EXHIBIT 10.3
FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Fourth Amendment"), dated as of October 8, 1999, to be effective as of
October 1, 1999, is entered into among PILLOWTEX CORPORATION, a Texas
corporation (the "Borrower"), the institutions listed on the signature pages
hereof that are parties to the Credit Agreement defined below (collectively, the
"Lenders"), and BANK OF AMERICA, N.A. (formerly known as NationsBank, N.A.,
successor by merger to NationsBank of Texas, N.A.), as Administrative Agent (in
said capacity, the "Administrative Agent").
BACKGROUND
A. The Borrower, the Lenders and the Administrative Agent are parties
to that certain Amended and Restated Credit Agreement, dated as of December 19,
1997, amended by a First Amendment to Amended and Restated Credit Agreement,
dated as of June 19, 1998, a Second Amendment to Amended and Restated Credit
Agreement, dated as of July 28, 1998, and a Third Amendment to Amended and
Restated Credit Agreement dated as of March 12, 1999 (the "Credit Agreement";
the terms defined in the Credit Agreement and not otherwise defined herein shall
be used herein as defined in the Credit Agreement).
B. The Borrower, the Lenders and the Administrative Agent desire to
make certain amendments to the Credit Agreement.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, the Borrower, the
Lenders and the Administrative Agent covenant and agree as follows:
1. AMENDMENTS TO CREDIT AGREEMENT.
(a.) SECTION 1.1 of the Credit Agreement is hereby amended by deleting
the definition of Applicable Base Rate Margin in its entirety and substituting
the following in lieu thereof:
"'APPLICABLE BASE RATE MARGIN' means the following per annum
percentages, applicable in the following situations:
Applicability Percentage
------------- ----------
(a) The Leverage Ratio is greater than or equal to 6.00 to 1 1.500%
(b) The Leverage Ratio is less than 6.00 to 1 but greater 1.250%
than or equal to 5.50 to 1
(c) The Leverage Ratio is less than 5.50 to 1 but greater 1.000%
than or equal to 5.00 to 1
(d) The Leverage Ratio is less than 5.00 to 1 but greater 0.750%
than or equal to 4.50 to 1
(e) The Leverage Ratio is less than 4.50 to 1 but greater 0.500%
than or equal to 4.00 to 1
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(f) The Leverage Ratio is less than 4.00 to 1 but greater 0.250%
than or equal to 3.50 to 1
(g) The Leverage Ratio is less than 3.50 to 1 0.000%
The Applicable Base Rate Margin payable by the Borrower on the Base Rate
Advances outstanding hereunder shall be subject to reduction or
increase, as applicable and as set forth in the table above, according
to the performance of the Borrower as tested by using the Leverage Ratio
calculated (i) if not in respect of an Acquisition, as of the end of
each fiscal quarter or (ii) if in respect of an Acquisition, upon
receipt of a Compliance Certificate as required under SECTION 7.6(iii)
hereof; PROVIDED, that each adjustment in the Base Rate Basis as a
result of a change in the Applicable Base Rate Margin shall be effective
(A) if not in respect of an Acquisition, on the date which is two
Business Days following receipt by the Administrative Agent of the
financial statements required to be delivered pursuant to SECTION 6.1 or
6.2 hereof, as applicable, and the corresponding Compliance Certificate
required pursuant to SECTION 6.3 hereof, and (B) if in respect of an
Acquisition, on the closing date of such Acquisition. If such financial
statements and Compliance Certificate are not received by the
Administrative Agent by the date required, the Applicable Base Rate
Margin shall be increased to the Applicable Base Rate Margin next higher
than the Applicable Base Rate Margin currently in effect until such time
as such financial statements and Compliance Certificate are received.
Notwithstanding anything herein to the contrary, the Applicable Base
Rate Margin from and including October 1, 1999 until the date which is
two Business Days following receipt by the Administrative Agent of the
financial statements and Compliance Certificate for the 1999 Fiscal Year
shall be calculated as if the Leverage Ratio is greater than or equal to
6.00 to 1."
