acknowledges that such ratification and reaffirmation is not a
condition to the continued effectiveness of such Loan Documents, and (c) agrees
that neither such ratification and reaffirmation, nor the Agent's, or the
Lender's solicitation of such ratification and reaffirmation, constitutes a
course of dealing giving rise to any obligation or condition requiring a similar
or any other ratification or reaffirmation from the Borrower, Holdings or such
Credit Party with respect to any subsequent modifications to the Credit
Agreement or the other Loan Documents. The Credit Agreement is in all respects
ratified and confirmed. Each of the Loan Documents shall remain in full force
and effect and are hereby ratified and confirmed. Except as set forth in Section
1 above, neither the execution, delivery nor effectiveness of this Amendment
shall operate as a waiver of any right, power or remedy of the Agent or the
Lender, or of any Default or Event of Default (whether or not known to the Agent
or the Lender), under any of the Loan Documents, all of which rights, powers and
remedies, with respect to any such Default or Event of Default or otherwise, are
hereby expressly reserved by the Agent and the Lender. This Amendment shall
constitute a Loan Document for purposes of the Credit Agreement.

            (e)   Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER AND GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF GEORGIA.

            (f)   Effect. Upon the effectiveness of this Amendment, each
reference in the Credit Agreement to "this Amendment," "hereunder," "hereof" or
words of like import shall mean and be a reference to the Credit Agreement as
amended hereby and each reference in the other Loan Documents to the Credit
Agreement, "thereunder," "thereof," or words of like import shall mean and be a
reference to the Credit Agreement as amended hereby. Except as expressly
provided in this Amendment, all of the terms, conditions and provisions of the
Credit Agreement and the other Loan Documents shall remain the same. Each of the
Borrower, the Credit Parties and Holdings hereby represents and warrants to the
Lender and the Agent that all authorizations, consents and approvals of such
Person's board of directors and shareholders, and all other Persons, necessary
to permit such Person to execute and deliver this Amendment and to perform its
obligations hereunder and under the Credit Agreement as amended hereby, and to
permit the Lender and the Agent to enforce such obligations, have been obtained.

            (g)   No Novation or Waiver. Except as specifically set forth in
this Amendment the execution, delivery and effectiveness of this Amendment shall
not (a) limit, impair, constitute a waiver by, or otherwise affect any right,
power or remedy of, the Agent or the Lender under the Credit Agreement or any
other Loan Document, (b) constitute a waiver of any provision in the Credit
Agreement or in any of the other Loan Documents or of any Default or Event of
Default that may have occurred and be continuing, or (c) alter, modify, amend or
in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in

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the Credit Agreement or in any of the other Loan Documents, all of which are
ratified and affirmed in all respects and shall continue in full force and
effect.

            (h)   Agent's Expenses. The Borrower hereby agrees to promptly
reimburse the Agent for all of the reasonable out-of-pocket expenses, including,
without limitation, attorneys' and paralegals' fees, it has heretofore or
hereafter incurred or incurs in connection with the preparation, negotiation and
execution of this Amendment.

                                     ******

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            IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the day and year first above written.

                                   GENERAL ELECTRIC CAPITAL
                                   CORPORATION, as Agent and the sole Lender

                                   By: ________________________________________
                                   Name: Curtis J. Correa
                                   Title: Duly Authorized Signatory

                                   AVONDALE MILLS, INC., as the Borrower and
                                   as a Credit Party

                                   By: ________________________________________
                                   Name: Jack R. Altherr, Jr.
                                   Title: Vice Chairman and Chief Financial
                                   Officer

                                   AVONDALE MILLS GRANITEVILLE FABRICS,
                                   INC., as a Credit Party

                                   By: ________________________________________
                                   Name: Jack R. Altherr, Jr.
                                   Title: Vice Chairman and Chief Financial
                                   Officer

                                   AVONDALE INCORPORATED

                                   By: ________________________________________
                                   Name: Jack R. Altherr, Jr.
                                   Title: Vice Chairman and Chief Financial
                                   Officer

        Signature Page to Consent and Amendment No. 3 to Credit Agreement

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                                    EXHIBIT A

                               Exchange Agreement

                                   (attached)

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                                    EXHIBIT B

                        Amended and Restated Schedule 6.3

                                   (attached)

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