EXHIBIT 10.58
EXECUTION COPY
AMENDMENT NO. 8 TO CREDIT AGREEMENT
AMENDMENT dated as of December 29, 2000 (the "AMENDMENT") to the
Revolving Credit and Guaranty Agreement dated as of May 4, 2000 and amended as
of May 15, 2000, June 1, 2000, August 31, 2000, October 6, 2000, October 30,
2000 and November 30, 2000 (as so amended, the "CREDIT AGREEMENT") among XXXXXXX
INDUSTRIES INC. (the "BORROWER"), XXXXXXX XXXXXXX INC. (the "GUARANTOR"), the
LENDERS party thereto (the "DIP LENDERS") and THE CHASE MANHATTAN BANK, as Agent
(the "AGENT").
WITNESSETH:
WHEREAS, the parties to the Credit Agreement have agreed to amend the
Credit Agreement as provided for herein to;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. DEFINITIONS; REFERENCES. Unless otherwise specifically
defined herein, each term used herein that is defined in the Credit Agreement
shall have the meaning assigned to such term in the Credit Agreement. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other similar
reference and each reference to "this Agreement" and each other similar
reference contained in the Credit Agreement shall, from and after the date of
effectiveness of this Amendment, refer to the Credit Agreement as amended
hereby.
SECTION 2. MANDATORY PREPAYMENT, COMMITMENT REDUCTION AND
TERMINATION; CASH COLLATERAL. Section 2.13(a) of the Credit Agreement is hereby
amended by adding, immediately following the phrase "Net Proceeds" the first
time it appears therein, the following phrase: "(Net Proceeds as utilized solely
in this Section 2.13(a) shall be deemed to exclude the Insurance Payment
Amount)"
SECTION 3. EFFECTIVENESS. This Amendment shall become effective if
and only if (a) the Agent shall have received duly executed counterparts hereof
signed by each of the Borrower, the Agent, the Guarantor and the Required DIP
Lenders (or, in the case of any party as to which an executed counterpart shall
not have been received, the Agent shall have received telegraphic, telex or
other written confirmation from such party of execution of a counterpart hereof
by such party) and (b) 100% of the Insurance Payment Amount shall have been paid
directly to the Agent by the Borrower's insurers and shall have been utilized,
in accordance with paragraph 13 of the Final Order, first, to prepay all Loans
outstanding under the Credit Agreement and second, to prepay Loans outstanding
under the Pre-Petition Credit Agreement.
SECTION 4. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 5. COUNTERPARTS. This Amendment may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and year
first above written.
XXXXXXX INDUSTRIES INC.
By:
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Name:
Title:
XXXXXXX XXXXXXX INC.
By:
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Name:
Title:
THE CHASE MANHATTAN BANK, as Agent and as DIP Lender
By:
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Name:
Title:
2
HIBERNIA NATIONAL BANK
By:
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Name:
Title:
WACHOVIA BANK, N.A.
By:
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Name:
Title:
THE BANK OF NOVA SCOTIA
By:
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Name:
Title:
PERRY CAPITAL LLC
By:
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Name:
Title:
3
AMSOUTH BANK
By:
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Name:
Title:
BHF (USA) CAPITAL CORPORATION
By:
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Name:
Title:
By:
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Name:
Title:
COMERICA BANK
By:
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Name:
Title:
NATIONAL BANK OF CANADA
By:
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Name:
Title:
4
BNP PARIBAS
By:
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Name:
Title:
5
