Exhibit 4.14
CREDIT AGREEMENT DATED
AS OF DECEMBER 5, 1996
WAIVER
WAIVER, dated as of March 27, 1998 (this "Waiver"), under the
Credit Agreement, dated as of December 5, 1996 (as amended prior to the date
hereof and as further amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among XXXXXXX & XXXXXX PRODUCTS CO., a Delaware
corporation (the "Borrower"), XXXXXXX & XXXXXX CORPORATION, a Delaware
corporation ("Holdings"), the financial institutions parties thereto (the
"Lenders") and THE CHASE MANHATTAN BANK, a New York banking corporation, as
agent to the lenders thereunder (in such capacity, the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, the Borrower and Holdings have requested the Lenders
to waive certain covenants in the Credit Agreement as set forth herein; and
WHEREAS, the Lenders are willing to waive such covenants in
the Credit Agreement on and subject to the terms and conditions thereof;
NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by each of the parties
hereto, the parties agree as follows:
SECTION 1. Definitions. Unless otherwise defined herein,
terms defined in the Credit Agreement are used herein as therein defined.
SECTION 2. Waiver of Section 6.14 (Interest Coverage Ratio).
Section 6.14 of the Credit Agreement is hereby waived for the fiscal quarter
ending March 28, 1998; provided that such waiver is effective only if the
Interest Coverage Ratio is at least 1.75 to 1.00 for such fiscal quarter.
SECTION 3. Waiver of Section 6.16 (Leverage Ratio). Section
6.16 of the Credit Agreement is hereby waived for the fiscal quarter ending
March 28, 1998; provided that such waiver is effective only if the Leverage
Ratio is no greater than 2.50 to 1.00 for such fiscal quarter.
SECTION 4. Representations and Warranties. The parties hereto
hereby represent and warrant to the Administrative Agent and each Lender that
after giving effect to the waivers contained herein, each party hereto hereby
confirms, reaffirms and restates the representations and warranties set forth in
Article III of the Credit Agreement as if made on
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and as of the Waiver Effective Date, except as they may specifically relate to
an earlier date; provided that such representations and warranties shall be and
hereby are amended so that all references to the Agreement therein shall be
deemed a reference to (i) the Credit Agreement, (ii) this Waiver and (iii) the
Credit Agreement as waived by this Waiver.
SECTION 5. Conditions Precedent. This Waiver shall become
effective as of the date hereof (the "Waiver Effective Date") when each of the
conditions precedent set forth below shall have been fulfilled:
(a) Waiver. The Administrative Agent shall have received this
Waiver, executed and delivered by a duly authorized officer of each of the
Borrower, Holdings and the Required Lenders.
(b) No Default or Event of Default. On and as of the Waiver
Effective Date and after giving effect to this Waiver and the transactions
contemplated hereby, no Default or Event of Default shall have occurred and be
continuing.
(c) Representations and Warranties. The representations and
warranties made by the Borrower in the Credit Agreement and herein after giving
effect to this Waiver and the transactions contemplated hereby shall be true and
correct in all material respects on and as of the Waiver Effective Date as if
made on such date, except where such representations and warranties relate to an
earlier date in which case such representations and warranties shall be true and
correct as of such earlier date.
(d) Acknowledgement and Consent. The Administrative Agent
shall have received from each of Holdings, the Borrower and the other Loan
Parties with respect to each Loan Document to which it is a party a duly
executed Acknowledgment and Consent, substantially in the form of Exhibit A
hereto.
SECTION 6. Continuing Effect of Credit Agreement. This Waiver
shall not constitute an amendment or waiver of any provision of the Credit
Agreement not expressly referred to herein and shall not be construed as an
amendment, waiver or consent to any action on the part of any party hereto that
would require an amendment, waiver or consent of the Administrative Agent or the
Lenders except as expressly stated herein. Except as expressly waived hereby,
the provisions of the Credit Agreement are and shall remain in full force and
effect.
SECTION 7. Expenses. The Borrower agrees to pay or reimburse
the Administrative Agent for all of its reasonable out-of-pocket costs and
expenses incurred in connection with (a) the negotiation, preparation, execution
and delivery of this Waiver and any other documents prepared in connection
herewith, and consummation of the transactions contemplated hereby and thereby,
including the fees and expenses of Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel to the
Administrative Agent, and (b) the enforcement or preservation of any rights
under this Waiver and any other such documents.
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SECTION 8. GOVERNING LAW. THIS WAIVER SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.
SECTION 9. Counterparts. This Waiver may be executed in any
number of counterparts by the parties hereto, each of which counterparts when so
executed shall be an original, but all counterparts taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Waiver
to be duly executed and delivered by their respective duly authorized officers
as of the day and year first above written.
XXXXXXX & XXXXXX PRODUCTS CO.
By /s/ J. Xxxxxxx Xxxxx
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
XXXXXXX & XXXXXX CORPORATION
By /s/ J. Xxxxxxx Xxxxx
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
THE CHASE MANHATTAN BANK,
as Administrative Agent and as a Lender
By
Name:
Title:
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BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By__
Name:
Title:
NATIONSBANK, N.A.
