EXECUTION COPY
AMENDMENT
AMENDMENT, dated as of December 5, 1996 (this "Amendment"), to
the Amended and Restated Credit Agreement, dated as of June 3, 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 CANADA
INC. (f/k/a WCA Canada Inc.), a Canadian corporation (the "Canadian Borrower"),
XXXXXXX & XXXXXX CORPORATION, a Delaware coporation ("Holdings"), the financial
institutions parties thereto (the "Lenders") and THE CHASE MANHATTAN BANK (as
successor by merger to Chemical 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, the Canadian Borrower and Holdings have
requested the Lenders to amend certain provisions of the Credit Agreement as set
forth herein in connection with the JPS Automotive Acquisition (as defined
herein); and
WHEREAS, the Lenders are willing to amend 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 is hereby acknowledged by each of the parties hereto,
the parties agree as follows:
SECTION 1. Definitions. As used in this Amendment, terms
defined in the preamble hereof, the recitals hereto and Section 2 hereof are
used herein as so defined, terms defined in the Credit Agreement are used
herein as therein defined and the following terms shall have the following
meanings:
"Amendment Effective Date": as defined in Section 16 hereof.
SECTION 2. Amendment to Section 1.01 (Defined Terms). (a)
Section 1.01 of the Credit Agreement is hereby amended by inserting in such
Section in the appropriate alphabetical order the following defined terms:
"'Applicable Share' shall mean (i) the sum of the aggregate
amount of outstanding Tranche A Term Loans, Tranche B Term Loans and
Canadian Term Loans DIVIDED BY (ii) the sum of (A) the aggregate amount
of outstanding JPS Automotive Acquisition Loans and (B) the sum of the
aggregate amount of outstanding Tranche A Term Loans, Tranche B Term
Loans and Canadian Term Loans."
"'Cramerton' shall mean Cramerton Automotive Products, L.P., a
Delaware limited partnership and a subsidiary of JPS Automotive.
"'Floorcoverings Disposition' shall mean the sale by the
Borrower of the Floorcoverings business conducted by Xxxxxxx & Xxxxxx
Floor Coverings, Inc."
"'JPS Automotive' shall mean JPS Automotive L.P., a limited
partnership organized under the laws of the state of Delaware."
"'JPS Automotive Acquisition' shall mean the acquisition by
the Borrower or a wholly-owned subsidiary of the Borrower of 100% of
(a) the issued and outstanding equity interests of JPS Automotive and
(b) the minority interest of Cramerton not owned by JPS Automotive
pursuant to the Equity Purchase Documents. As a result of the JPS
Automotive Acquisition, JPS Automotive and Cramerton will become
wholly-owned subsidiaries of the Borrower."
"'JPS Automotive Acquisition Loans' shall mean the term loans
made pursuant to the JPS Automotive Credit Agreement."
"'JPS Automotive Amendment Date' shall mean December 4, 1996.
"'JPS Automotive Credit Agreement' shall mean the Credit
Agreement, dated as of December 4, 1996, among Xxxxxxx & Xxxxxx
Products Co., Xxxxxxx & Xxxxxx Corporation, the lenders named therein
and The Chase Manhattan Bank, as Administrative Agent."
"'JPS Automotive Senior Note Indenture' shall mean the
indenture pursuant to which the JPS Automotive Senior Notes are
issued."
"'JPS Automotive Senior Notes' shall mean the 11-1/8% Senior
Notes of JPS Automotive due June 15, 2001."
"'Perstorp Acquisition' shall mean the acquisition by the
Borrower or a wholly-owned subsidiary of the Borrower of the companies
operating the North American, Spanish and United Kingdom components
subsidiaries of Perstorp."
(b) the definition of "Current Liabilities" that occurs in
Section 1.01 of the Credit Agreement is hereby amended by inserting immediately
after the phrase "the Recapitalization Transactions " that occurs in clause (iv)
thereof the phrase "and the JPS Automotive Acquisition".