(b.) SECTION 1.1 of the Credit Agreement is hereby amended by deleting
the definition of Applicable LIBOR Rate Margin in its entirety and substituting
the following in lieu thereof:
"'APPLICABLE LIBOR RATE MARGIN' means the following per annum
percentages, applicable in the following situations:
Applicability Percentage
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(a) The Leverage Ratio is greater than or equal to 6.00 to 1 3.000%
(b) The Leverage Ratio is less than 6.00 to 1 but 2.750%
greater than or equal to 5.50 to 1
(c) The Leverage Ratio is less than 5.50 to 1 but 2.500%
greater than or equal to 5.00 to 1
(d) The Leverage Ratio is less than 5.00 to 1 but 2.250%
greater than or equal to 4.50 to 1
(e) The Leverage Ratio is less than 4.50 to 1 but 2.000%
greater than or equal to 4.00 to 1
(f) The Leverage Ratio is less than 4.00 to 1 but 1.750%
greater than or equal to 3.50 to 1
(g) The Leverage Ratio is less than 3.50 to 1 but 1.500%
greater than or equal to 3.00 to 1
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(h) The Leverage Ratio is less than 3.00 to 1 1.250%
The Applicable LIBOR Rate Margin payable by the Borrower on the LIBOR
Advances outstanding hereunder shall be subject to reduction or increase,
as applicable and as set forth in the table above, according to the
performance of the Borrower as tested by using the Leverage Ratio
calculated (i) if not in respect of an Acquisition, as of the end of each
fiscal quarter or (ii) if in respect of an Acquisition, upon receipt of a
Compliance Certificate as required under SECTION 7.6(iii) hereof; PROVIDED,
that each adjustment in the LIBOR Basis as a result of a change in the
Applicable LIBOR Rate Margin shall be effective (A) if not in respect of an
Acquisition, on the date which is two Business Days following receipt by
the Administrative Agent of the financial statements required to be
delivered pursuant to SECTION 6.1 or 6.2 hereof, as applicable, and the
corresponding Compliance Certificate required pursuant to SECTION 6.3
hereof, and (B) if in respect of an Acquisition, on the closing date of
such Acquisition. If such financial statements and Compliance Certificate
are not received by the Administrative Agent by the date required, the
Applicable LIBOR Rate Margin shall be increased to the Applicable LIBOR
Rate Margin next higher than the Applicable LIBOR Rate Margin currently in
effect until such time as such financial statements and Compliance
Certificate are received. Notwithstanding anything herein to the contrary,
the Applicable LIBOR Rate Margin from and including October 1, 1999 until
the date which is two Business Days following receipt by the Administrative
Agent of the financial statements and Compliance Certificate for the 1999
Fiscal Year shall be calculated as if the Leverage Ratio is greater than or
equal to 6.00 to 1."
(c) The definition of "Fieldcrest Xxxxxx Subordinated Debenture
Reserve" is hereby amended to read as follows:
"'FIELDCREST XXXXXX SUBORDINATED DEBENTURE RESERVE' means (a) for the
period from and including October 8, 1999 through and including
February 28, 2000, zero, and (b) for the period from and including
February 29, 2000 and thereafter, an amount equal to 50% of the aggregate
amount of cash consideration that may be requested, at any time of
determination, by the holders of Fieldcrest Xxxxxx Subordinated Debentures
in respect of a conversion thereof."