By
Name:
Title:
THE BANK OF NEW YORK
By
Name:
Title:
THE BANK OF NOVA SCOTIA
By
Name:
Title:
BANK OF TOKYO - MITSUBISHI TRUST COMPANY
By
Name:
Title:
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BRANCH BANKING AND TRUST COMPANY
By
Name:
Title:
CREDIT AGRICOLE DE INDOSUEZ
By
Name:
Title:
CIBC INC.
By
Name:
Title:
COMERICA BANK
By
Name:
Title:
COMMERCIAL LOAN FUNDING TRUST I
By
Name:
Title:
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COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
By
Name:
Title:
By
Name:
Title:
CREDIT LYONNAIS, NEW YORK BRANCH AND CREDIT LYONNAIS ATLANTA AGENCY
By
Name:
Title:
By
Name:
Title:
CREDITANSTALT CORPORATE FINANCE, INC.
By
Name:
Title:
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DRESDNER BANK, A.G.
By
Name:
Title:
By
Name:
Title:
FIRST NATIONAL BANK OF CHICAGO
By
Name:
Title:
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
By
Name:
Title:
FUJI BANK
By
Name:
Title:
THE LONG-TERM CREDIT BANK OF JAPAN LTD., NEW YORK BRANCH
By
Name:
Title:
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XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
By
Name:
Title:
THE ROYAL BANK OF SCOTLAND, PLC
By
Name:
Title:
SOCIETE GENERALE
By
Name:
Title:
SUMITOMO BANK, LIMITED
By
Name:
Title:
THE SUMITOMO TRUST & BANKING CO., LTD.
By
Name:
Title:
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SUNTRUST BANK, ATLANTA
By
Name:
Title:
By
Name:
Title:
THE TORONTO-DOMINION (NEW YORK), INC.
By
Name:
Title:
WACHOVIA BANK OF NORTH CAROLINA, N.A.
By
Name:
Title:
XXXXX FARGO BANK
By
Name:
Title:
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EXHIBIT A TO
WAIVER
ACKNOWLEDGEMENT AND CONSENT
Each of the undersigned corporations hereby:
(a) acknowledges and consents to the execution, delivery and
performance of the Waiver, dated as of March 27, 1998 (the "Waiver") under the
Credit Agreement dated as of December 5, 1996 (as the same may be amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among Xxxxxxx & Xxxxxx Products Co. (the "Borrower"), Xxxxxxx & Xxxxxx
Corporation ("Holdings"), the several banks and other institutions from time to
time parties to the Credit Agreement (the "Lenders") and The Chase Manhattan
Bank, as administrative agent to the lenders thereunder (in such capacity, the
"Administrative Agent"); and
(b) agrees that such execution, delivery and performance shall not in
any way affect such corporation's obligations under any Loan Document (as
defined in the Credit Agreement) to which such corporation is a party, which
obligations on the date hereof remain absolute and unconditional and are not
subject to any defense, set-off or counterclaim.
Dated: March 27, 1998
XXXXXXX & XXXXXX PRODUCTS CO.
By /s/ J. Xxxxxxx Xxxxx
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
XXXXXXX & XXXXXX CANADA INC.
By /s/ J. Xxxxxxx Xxxxx
Name: J. Xxxxxxx Xxxxx
Title: Vice President and Chief Financial Officer
XXXXXXX & XXXXXX CORPORATION
By /s/ J. Xxxxxxx Xxxxx
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
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PACJ, INC.
By /s/ J. Xxxxxxx Xxxxx
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
THE AKRO CORPORATION
By /s/ J. Xxxxxxx Xxxxx
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
DURA CONVERTIBLE SYSTEMS, INC.
By /s/ J. Xxxxxxx Xxxxx
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
GREFAB, INC.
By /s/ J. Xxxxxxx Xxxxx
Name: J. Xxxxxxx Xxxxx
Title: Vice President
WICKES ASSET
MANAGEMENT, INC.
By /s/ J. Xxxxxxx Xxxxx
Name: J. Xxxxxxx Xxxxx
Title: Vice President
XXXXXXX & XXXXXX INTERNATIONAL CORPORATION
By /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Vice President, Treasurer
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WICKES MANUFACTURING COMPANY
By /s/ J. Xxxxxxx Xxxxx
Name: J. Xxxxxxx Xxxxx
Title: Vice President
WICKES REALTY, INC.
By /s/ J. Xxxxxxx Xxxxx
Name: J. Xxxxxxx Xxxxx
Title: Vice President
AMCO CONVERTIBLE FABRICS, INC.
By /s/ J. Xxxxxxx Xxxxx
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
XXXXXXX & XXXXXX PLASTICS, INC.
By /s/ J. Xxxxxxx Xxxxx
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
XXXXXX PLASTICS, INC.
By /s/ J. Xxxxxxx Xxxxx
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
XXXXXXX & XXXXXX PROPERTIES, INC.
By /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Secretary and Treasurer
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