(c) the definition of "Excess Cash Flow" that occurs in
Section 1.01 of the Credit Agreement is hereby amended by deleting such
definition in its entirety and substituting therefor the following new
definition:
"'EXCESS CASH FLOW' shall mean for any period (i) the Net
Income for such period PLUS (minus) (ii) the amount of depreciation,
depletion, amortization of intangibles, deferred taxes, accreted and
zero coupon bond interest and other noncash expenses (revenues) which,
pursuant to GAAP, were deducted (added) in determining such Net Income
MINUS (plus) (iii) additions (reductions, other than reductions
attributable solely to Specified Asset Sales) to working capital for
such period (I.E., the increase or decrease in Current Assets of
Holdings and the Restricted Subsidiaries minus Current Liabilities of
Holdings and the Restricted Subsidiaries from the beginning to the end
of such period, as adjusted to exclude reductions attributable solely
to Specified Asset Sales) MINUS (iv) the amount of Capital Expenditures
for such period paid by Holdings and the Restricted Subsidiaries in
cash from funds other than from the proceeds of Borrowings MINUS (v)
the sum of (a) scheduled Loan repayments made during such period
pursuant to Section 2.11, (b) optional prepayments of the Tranche A
Term Loans, the Canadian Term Loans, the Tranche B Term Loans and the
JPS Automotive Acquisition Loans made during such period pursuant to
Section 2.12(a) and Section 2.12(a) of the JPS Automotive Credit
Agreement and (c) Revolving Credit Loan repayments made during such
period that were required to be made as a result of voluntary
reductions of the Revolving Commitment pursuant to Section 2.09(b)
MINUS (vi) scheduled mandatory payments of principal of Indebtedness of
Holdings and the Restricted Subsidiaries other than the Loans made
during such period and repayments of Indebtedness in connection with
the termination or reduction of commitments under a facility permitted
under Section 6.01(u) MINUS (vii) fees and expenses paid in cash in
connection with the Recapitalization Transactions, the Transactions and
the JPS Automotive Acquisition to the extent not deducted in
determining Net Income and provided that such amounts are paid from
reserves established by the Borrower on or existing as of the JPS
Automotive Amendment Date MINUS (viii) amounts paid in cash for
liabilities relating to discontinued operations which were discontinued
prior to the 1994 Closing Date to the extent not deducted in
determining Net Income, provided that such amounts are paid from
reserves established by the Borrower for such liabilities prior to the
1994 Closing Date MINUS (ix) cash payments described in the Preliminary
Prospectus related to the Wallcoverings Disposition MINUS (x) until
such time as no JPS Automotive Senior Notes are outstanding, any gain
from any asset sale or other disposition by JPS Automotive or any of
its subsidiaries."
(d) the definition of "Funded Debt" that occurs in Section
1.01 of the Credit Agreement is hereby amended by inserting immediately after
the clause "that all Loans" the clause "and all Loans under the JPS Automotive
Credit Agreement".
(e) the definition of "Guarantors" that occurs in Section 1.01
of the Credit Agreement is hereby amended by inserting at the end thereof the
following clause:
"(other than JPS Automotive and its subsidiaries to the extent
prohibited by the JPS Automotive Senior Note Indenture)."
(f) the definition of "Net Income" that occurs in Section 1.01
of the Credit Agreement is hereby amended by deleting the clause "the
consummation of the Recapitalization Transactions and the Transactions" that
occurs at the end thereof and substituting therefor the following clause:
"the consummation of the Recapitalization Transactions, the
Transactions and the JPS Automotive Acquisition."
(g) the definition of "Net Proceeds" that occurs in Section
1.01 of the Credit Agreement is hereby amended by inserting immediately after
the word "thereof" that occurs at the end of clause "(y)" thereof the following
new clause:
"or (z) be applied under the JPS Automotive Senior Note
Indenture"
(h) the definition of "Permitted Acquisition Indebtedness"
that occurs in Section 1.01 of the Credit Agreement is hereby amended by
inserting immediately at the end thereof the following clause:
" or (u)."
(i) the definition of "Permitted Business Acquisitions" that
occurs in Section 1.01 of the Credit Agreement is hereby amended by (i)
inserting the clause ", except as provided in Section 5.09," in the following
two locations in clause (iii): (A) immediately after the clause "or a Domestic
Restricted Subsidiary and" and (B) immediately after the clause "counterpart to
the Guarantee Agreement, and"; and (ii) inserting the following sentence at the
end of such definition:
"The JPS Automotive Acquisition is a Permitted Business
Acquisition."