(d) SECTION 7.11 of the Credit Agreement is hereby amended to read as
follows:
"Section 7.11 MAXIMUM LEVERAGE RATIO. At the end of each Fiscal
Quarter occurring below or occurring during the periods indicated below,
the Borrower shall not permit the Leverage Ratio to be greater than the
ratio set forth below opposite such Fiscal Quarter or the period in which
such Fiscal Quarter occurs:
Fiscal Quarter or Period Ratio
------------------------ -----
Third Fiscal Quarter of Fiscal Year 1999 6.10 to 1
Fourth Fiscal Quarter of Fiscal Year 1999 6.35 to 1
First Fiscal Quarter of Fiscal Year 2000 6.00 to 1
Second Fiscal Quarter of Fiscal Year 2000 5.75 to 1
Third Fiscal Quarter of Fiscal Year 2000 5.25 to 1
Fourth Fiscal Quarter of Fiscal Year 2000 4.75 to 1
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From and including the First Fiscal Quarter 4.25 to 1"
of Fiscal Year 2001 and thereafter
(e) SECTION 7.12 of the Credit Agreement is hereby amended to read as
follows:
"Section 7.12 MINIMUM FIXED CHARGE COVERAGE RATIO. At the end of each
Fiscal Quarter occurring below or occurring during the periods indicated below,
the Borrower shall not permit the Fixed Charge Coverage Ratio to be less than
the ratio set forth below opposite such Fiscal Quarter or the period in which
such Fiscal Quarter occurs:
Fiscal Quarter or Period Ratio
------------------------ -----
Third Fiscal Quarter of Fiscal Year 1.10 to 1
1999
From and including the Fourth Quarter 1.00 to 1
of Fiscal Year 1999 through and
including the Second Fiscal Quarter of
Fiscal Year 2000
From and including the Third Fiscal 1.10 to 1"
Quarter of Fiscal Year 2000 and
thereafter
(f) SECTION 11.6(d) of the Credit Agreement is hereby amended by
amending clause (ii) thereof set forth in the first PROVISO of said Section as
follows:
"(ii) no such assignment (including any simultaneous assignment pursuant to
the Term Credit Agreement), other than to an Affiliate of a Lender or to an
existing Lender hereunder, shall be in an amount less than $5,000,000,
unless the portion of the Commitment (and Advances under and as defined in
the Term Credit Agreement) of a Lender is less than $5,000,000, in which
case such assignment may be in the aggregate amount of such Lender's
Specified Percentage of the Commitment and the aggregate amount of Advances
(as defined in the Term Credit Agreement) owed to such Lender under the
Term Credit Agreement (provided, however, notwithstanding anything herein
to the contrary, in no event shall the portion of the Commitment retained
by any Lender under this Agreement and/or the portion of the Advances (as
defined in this Agreement and the Term Credit Agreement) retained by such
Lender be less than $1,000,000),"
(g) The Compliance Certificate is hereby amended to be in the form of
EXHIBIT D attached to this Fourth Amendment.
2. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its
execution and delivery hereof, the Borrower represents and warrants that, as of
the date hereof and after giving effect to the amendments contemplated by the
foregoing Section 1:
(a) the representations and warranties contained in the Credit
Agreement and the other Loan Documents are true and correct on and as of the
date hereof as made on and as of such date;
(b) no event has occurred and is continuing which constitutes a Default
or an Event of Default;
(c) the Borrower has full power and authority to execute and deliver
this Fourth Amendment, and this Fourth Amendment constitutes the legal, valid
and binding obligation of the Borrower, enforceable in accordance with its
terms, except as enforceability may be limited by applicable Debtor Relief Laws
and by general principles of equity (regardless of whether enforcement is sought
in a proceeding in equity or at law) and except as rights to indemnity may be
limited by federal or state securities laws;
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(d) neither the execution, delivery and performance of this Fourth
Amendment nor the consummation of any transactions contemplated herein will
conflict with any Law, the articles of incorporation, bylaws or other governance
document of the Borrower or any of its Subsidiaries, or any indenture, agreement
or other instrument to which the Borrower or any of its Subsidiaries or any of
their respective property is subject; and
(e) no authorization, approval, consent, or other action by, notice to,
or filing with, any governmental authority or other Person (including the Board
of Directors of the Borrower or any Guarantor), is required for the execution,
delivery or performance by the Borrower of this Fourth Amendment or the
acknowledgment of this Fourth Amendment by any Guarantor.
