EXHIBIT 1.1
AGREEMENT
WHEREAS, The TCW Group, Inc. ("TCWG"), Trust Company of the West ("TCW"),
TCW Asset Management Company ("TAMCO"), TCW Special Credits ("Special Credits"),
and TCW Special Credits Fund III and TCW Special Credits Fund IIIb
(collectively, the "Special Credits Limited Partnerships"), and TCW Special
Credits Fund V - The Principal Fund ("The Principal Fund"), and TCW Special
Credits Trust and TCW Special Credits Trust IIIb (collectively, Special Credits
Trusts"), and Oaktree Capital Management, LLC ("Oaktree"), individually or
collectively, may be deemed to be a beneficial owner within the meaning of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), for purposes
of Section 13(d) of the Exchange Act of the Common Stock, $0.01 par value per
share, of Triangle Pacific Corporation, a Delaware corporation; and
WHEREAS, TCWG, TCW, TAMCO, Special Credits, Special Credits Limited
Partnerships, Special Credits Trusts, The Principal Fund, and Oaktree each
desires to satisfy any filing obligation each may have under Section 13(d) of
the Exchange Act by filing a single Schedule 13D pursuant to such Section with
respect to each class of securities.
NOW THEREFORE, TCWG, TCW, TAMCO, Special Credits, Special Credits Limited
Partnerships, Special Credits Trusts, The Principal Fund, and Oaktree agree to
file a Schedule 13D under the Exchange Act relating to the Common Stock of
Triangle Pacific Corporation and agree further to file any such amendments
thereto as may become necessary unless and until such time as one of the parties
shall give written notice to the other parties of this Agreement that it wishes
to file a separate Schedule 13D relating to the Common Stock of Triangle
Pacific, provided that each person on whose behalf the Schedule 13D or any
amendment is filed is responsible for the timely filing of such Schedule 13D and
any amendments thereto necessitated by the actions or intentions of such person
and for the completeness and accuracy of the information pertaining to it and
its actions and intentions.
The Agreement may be executed in two or more counterparts, each of which
shall constitute but one instrument.
Dated as of 19th day of July, 1995.
THE TCW GROUP, INC.
/s/ XXXXXXX X. XXXXXX
- ---------------------------------------
Xxxxxxx X. Xxxxxx
Managing Director and General Counsel
TRUST COMPANY OF THE WEST
/s/ XXXXXXX XXXXX
- ---------------------------------------
Xxxxxxx Xxxxx, Authorized Signatory
TCW ASSET MANAGEMENT COMPANY
/s/ XXXXXXX XXXXX
- ---------------------------------------
Xxxxxxx Xxxxx, Authorized Signatory
TCW SPECIAL CREDITS
/s/ XXXXXXX XXXXX
- ---------------------------------------
Xxxxxxx Xxxxx, Authorized Signatory of
TCW Asset Management Company,
the Managing General Partner of
TCW Special Credits
TCW SPECIAL CREDITS FUND III
/s/ XXXXXXX XXXXX
- ---------------------------------------
Xxxxxxx Xxxxx, Authorized Signatory of
TCW Asset Management Company,
the Managing General Partner of
TCW Special Credits, the General
Partner of TCW Special Credits Fund III
TCW SPECIAL CREDITS FUND IIIb
/s/ XXXXXXX XXXXX
- ---------------------------------------
Xxxxxxx Xxxxx, Authorized Signatory of
TCW Asset Management Company,
the Managing General Partner of
TCW Special Credits, the General
Partner of TCW Special Credits Fund IIIb
TCW SPECIAL CREDITS FUND V - THE PRINCIPAL FUND
/s/ XXXXXXX XXXXX
- ---------------------------------------
Xxxxxxx Xxxxx, Authorized Signatory of
TCW Asset Management Company, the
General Partner of TCW Special Credits
Fund V - The Principal Fund
TCW SPECIAL CREDITS TRUST
/s/ XXXXXXX XXXXX
- ---------------------------------------
Xxxxxxx Xxxxx, Authorized Signatory of
Trust Company of the West, the trustee of
TCW Special Credits Trust
TCW SPECIAL CREDITS TRUST IIIb
/s/ XXXXXXX XXXXX
- ---------------------------------------
Xxxxxxx Xxxxx, Authorized Signatory of
Trust Company of the West, the trustee of
TCW Special Credits Trust IIIb
OAKTREE CAPITAL MANAGEMENT, LLC
/s/ XXXXXXX XXXXX
- ---------------------------------------
Xxxxxxx Xxxxx, Managing Director and
General Counsel