(j) the definition of "subsidiary" that occurs in Section 1.01
of the Credit Agreement is hereby amended by inserting immediately after the
clause ", otherwise Controlled " the clause "(except Controlled pursuant to any
joint venture documentation)"
SECTION 3. Amendment of Section 2.12 (Prepayment). (a)
Section 2.12(e) of the Credit Agreement is hereby amended by inserting
immediately after the clause "Applicable Asset Sale Prepayment Percentage of
the" the clause "Applicable Share of the";
(b) Section 2.12(f) of the Credit Agreement is hereby amended by
inserting immediately after the clause "calculated) of the amount of the" the
clause "Applicable Share of the".
SECTION 4. Amendment of Section 3.01 (Organization, Corporate
Powers). Section 3.01 of the Credit Agreement is hereby amended by deleting the
first sentence thereof in its entirety and substituting therefor the following
new sentence:
"Each of Holdings and each Restricted Subsidiary (i) is duly
organized or formed, validly existing and in good standing under the
laws of the jurisdiction in which it is organized, (ii) has all
requisite corporate or partnership power and authority, as applicable,
and all material licenses, permits, franchises, consents and approvals,
to own or lease its property and assets and to carry on its business as
now conducted and as proposed to be conducted, (iii) is qualified and
in good standing as a foreign entity to do business in every
jurisdiction where such qualification is necessary, except where the
failure so to qualify would not have a Material Adverse Effect and (iv)
has the corporate or partnership power and authority, as applicable, to
execute, deliver and perform each of the Loan Documents and each
agreement or instrument contemplated hereby or thereby to which it is
or will be a party."
SECTION 5. Amendment of Section 3.19 (Employee Benefit
Plans). Section 3.19 of the Credit Agreement is hereby amended by deleting the
number "$15,000,000" that occurs therein and substituting therefor the number
"$17,500,000".
SECTION 6. Amendment of Section 5.09 (Further Assurances).
Section 5.09 of the Credit Agreement is hereby amended by (a) inserting
immediately after the clause "a subsidiary of an Unrestricted Subsidiary or of a
foreign subsidiary" that occurs in clause (i) thereof the following clause:
"or, to the extent prohibited by the terms of the JPS
Automotive Senior Notes, of JPS Automotive"; and
(b) inserting immediately after the clause "an Unrestricted
Subsidiary or a foreign subsidiary" that occurs in clause (ii) thereof the
following clause:
"or, to the extent prohibited by the terms of the JPS
Automotive Senior Notes, JPS Automotive or any of its subsidiaries"
SECTION 7. Amendment of Section 6.01 (Indebtedness). (a)
Section 6.01(k) of the Credit Agreement is hereby amended by (i) deleting the
number "$50,000,000" that occurs therein and substituting therefor the following
number "$250,000,000"; and (ii) inserting at the end thereof the following
clause:
"(it being understood that JPS Automotive Senior Notes owned
by the Borrower and its subsidiaries (and pledged under the Pledge
Agreement) shall not be deemed to be outstanding)";
(b) Section 6.01(l) of the Credit Agreement is hereby amended
by deleting that Section in its entirety and substituting therefor the following
new Section 6.01(l):
"Indebtedness of the Borrower incurred after the date hereof,
which Indebtedness is created or incurred in connection with any
Permitted Business Acquisition; provided that the aggregate principal
amount of Indebtedness which may be created or incurred under this
paragraph (l) shall not exceed $200,000,000;"
(c) Section 6.01(n) of the Credit Agreement is hereby amended
by inserting immediately after the clause "under clause (l) above" the clause
"and clause (u) below";
(d) Section 6.01(r) of the Credit Agreement is hereby amended
by deleting the "and" that occurs at the end thereof;
(e) Section 6.01(t) of the Credit Agreement is hereby amended
by (i) deleting the period that occurs at the end thereof; and (ii) substituting
therefor the clause "; and";
(f) Section 6.01 of the Credit Agreement is hereby amended by
inserting at the end thereof the following new clause (u):
"(u) Indebtedness of the Borrower incurred after the date
hereof in respect of revolving credit facilites having a maturity of
364 days or less in an aggregate amount not to exceed $50,000,000;"
SECTION 8. Amendment of Section 6.04 (Liens). Section
6.04 of the Credit Agreement is hereby amended by (a) deleting the "and" that
occurs at the end of clause "(s)"; (b) inserting "; and" at the end of clause
"(t)"; and (c) inserting the following new clause (u):
"(u) Liens representing the pledge of equity interests in
joint ventures to secure call options with joint venture partners and
to finance such joint ventures, provided that the aggregate amount of
investment in such equity interests does not exceed $25,000,000."