3. CONDITIONS OF EFFECTIVENESS. This Fourth Amendment shall be
effective as of October 1, 1999, subject to the following:
(a) the Administrative Agent shall receive counterparts of this Fourth
Amendment executed and/or consented to by the Required Lenders (as defined in
the Intercreditor Agreement);
(b) the representations and warranties set forth in Section 2 of this
Fourth Amendment shall be true and correct;
(c) the Administrative Agent shall receive counterparts of this Fourth
Amendment executed by the Borrower and acknowledged by each Guarantor; and
(d) the Administrative Agent shall receive, in form and substance
satisfactory to the Administrative Agent and its counsel, such other documents,
certificates and instruments as the Administrative Agent shall reasonably
require.
4. GUARANTOR ACKNOWLEDGMENT. By signing below, each of the Guarantors
(i) acknowledges, consents and agrees to the execution and delivery of this
Fourth Amendment, (ii) acknowledges and agrees that its obligations in respect
of its Subsidiary Guaranty are not released, diminished, waived, modified,
impaired or affected in any manner by this Fourth Amendment or any of the
provisions contemplated herein, (iii) ratifies and confirms its obligations
under its Subsidiary Guaranty, and (iv) acknowledges and agrees that it has no
claims or offsets against, or defenses or counterclaims to, its Subsidiary
Guaranty as a result of this Fourth Amendment.
5. AMENDMENT FEE. So long as this Fourth Amendment becomes effective,
the Borrower covenants and agrees to pay an amendment fee to the Lenders which
execute and deliver this Fourth Amendment to the Administrative Agent (or its
counsel) not later than 5:00 p.m., Dallas time, October 8, 1999 in an amount
equal to the product of (a) 0.15% multiplied by (b) an amount equal to such
Lender's portion of the Revolving Credit Commitment. Such amendment fee shall
be paid in immediately available funds and shall be due and payable to each
Lender eligible for payment pursuant to the preceding sentence no later than two
Business Days after the conditions set forth in Section 3 of this Fourth
Amendment have been satisfied. The Borrower agrees that the failure to pay the
amendment fee provided in this Section 5 shall be an Event of Default under
SECTION 8.1(b)(ii) of the Credit Agreement.
6. REFERENCE TO THE CREDIT AGREEMENT.
(a) Upon the effectiveness of this Fourth Amendment, each reference in
the Credit Agreement to "this Agreement", "hereunder", or words of like import
shall mean and be a reference to the Credit Areement, as amended by this Fourth
Amendment.
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(b) The Credit Agreement, as amended by this Fourth Amendment, and all
other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed.
7. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay on demand all
reasonable costs and expenses of the Administrative Agent in connection with the
preparation, reproduction, execution and delivery of this Fourth Amendment and
the other instruments and documents to be delivered hereunder (including the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Agent with respect thereto and with respect to advising the Administrative Agent
as to its rights and responsibilities under the Credit Agreement, as amended by
this Fourth Amendment).
8. EXECUTION IN COUNTERPARTS. This Fourth Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each which when so executed and delivered shall be deemed to be an
original and all of which taken together shall constitute but one and the same
instrument.
9. GOVERNING LAW: BINDING EFFECT. This Fourth Amendment shall be
governed by and construed in accordance with the laws of the State of Texas and
shall be binding upon the Borrower and each Lender and their respective
successors and assigns.
10. HEADINGS. Section headings in this Fourth Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Fourth Amendment for any other purpose.
11. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS FOURTH
AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
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REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
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IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment
as the date first above written.
PILLOWTEX CORPORATION
By: Xxxxx Xxxxxxx
Title: VP/Treasurer
BANK OF AMERICA, N.A. (formerly known as NationsBank,
N.A., successor by merger to NationsBank of Texas,
N.A.), as Administrative Agent and as a Lender, Swing
Line Bank and Issuing Bank
By: Xxxxxxx X. Xxxxx
Principal
THE BANK OF NOVA SCOTIA
ATLANTA AGENCY
By: (signature illegible)
Name:
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Title:
THE FIRST NATIONAL BANK OF CHICAGO
By: (signature illegible)
Name:
Title: Vice President
COMERICA BANK
By: Xxxx X. Xxxxxx
Name:
Title: Vice President
CREDIT LYONNAIS, NEW YORK BRANCH
By: Xxxxxx Xxxxxxxxx
Name:
Title: Senior Vice President
XXXXX FARGO BANK (TEXAS), NATIONAL ASSOCIATION
By: Xxxxx Xxxxxxx
Name:
Title: Vice President
THE BANK OF TOKYO-MITSUBISHI, LTD.