SECTION 9. Amendment of Section 6.05 (Priority of Loan
Payments). Section 6.05(b) of the Credit Agreement is hereby amended by:
(a) deleting the "and" that occurs at the end of clause (iv);
(b) deleting the period that occurs at the end of clause (v)
and substituting therefor a ";";
(c) inserting immediately after clause (v) the
following new clauses:
"(vi) so long as the Tranche A Term Loans, the Canadian Term
Loans and the Tranche B Term Loans are ratably prepaid in the same
proportion, optional prepayments of the JPS Automotive Acquisition
Loans; and
(vii) prepayment of Indebtedness permitted under Section
6.01(k) (subject to Section 6.07 (n)), (s) and (u)."
SECTION 10. Amendment of Section 6.07 (Investments, Loans and
Advances). Section 6.07 of the Credit Agreement is hereby amended by (a)
deleting the "and" that occurs at the end of clause (l); (b) deleting the period
that occurs at the end of clause (m); (c) inserting the clause "; and" at the
end of clause (m); and (d) inserting immediately after clause (m) the following
new clause (n):
"(n) the purchase of any JPS Automotive Senior Notes not put
pursuant to the change of control provision relating thereto, provided
that the aggregate premium paid by the Borrower and its subsidiaries
for all JPS Automotive Senior Notes outstanding on the JPS Automotive
Amendment Date shall not exceed $20,000,000."
SECTION 11. Amendment of Section 6.08 (Mergers,
Consolidations, Sales of Assets and Acquisitions). Section 6.08 of the
Credit Agreement is hereby amended by:
(a) deleting the "and" that occurs at the end of clause (j);
(b) deleting the period that occurs at the end of clause (k);
(c) inserting the clause "; and" at the end of clause (k); and
(d) inserting immediately after clause (k) the following:
"(l) the Borrower may consummate the Floorcoverings
Disposition the Net Proceeds of which the Borrower may retain in its
sole discretion.
Notwithstanding anything in this Section 6.08, Holdings and
its subsidiaries shall not be permitted to sell any JPS Automotive Senior Notes
held by them (except for sales to Restricted Subsidiaries)."
SECTION 12. Amendment of Section 6.10 (Subordinated
Indebtedness). Section 6.10 of the Credit Agreement is hereby amended by
inserting immediately after the clause "(other than Indebtedness incurred
hereunder" the clause " and under the JPS Automotive Credit Agreement".
SECTION 13. Amendment of Section 6.12 (Business of
Holdings and Restricted Subsidiaries). Section 6.12 of the Credit Agreement is
hereby amended by inserting after the clause "under the Loan Documents" that
occurs in clause (iii) thereof the following clause:
"and the JPS Automotive Credit Agreement"
SECTION 14. Amendment of Section 6.13 (Restrictive Agreement).
Section 6.13 of the Credit Agreement is hereby amended by (a) deleting the
clause "or (iii)" that occurs therein and substituting therefor the clause ",
(iii)"; and (b) inserting at the end of such Section the following new clause
(iv):
"or (iv) on the granting of pledges with respect to the
Borrower's ownership interest in joint ventures contained in any joint
venture documentation."
SECTION 15. Amendment of Section 6.16 (Leverage Ratio). Section
6.16 of the Credit Agreement is hereby amended by deleting the table that occurs
therein in its entirety and substituting therefor the following table:
"QUARTER ENDING: RATIO:
0000 Xxxxxx Xxxxxxx 2.75 to 1.00*
1997 First Quarter 2.50 to 1.00*
0000 Xxxxxx Xxxxxxx - Fiscal year 1997 2.50 to 1.00
Fiscal year 1998 2.25 to 1.00
Thereafter 2.00 to 1.00
;provided, that if the Floorcoverings Disposition shall not have been
consummated and the JPS Automotive Acquisition and the Perstorp Acquisition have
been consummated, the maximum Leverage Ratio for the 0000 Xxxxxx Xxxxxxx and the
1997 First Quarter shall be 3.50 and 3.00, respectively."
SECTION 16. Representations and Warranties. To
induce the Administrative Agent and the Lenders to enter into this Amendment
and agree to the amendments herein, the parties hereto hereby represent and
warrant to the Administrative Agent and each Lender that after giving effect to
the amendments 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 and as of the Amendment 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 Amendment and (iii) the Credit Agreement as
amended by this Amendment.