By: X. Xxxxxx
Name:
Title: VP & Manager
BANK ONE, TEXAS, N.A.
By: (signature illegible)
Name:
Title: Vice President
BANKBOSTON, N.A.
By: Xxxxxxx X. XxXxxxx
Name:
Title: Managing Director
BHF (USA) CAPITAL CORPORATION
By: Xxxxxxx Pelleritto
Name:
Title: Assistant Vice President
By: Xxxxx Xxxxxx
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Name: Vice President
Title:
FIRST UNION NATIONAL BANK
By: Xxxxx Xxxx
Name:
Title: Senior Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By: Xxxxxxx X. Xxxxxxxxxx
Name:
Title: Duly Authorized Signatory
CO0PERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND", NEW YORK BRANCH
By: Xxxxxxxx X. Xxx
Name:
Title: Vice President
By: Xxxxxx Xxxxxx
Name:
Title: Vice President
SOCIETE GENERALE, SOUTHWEST AGENCY
By: Xxxxxx Xxxxxxxx
Name:
Title: Vice President
By:
Name:
Title:
THE BANK OF NEW YORK
By: (not signed)
Name:
Title:
COMPAGNIE FINANCIERE DE CIC ET DE L'UNION
EUROPEENNE
By: Xxxxxxx Xxxx
Name:
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Title: Vice President
By: Xxxxxx Xxxxxx
Name:
Title: Vice President
BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC.
By: Xxxx X. Xxxxxx
Name:
Title: Vice President
By: Xxxxxxx X. Xxxx
Name:
Title: Senior Associate
FLEET BANK, N.A.
By: Xxxxxx Xxxxxxxxxx
Name:
Title: Senior Vice President
THE FUJI BANK, LTD. - HOUSTON AGENCY
By: (not signed)
Name:
Title:
NATIONAL BANK OF CANADA
By: Xxxx Xxxxxxx
Name:
Title: Vice President
By: Xxxxx Xxxxx
Name:
Title: Vice President & Manager
NATIONAL CITY BANK OF KENTUCKY
By: Xxx Xxxxxxx
Name:
Title: Vice President
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By: B. Xxxx Xxxxx
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Name:
Title: Vice President
BANK POLSKA KASA OPIEKI, S.A. - PEKAO S.A. GROUP, NEW
YORK BRANCH
By: Hussein B. El-Xxxxx
Name:
Title: Vice President
GUARANTY FEDERAL BANK, F.S.B.
By: Xxxxxx X. Xxxx
Name:
Title: Vice President
CONSENTED TO BY:
KZH WATERSIDE LLC
By: Xxxxxxxx Xxxxxx
Name:
Title: Authorized Agent
SENIOR DEBT PORTFOLIO
By: Payson F. Swaffied
Name:
Title: Vice President
AERIES FINANCE LTD.
By: Xxxxxxx Xxxxxxxx
Name:
Title: Authorized Signatory
CRESCENT/MACH I PARTNERS, L.P.
By: (not signed)
Name:
Title:
XXXXX XXXXX INSTITUTIONAL SENIOR LON FUND
By: Xxxxxx Xxxxxxxxx
Name:
Title: Vice President
CYPRESSTREE INVESTMENT PARTNERS I, LTD.,
By: CypressTree Investment Management Company,
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Inc., as Portfolio Manager
By: (not signed)
Name:
Title:
XXX XXXXXX CLO I, LIMITED
By: XXX XXXXXX MANAGEMENT, INC.,
as Collateral Manager
By: Xxxxxx X. Xxxxxx
Name:
Title: Vice President
BALANCED HIGH-YIELD FUND I LTD.
By: BHF (USA) CAPITAL CORPORATION,
acting as attorney-in-fact
By: Xxxxxxx Xxxxxxxxx
Name:
Title: Assistant Vice President
By: Xxxxx Xxxxxx
Name:
Title: Vice President
INDOSUEZ CAPITAL FUNDING IV, L.P.
By: INDOSUEZ CAPITAL LUXEMBOURG,
as Collateral Manager
By: (not signed)
Name:
Title:
XXX XXXXXX SENIOR INCOME TRUST
By: Xxxxxx X. Xxxxxx
Name:
Title: Vice President
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital Luxembourg, as
Collateral Manager
By: (not signed)
Name:
Title:
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CYPRESSTREE INSTITUTIONAL FUND, LLC
By: CypressTree Investment Management
Company, Inc., its Managing Member
By: Xxxxxxx X. Xxxxx
Name:
Title: Managing Director
CYPRESSTREE INVESTMENT FUND, LLC
By: CypressTree Investment Management
Company, Inc., its Managing Member
By: Xxxxxxx X. Xxxxx
Name:
Title: Managing Director
KZH CYPRESSTREE-1 LLC
By: (signature illegible)
Name:
Title: Authorized Agent
OXFORD STRATEGIC INCOME FUND
By: Xxxxx Xxxxx Management, as
Investment Advisor
By: Payson X. Xxxxxxxxx
Name:
Title: Vice President
XXX XXXXXX CLO II, LIMITED
By: Xxx Xxxxxx Management, Inc.,
as Collateral Manager
By: Xxxxxx X. Xxxxxx
Name:
Title: Vice President
CAPTIVA FINANCE, LTD.
By: (not signed)
Name:
Title:
CAPTIVA II FINANCE, LTD.
By: (not signed)
Name:
Title:
-12-
MOUNTAIN CLO TRUST
By: (not signed)
Name:
Title:
CIBC, INC.
By: (not signed)
Name:
Title:
BALANCED HIGH-YIELD FUND II LTD.
By: BHF (USA) CAPITAL CORPORATION,
acting as attorney-in-fact
By: Xxxxxxx Xxxxxxxxx
Name:
Title: Assistant Vice President
By: Xxxxx Xxxxxx
Name:
Title: Vice President
KZH CRESCENT-3 LLC
By: (signature illegible)
Name:
Title: Authorized Agent
FREMONT FINANCIAL CORPORATION
By: Xxxxxxxx X. Xxxx
Name:
Title: Vice President - Senior Portfolio Manager
THE DAI-ICHI KANGYO BANK
LIMITED, NEW YORK BRANCH
By: Xxxxxxxxxxx Xxxxx
Name:
Title: Vice President
TCW LEVERAGED INCOME TRUST, L.P.
By: TCW ADVISERS (BERMUDA), LTD.,
By: (not signed)
Name:
Title:
By: TCW INVESTMENT MANAGEMENT
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COMPANY, as Investment Manager
By: (not signed)
Name:
Title:
ACKNOWLEDGED AND AGREED:
PILLOWTEX, INC.
PTEX HOLDING COMPANY
PILLOWTEX MANAGEMENT SERVICES COMPANY
BEACON MANUFACTURING COMPANY
XXXXXXX HOME FASHIONS, INC.
TENNESSEE WOOLEN XXXXX
FIELDCREST XXXXXX, INC.
CRESTFIELD COTTON COMPANY
ENCEE, INC.
FCC CANADA, INC.
FIELDCREST XXXXXX FINANCING, INC.
FIELDCREST XXXXXX LICENSING, INC.
FIELDCREST XXXXXX INTERNATIONAL, INC.
FIELDCREST XXXXXX SURE FIT, INC.
FIELDCREST XXXXXX TRANSPORTATION, INC.
ST. MARYS, INC.
AMOSKEAG COMPANY
AMOSKEAG MANAGEMENT CORPORATION
DOWNEAST SECURITIES CORPORATION
BANGOR INVESTMENT COMPANY
XXXXX'X FALLS CORPORATION
THE XXXXXXX CORPORATION
XXXXXXX OF CALIFORNIA, INC.
OPELIKA INDUSTRIES, INC.
By: Xxxxx Xxxxxxx
Title: VP/Treasurer
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