SECTION 17. Conditions Precedent. This Amendment shall become
effective as of the date that each of the conditions precedent set forth below
shall have been fulfilled to the satisfaction of the Required Lenders (the
"Amendment Effective Date"), provided that the Amendment Effective Date may not
occur later than December 20, 1996:
(a) Amendment. The Administrative Agent shall have received
this Amendment, executed and delivered by a duly authorized officer of each of
the Borrower, the Canadian Borrower, Holdings, the Lenders with Tranche A Term
Loans, Canadian Term Loans and Tranche B Term Loans representing at least 80% of
the aggregate principal amount of the Tranche A Term Loans, Canadian Term Loans
and Tranche B Term Loans outstanding, and Lenders with Revolving Credit
Commitments representing at least 80% of the aggregate Revolving Credit
Commitments in effect.
(b) No Default or Event of Default. On and as of the Amendment
Effective Date and after giving effect to this Amendment 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 and the Canadian Borrower in the Credit
Agreement and herein after giving effect to this Amendment and the transactions
contemplated hereby shall be true and correct in all material respects on and as
of the Amendment 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) JPS Automotive Credit Agreement. The JPS Automotive Credit
Agreement shall have been duly executed and the conditions precedent thereunder
shall have been fully satisfied.
(e) Certificate. The Administrative Agent shall have received
a Certificate of a Responsible Officer of the Borrower, dated the Amendment
Effective Date, certifying the matters referred to in paragraphs (b) through (d)
above.
(f) Acknowledgement, Consent and Amendment. The Administrative
Agent shall have received from each of Holdings, the Borrower and the Canadian
Borrower with respect to each Loan Document to which it is a party a duly
executed Acknowledgment, Consent and Amendment, substantially in the form of
Exhibit A hereto.
(g) Amendment Fees. The Administrative Agent shall have
received for the account of each Lender executing this Amendment, an amendment
fee equal to 0.125% of the aggregate loans and unused Commitments of such
Lender.
SECTION 18. Continuing Effect of Credit Agreement. This
Amendment 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 amended
and waived hereby, the provisions of the Credit Agreement are and shall remain
in full force and effect.
SECTION 19. Expenses. The Borrower and the Canadian Borrower
agree 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 Amendment 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 Amendment and any other such documents.
SECTION 20. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.
SECTION 21. Counterparts. This Amendment 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
Amendment 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
& CFO
XXXXXXX & XXXXXX CANADA INC.
By /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
XXXXXXX & XXXXXX CORPORATION
By /s/ J. Xxxxxxx Xxxxx
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President
& CFO
THE CHASE MANHATTAN BANK,
as Administrative Agent and
as a Lender
By____________________________
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Managing Agent
by /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Managing Director
NATIONSBANK, N.A., as Managing Agent
by /s/ J. Xxxxxxx Xxxxxx
Name:
Title:
AERIES FINANCE LTD., as a Lender
By /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxx Xxxxxxx
Title: Director
Address for Notices
Aeries Finance Ltd.
c/x Xxxxx Management Services Limited
Xxxxxxxxx Xxxxx, Xxxxxx Xxxxxx
Xx. Helier, Jersey
Channel Islands, Great Britain
Attention: Director
with a copy to:
Aeries Finance Ltd.
c/o Chancellor LGT Senior Secured
Management, Inc.
1166 Avenue of the Americas - 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxxxxx X. Xxxxxx
Telecopy: (000) 000-0000
CERES FINANCE LTD., as a Lender
By /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Director
Address for Notices
Ceres Finance Ltd.
c/o Deutsche Xxxxxx Xxxxxxxx (Cayman) Limited
P.O. Box 1984 GT, Elizabethan Square
Grand Cayman, Cayman Islands
Attention: Director
with a copy to:
Ceres Finance Ltd.
c/o Chancellor LGT Senior Secured
Management, Inc.
1166 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxxxxx X. Xxxxxx
Telecopy: (000) 000-0000
STRATA FUNDING LTD., as a Lender
By /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Director
Address for Notices
Strata Funding Ltd.
c/o Deutsche Xxxxxx Xxxxxxxx (Cayman) Limited
P.O. Box 1984 GT, Elizabethan Square
Grand Cayman, Cayman Islands
Attention: Director
with a copy to:
Strata Funding Ltd.
c/o Chancellor LGT Senior Secured
Management, Inc.
1166 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxxxxx X. Xxxxxx
Telecopy: (000) 000-0000
KEYPORT LIFE INSURANCE COMPANY, as a Lender
By: Chancellor LGT Senior Secured Management,
Inc., as Portfolio Advisor
By /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
Address for Notices
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx
Telecopy: (000) 000-0000
RESTRUCTURED OBLIGATIONS BACKED BY
SENIOR ASSETS B.V., as a Lender
By: Chancellor LGT Senior Secured
Management, Inc., as Portfolio Advisor
By /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
Address for Notices
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx
Telecopy: (000) 000-0000
BANK OF IRELAND - GRAND CAYMAN BRANCH,
as a Lender
By /s/ Xxxx Xxxxxx
Name: Xxxx X. Xxxxxx
Title: A.V.P.
Address for Notices
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxx
Telecopy: (000) 000-0000
THE BANK OF NEW YORK, as a Lender
By /s/ Xxx Xxxxx Xxxxxx
Name: Xxx Xxxxx Xxxxxx
Title: Assistant Vice President
Address for Notices
Xxx Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx Xxxxx Xxxxxx
Telecopy: (000) 000-0000
THE BANK OF NOVA SCOTIA, as a Lender
By /s/ W. E. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Relationship Manager
Address for Notices
The Bank of Nova Scotia
Atlanta Agency
Suite 2700
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attention: W.E. Xxxxxxx
Telecopy: (000) 000-0000
BANK OF SCOTLAND, as a Lender
By /s/ Xxxxxxxxx Xxxxxx
Name: Xxxxxxxxx Xxxxxx
Title: Vice President & Branch
Manager
Address for Notices
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxxx X. Xxxxxxxx
Telecopy: (000) 000-0000
BANK OF TOKYO - MITSUBISHI TRUST
COMPANY, as a Lender
By /s/ X.X. Xxxxxxxx
Name: J. Xxxxx Xxxxxxxx
Title: SVP & Manager
Address for Notices
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxxxxx Xxxxxxx
Telecopy: (000) 000-0000
BANQUE PARIBAS, as a Lender
By
Name:
Title:
Address for Notices
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxx
Telecopy: (000) 000-0000
BRANCH BANKING AND TRUST COMPANY,
as a Lender
By /s/ Xxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxx X. Xxxxxxxx
Title: Vice President
Address for Notices
000 Xxxxx Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxxxxx Xxxxxxxx
Telecopy: (000) 000-0000
CHL HIGH YIELD LOAN PORTFOLIO
(a unit of The Chase Manhattan Bank)
By /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Address for Notices
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
Telecopy: (000) 000-0000
CIBC INC., as a Lender
By /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Director
Address for Notices
Two Paces West
0000 Xxxxx Xxxxx Xxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxx Xxxxxx
Telecopy: (000) 000-0000
COMPAGNIE FINANCIERE DE CIC
ET DE L'UNION EUROPEENNE, as a Lender
By /s/ Xxxx Xxxxxxx /s/ Xxxxxx Xxxxxx
Name: Xxxx Xxxxxxx Xxxxxx Xxxxxx
Title: First Vice President
Title: Vice President
Address for Notices
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxx
Telecopy: (000) 000-0000
CREDIT LYONNAIS, NEW YORK BRANCH AND
CREDIT LYONNAIS ATLANTA AGENCY,
as a Lender
By /s/ X. Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Senior Vice President
By /s/ X. Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Senior Vice President
Address for Notices
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxx Xxxx
Telecopy: (000) 000-0000
CREDITANSTALT CORPORATE FINANCE,
INC., as a Lender
By /s/ Xxxxx Xxxxx
Name: W. Xxxxx Xxxxx
Title: Senior Associate
Address for Notices
Xxx Xxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxx Xxxxxxxxx
Telecopy: (000) 000-0000
CREDITANSTALT CORPORATE FINANCE, INC.,
as a Lender
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Senior Associate
CRESCENT/MACH I PARTNERS, L.P.,
as a Lender
By: TCW Asset Management Company
its Investment Manager
By
Name:
Title:
Address for Notices
000 Xxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxx
Telecopy: (000) 000-0000
CRESTAR BANK, as a Lender
By /s/ X. Xxxx Key
Name: X. Xxxx Key
Title: Vice President
Address for Notices
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxx Key
Telecopy: (000) 000-0000
DRESDNER BANK, A.G. NEW YORK AND
GRAND CAYMAN BRANCHES, as a
Lender
By /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
By /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: A.V.P.
Address for Notices
000 Xxxxx XxXxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxxxx
Telecopy: (000) 000-0000
XXXXX XXXXX PRIME RATE, as a Lender
By
Name:
Title:
Address for Notices
00 Xxxxxxx Xxxxxx
0xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxx Xxxxxx
Telecopy: (000) 000-0000
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, as a Lender
By /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: VP
Address for Notices
000 Xxxxx Xxxxx Xxxxxx
Xxxxx X-0
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Xxxxx Xxxxxxx
Telecopy: (000) 000-0000
and
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Portfolio Management
Telecopy: (000) 000-0000
FUJI BANK, as a Lender
By /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Vice President &
Manager
Address for Notices
0 Xxxxx Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxx
Telecopy: (000) 000-0000
GIROCREDIT BANK, as a Lender
By
Name:
Title:
Address for Notices
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxx
Telecopy: (000) 000-0000
INDOSUEZ CAPITAL FUNDING II LTD.,
as a Lender
By Indosuez Capital, as Portfolio
Advisor
By /s/ X. Xxxxxxxxx
Name:
Title:
Address for Notices
1211 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxxxx
Telecopy: (000) 000-0000
THE INDUSTRIAL BANK OF JAPAN,
LTD., as a Lender
By /s/ Xxxxx Xxx
Name: Xxxxx Xxx
Title: Senior Vice President
and Senior Manager
Address for Notices
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx XxXxxxxx
Telecopy: (000) 000-0000
THE LONG-TERM CREDIT BANK OF
JAPAN LTD., NEW YORK BRANCH, as a
Lender
By /s/ X. Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Deputy General Manager
Address for Notices
000 Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx Xxxxxxx
Telecopy: (000) 000-0000
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By /s/ R. Xxxxxxx Xxxxxxxxx
Name:
Title:
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset
Management, L.P.,
as Investment Advisor
By /s/ R. Xxxxxxx Xxxxxxxxx
Name:
Title:
SENIOR HIGH INCOME PORTFOLIO, INC.
By /s/ R. Xxxxxxx Xxxxxxxxx
Name:
Title:
SENIOR HIGH INCOME PORTFOLIO, INC.,
as successor in interest to SENIOR
HIGH INCOME PORTFOLIO II, INC.
By /s/ R. Xxxxxxx Xxxxxxxxx
Name:
Title:
SENIOR HIGH INCOME PORTFOLIO, INC.,
as successor in interest to
SENIOR STRATEGIC INCOME FUND, INC.
By /s/ R. Xxxxxxx Xxxxxxxxx
Name:
Title:
Address for Notices
000 Xxxxxxxx Xxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxx Xxxxxxxxx
Telecopy: (000) 000-0000
THE MITSUBISHI TRUST AND BANKING
CORPORATION, as a Lender
By /s/ Xxxxxxx Xxxxx xx Xxxx
Name: Xxxxxxxx Xxxxx xx Xxxx
Title: Senior Vice President
Address for Notices
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx Xxxx
Telecopy: (000) 000-0000
NBD BANK, as a Lender
By /s/ Xxxxxxx X. Xxxxxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxxxxx, Xx.
Title: Vice President
Address for Notices
000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx Xxxxxx
Telecopy: (000) 000-0000
NEW YORK LIFE INSURANCE AND ANNUITY
CORPORATION, as a Lender
By /s/ Xxxx Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Investment Vice President
Address for Notices
00 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxxx
Telecopy: (000) 000-0000
NEW YORK LIFE INSURANCE COMPANY,
as a lender
By /s/ Xxxx Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Investment Vice President
Address for Notices
00 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxxx
Telecopy: (000) 000-0000
THE NIPPON CREDIT BANK, LTD.,
as a Lender
By /s/ Xxxxxxxx Xxxxxxxx
Name: Xxxxxxxx Xxxxxxxx
Title: Senior Manager
Address for Notices
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxxx
Telecopy: (000) 000-0000
SOCIETE GENERALE, as a Lender
By /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Vice President & Manager
Address for Notices
Xxxxxxxx Xxxx Center
Suite 4800
0000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxxx Xxxxxxxx
Telecopy: (214-754-0171)
with a copy to:
000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxxxxx
Telecopy: (000) 000-0000
THE SUMITOMO TRUST & BANKING CO.,
LTD., as a Lender
By /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
Manager, Corporate
Finance Department
Address for Notices
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxx
Telecopy: (000) 000-0000
SUNTRUST BANK, ATLANTA, as a Lender
By /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Banking Officer
By /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
Address for Notices
00 Xxxx Xxxxx X.X., 00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx Xxxxxxx
Telecopy: (000) 000-0000
TORONTO DOMINION (NEW YORK), INC.,
as a Lender
By /s/ Xxxx X. Xxxxxxxx
Name: Managing Director
Title:
Address for Notices
000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxx Xxxxxx
Telecopy: (000) 000-0000
THE TRAVELERS INSURANCE COMPANY,
as a Lender
By
Name:
Title:
THE TRAVELERS INDEMNITY COMPANY,
as a Lender
By
Name:
Title:
Address for Notices
0 Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxx Xxxxxxxxxxxx
Telecopy: (000) 000-0000
UNITED STATES NATIONAL BANK
OF OREGON, as a Lender
By /s/ J. Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
Address for Notices
000 XX Xxx Xxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxx 00000
Attention: Xxxxxxx Xxxxxxxx
Telecopy: (000) 000-0000
XXX XXXXXX AMERICAN CAPITAL
PRIME RATE INCOME TRUST, as a Lender
By /s/ X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
& Director
Address for Notices
Xxx Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxxx
Telecopy: (000) 000-0000
WACHOVIA BANK OF NORTH CAROLINA,
N.A., as a Lender
By /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
Address for Notices
000 X. Xxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Xxxxx Xxxxxx
Telecopy: (000) 000-0000
XXXXX FARGO BANK, as a Lender
By /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
Address for Notices
000 X. Xxxxx Xxx., 0xx Xxxxx
XXX0000-000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx Xxxxx
Telecopy: (000) 000-0000
THE YASUDA TRUST & BANKING CO.,
LTD., as a Lender
By /s/ X. Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Deputy General Manager
Address for Notices
000 0xx Xxxxxx
Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxx
Telecopy: (000) 000-0000
EXHIBIT A TO
AMENDMENT
ACKNOWLEDGEMENT, CONSENT AND AMENDMENT
Each of the undersigned corporations hereby:
(a) acknowledges and consents to the execution, delivery and
performance of (i) the Amendment, dated as of December 5, 1996 (the "Amendment")
to the Amended and Restated Credit Agreement dated as of June 3, 1996, (as the
same may be amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Xxxxxxx & Xxxxxx Canada Inc. (f/k/a WCA Canada Inc.)
(the "Canadian Borrower") 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"), (ii) the Credit Agreement, dated
as of December 5, 1996 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"), (as the same may be amended,
supplemented or otherwise modified from time to time, the "JPS Acquisition
Credit Agreement") and (iii) all of the documents and transactions contemplated
by the Amendment and the JPS Acquisition Credit Agreement;
(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: December 5, 1996
XXXXXXX & XXXXXX PRODUCTS CO.
By:
Name:
Title:
XXXXXXX & XXXXXX CANADA INC.
By:
Name:
Title:
XXXXXXX & XXXXXX CORPORATION
By:
Name:
Title:
PACJ, INC.
By:
Name:
Title:
THE AKRO CORPORATION
By:_________________________
Name:
Title:
DURA CONVERTIBLE SYSTEMS, INC.
By:_________________________
Name:
Title:
IMPERIAL WALLCOVERINGS, INC.
By:_________________________
Name:
Title:
MARKETING SERVICE, INC.
By:_________________________
Name:
Title:
GREFAB, INC.
By:_________________________
Name:
Title:
WICKES ASSET MANAGEMENT, INC.
By:_________________________
Name:
Title:
XXXXXXX & XXXXXX INTERNATIONAL CORPORATION
By:__________________________
Name:
Title:
WICKES MANUFACTURING COMPANY
By:_________________________
Name:
Title:
WICKES REALTY, INC
.
By:_________________________
Name:
Title:
ACK-TI-LINING, INC.
By:_________________________
Name:
Title:
XXXXXXX & XXXXXX FLOOR COVERINGS, INC.
By:_________________________
Name:
Title:
AMCO CONVERTIBLE FABRICS, INC.
By:_________________________
Name:
Title:
MANCHESTER PLASTICS, INC.
By:_________________________
Name:
Title:
XXXXXX PLASTICS, INC.
By:_________________________
Name:
Title:
XXXXXXX & XXXXXX FLOOR COVERINGS GROUP, INC.
By:_________________________
Name:
Title:
