Exhibit 10.1
------------
Xx. Xxxx Xxxxxx March 5, 2002
President
Xxxxxxxx Xxxxx, Inc.
0000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Telecopier number: 000-000-0000
Confirmation number: 000-000-0000
Re: Agreement in Principle.
Dear Xx. Xxxxxx:
Reference is hereby made to that certain $130,000,000 Credit Agreement dated as
of May 26, 2000 by and among Xxxxxxxx Xxxxx, Inc., Wachovia Bank, N.A., as
Administrative Agent, First Union National Bank, as Syndication Agent, Bank One,
N.A., as Documentation Agent, and the Banks parties thereto, (as amended, the
"Credit Agreement"; capitalized terms used herein without definition have the
meanings set forth in the Credit Agreement) and those certain Senior Notes dated
as of December 18, 1998 made by the Borrower pursuant to the Note Purchase
Agreements, as amended, between the Borrower and each of the Senior Note
Holders.
Subject to the terms hereof, this letter will confirm the agreement in principle
of the undersigned, as Banks and Senior Note Holders, to the restructuring of
the Borrower and the Guarantors pursuant to a Chapter 11 bankruptcy plan of
reorganization having the terms and conditions set forth on the attached term
sheets (the "Plan").
The obligation of each Bank and each Senior Note Holder to complete such a
restructuring is subject, however, to satisfaction of the following conditions:
(i) satisfactory credit approval by each of the Banks and the Senior Note
Holders; (ii) the unsecured trade debt of the Borrower and the Guarantors shall
not exceed $25,600,000 in the aggregate; (iii) the non-trade general
non-priority unsecured debt of the Borrower and the Guarantors (excluding
payroll and related expenses and excluding up to $15,000,000 for accrued
benefits under certain employee benefit programs) shall not (a) exceed
$10,400,000 in the aggregate or (b) otherwise exceed the line item caps set
forth on Exhibit A to the term sheets; (iv) there shall not have occurred a
material adverse change after the date hereof in the business, assets,
operations, prospects or condition, financial or otherwise, of the Borrower and
the Guarantors, taken as a whole, which material adverse change shall be
determined in the sole discretion of such Bank and such Senior Note Holder and;
(v) documentation, including, without limitation, the Plan and the instruments
described in the attached term sheets, satisfactory in form and substance to
each of the Banks and the Senior Note Holders.
In the event that any of the undersigned Banks or Senior Note Holders determines
not to vote for the Plan, such party's right to object to a proposed plan of
reorganization on any ground whatsoever, including without limitation on the
basis of improper classification of claims, is fully preserved, and shall not be
affected hereby.
Unless otherwise waived in writing by each of the Banks, the Senior Note Holders
and the Borrower, the aforementioned agreement in principle shall expire upon
the occurrence of any of the following events: (i) the Borrower and the
Guarantors shall not have filed Chapter 11 bankruptcy petitions on or before
April 1, 2002; (ii) the Plan shall not have been filed by April 15, 2002 and
(iii) confirmation of the Plan shall not have occurred on or before June 30,
2002.
This Letter Agreement may be executed by one or more of the undersigned parties
in any number of counterparts and by different parties hereto in separate
counterparts, each of which may be delivered by facsimile and which (including
counterparts delivered by facsimile) when so executed and delivered shall be
deemed an original, and it shall not be necessary in making proof of this
Agreement to produce or account for more than one such fully-executed
counterpart.
This letter agreement shall be governed by and construed and interpreted in
accordance with, the laws of the State of New York
Very truly yours,
BANKS:
WACHOVIA BANK, N.A., FIRST UNION NATIONAL BANK,
individually as a Bank individually as a Bank
By: /s/ Xxxxxx XxXxxxxx By: /s/ Xxxxxx XxXxxxxx
---------------------------- ----------------------------
Name: Xxxxxx XxXxxxxx Name: Xxxxxx XxXxxxxx
Title: Director Title: Director
BANK ONE, N.A., BRANCH BANKING AND TRUST COMPANY,
individually as a Bank individually as a Bank
By: /s/ C. Xxxxxx Xxxxxx By: /s/ Xxxxxxx X. X. Xxxxxxx
---------------------------- ----------------------------
Name: C. Xxxxxx Xxxxxx Name: Xxxxxxx X. X. Xxxxxxx
Title: First Vice President Title: Senior Vice President
2
SENIOR NOTE HOLDERS:
THE PRUDENTIAL INSURANCE AMERICAN GENERAL ANNUITY
COMPANY OF AMERICA INSURANCE COMPANY
THE VARIABLE ANNUITY LIFE
INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. XxXxx
---------------------------- ----------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxxxx X. XxXxx
Title: Vice President Title: Vice President
MASSACHUSETTS MUTUAL LIFE C.M. LIFE INSURANCE COMPANY
INSURANCE COMPANY
By: Xxxxx X. Xxxxxx & Company Inc. as By: Xxxxx X. Xxxxxx & Company Inc.
Investment Adviser and Investment Sub-Advisor
By: /s/ Xxxxxxx X. BcGauley By: /s/ Xxxxxxx X. XxXxxxxx
---------------------------- ----------------------------
Name: Xxxxxxx X. BcGauley Name: Xxxxxxx X. XxXxxxxx
Title: Managing Director Title: Managing Director
3
CONSENTED TO AND AGREED:
XXXXXXXX XXXXX, INC.,
as Borrower
By: /s/ Xxxx X. Xxxxxx
----------------------------
Name: Xxxx X. Xxxxxx
Title: President
GOLD XXXXX, Inc., a Delaware corporation
RASCHEL FASHION INTERKNITTING, LTD.,
a New York corporation
CURTAINS AND FABRICS, INC.,
a New York corporation
GFD FABRICS, INC.,
a North Carolina corporation
GFD SERVICES, INC.,
a Delaware corporation
MEXICAN INDUSTRIES OF NORTH
CAROLINA, INC.,
a North Carolina corporation
XXXXXXX LACES, LTD.,
a New York corporation
ADVISORY RESEARCH SERVICES, INC.
a North Carolina corporation
XXXXXXXX XXXXX (MICHIGAN), INC.
a Michigan corporation
GUILFORD AIRMONT, INC.,
a North Carolina corporation
GOLD XXXXX FARMS, INC.,
a New York corporation
GMI COMPUTER SALES, INC.
a North Carolina corporation
By: /s/ Xxxx X. Xxxxxx
---------------------------
Name: Xxxx X. Xxxxxx
Title: President
4
TWIN RIVERS TEXTILE PRINTING AND FINISHING,
a North Carolina general partnership
By: Advisory Research Services, Inc.
a General Partner
By: /s/ Xxxx X. Xxxxxx
---------------------------
Name: Xxxx X. Xxxxxx
Title: President
5
THIS PRELIMINARY TERM SHEET IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR
SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN. SUCH OFFER OR SOLICITATION
ONLY WILL BE MADE IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS AND/OR
PROVISIONS OF THE BANKRUPTCY CODE.
XXXXXXXX XXXXX, INC.
TERM SHEET FOR PROPOSED BANKRUPTCY REORGANIZATION
-------------------------------------------------
This Term Sheet describes the principal and material terms of a Chapter
11 Plan of Reorganization (the "Plan") for Xxxxxxxx Xxxxx, Inc. and its
subsidiaries (collectively, the "Company").
Nothing contained herein constitutes an offer susceptible of an
acceptance or a legally binding obligation of the Company, the pre-petition
secured lender group (the "Senior Lenders") or any other party in interest.
Subject to the negotiation and execution of a definitive restructuring
agreement based on the terms set forth below, the Company contemplates it will
file a petition or petitions for relief (a "Petition") under chapter 11 of title
11 of the United States Code (the "Bankruptcy Code") which may be accompanied
shortly thereafter with a proposed chapter 11 plan (the "Plan"), a disclosure
statement and other related documents in accordance with the terms set forth
below (collectively, with the Plan, the "Transaction"). The transactions
described herein are subject in all respects to, among other things, acceptable
treatment of tax issues and definitive documentation, including the Plan,
appropriate disclosure material, and all documents necessary to effectuate the
Plan, all in form and substance satisfactory to the Senior Lenders.
Summary: Guilford is proposing a plan to recapitalize the
Company through a Chapter 11 case on the terms set
forth herein (the "Restructuring"). The Restructuring
will provide for the retention of the core assets of
the Company ("the Reorganized Company") and the
transfer of non-core assets relating to the
discontinued operations of the Company to the GMI
Liquidating Trust or similar vehicle ("the Trust").1
While the Trust would assume liabilities relating to
those non-core assets, the Reorganized Company would
retain such liabilities and would have a right of
reimbursement from the Trust for any payments made.
The proposed Restructuring distributions, described in
more detail below, are as follows:
------------------------------------------- ---------------------------------- -------------------------------------
Stakeholder Existing Claim ($000s) Distribution
------------------------------------------- ---------------------------------- -------------------------------------
------------------------------------------- ---------------------------------- -------------------------------------
Pre-petition Senior Lender Group $270,000,000 (approx.) 90% of the shares of the common
stock of the Reorganized Company
(the "New Common Stock"); 100% of
--------
1 The concept of the Trust is subject to further discussions between the
Company and the Senior Lenders.
------------------------------------------- ---------------------------------- -------------------------------------
the beneficial interest of the
Trust; secured Pay-In-Kind Notes
(the "PIK Notes), as described in
Exhibit D, in an amount of $70
million issued by the Trust; $10
million guaranty of PIK Notes2 and
Term Loans (as defined below).
------------------------------------------- ---------------------------------- -------------------------------------
Misc. Secured Lenders $ 1,000,000 (approx.) To be paid in full in cash on the
Effective Date of the Plan or on
terms mutually agreeable to the
Company and the Senior Lenders
------------------------------------------- ---------------------------------- -------------------------------------
Certain General Unsecured Creditors Not more than $36,000,000 as set With respect to the items listed in
forth on Exhibit A attached Exhibit A, said items will be paid
hereto, subject to the line item in full in cash or assumed by the
caps set forth therein. The Reorganized Debtor. With respect
treatment of all other unsecured to all other claims of unsecured
creditors not otherwise creditors not otherwise addressed
addressed in this Term Sheet is in this Term Sheet, the treatment
subject to further discussions of said claims is subject to
between the Senior Lenders and further discussions between the
the Company. Senior Lenders and the Company.
------------------------------------------- ---------------------------------- -------------------------------------
Existing Equity 100% of Common Stock 10% of shares of the New Common
Stock
------------------------------------------- ---------------------------------- -------------------------------------
DIP Lenders Outstanding DIP Balance Cash payment from Senior Revolving
Exit Facility (as defined below).
------------------------------------------- ---------------------------------- -------------------------------------
As a result of the Restructuring proposed herein, the Reorganized Company's pro
forma capitalization would consist of the following:
(i) Senior revolving exit facility in the aggregate sum of (a) $10
million for availability to the Company plus (b) the amount necessary to retire
the DIP (as defined below) (the "Senior Revolving Exit Facility")3;
(ii) Term loans in the amount equal to the difference between $145
million and the amount of the Senior Revolving Exit Facility (the "Term
Loans")3; and
(iii) $10 million guaranty of $70 million of New PIK Notes issued by
the Trust2.
Proposed Reorganization Process:
No later than April 1, 2002 Chapter 11 Filing
No later than April 15, 2002 Plan Filing
No later than June 30, 2002 Plan Confirmation
--------------------------------------------------------------------------------
2 Subject to confirmation of tax and accounting impact.
3 The DIP will be increased if the $19 million (approx.) CIT facility is
replaced. The CIT facility shall be in addition to the $145 million of
debt to be maintained by the Reorganized Company. If the DIP is
increased to replace the CIT facility, the aggregate amount of debt to
be maintained by the Reorganized Company will be increased.
2
DIP Facility The DIP facility (the "DIP") will be provided to the
Company on terms acceptable to the participating
Senior Lenders with proceeds available to fund chapter
11 expenses. It is expected that the amount of the
DIP will be approximately $30 million subject to
adjustment based upon agreed borrowing base of the
collateral. The DIP will constitute a super-priority
administrative claim, be secured by a first lien on
all of the Company's assets and will contain customary
terms and conditions.3
Exit Financing The Senior Revolving Exit Facility will be provided to
the Company on terms acceptable to the Senior Lenders
with proceeds available to fund operating expenses,
working capital requirements, capital expenditures and
debt service obligations. It is expected that the
minimum undrawn amount of the Senior Revolving Exit
Facility on the Effective Date (after repayment of the
DIP) will be approximately $10 million.4 The Senior
Revolving Exit Facility will be secured by a first
lien on all of the Reorganized Company's assets and
contain customary terms and conditions. The Senior
Revolving Exit Facility will have a maturity of no
greater than three years. See Exhibit B.
TREATMENT OF CLAIMS UNDER THE RESTRUCTURING
-------------------------------------------
The Restructuring will classify and provide treatment for claims
against and interests in the Company as generally described below. Claims in
each such class will be discharged in full in exchange for delivery of the
consideration described below on the effective date of the Restructuring (the
"Effective Date").
Senior Lender Debt: The holders of the outstanding principal amount of
indebtedness outstanding under the Company's existing
debt agreements will receive on the Effective Date of
the Plan, in complete satisfaction of the secured
portion of their claims: (i) the Term Loans as
described in Exhibit C, (ii) the PIK Notes as described
in Exhibit D, (iii) a $10 million guaranty from the
Reorganized Company of PIK Notes2, (iv) 100% of the
interest in the Trust and (v) 90% of the New Common
Stock.
----------
4 The $10 million of availability to the Company may already be included
in the DIP amount.
3
Determination of Senior Lenders' Claims The aggregate amount of the Senior Lenders' Claims
shall be equal to all indebtedness and other monetary
obligations of the Company under or in respect of the
existing debt agreements, whether for principal,
interest (including interest at the applicable default
rate after the Event of Default under the applicable
debt instrument through and including the commencement
date of these chapter 11 cases), fees (including a
make whole in an amount acceptable to the Company and
the Senior Lenders), expenses, indemnification or
otherwise.
Other Secured Claims of the Other Secured Claims of the Company shall either be
Company unimpaired within the meaning of 11 X.X.X.xx. 1124,
receive treatment that satisfies the requirements of
11 U.S.C. 1129(b) or receive such other treatment as
to which the Company, the Senior Lenders and the
holder of the claim agrees.
Administrative Expense Claims All obligations under the DIP are to be paid in full in
cash on the Effective Date. All other administrative
expense claims are to be paid in full in cash on the
Effective Date or when due, whichever is later.
Priority Tax Claims To be paid pursuant to section 1129(a)(9)(C) of the
Bankruptcy Code. The treatment of all other tax
claims that fail to fall within the meaning of
priority tax claims pursuant to section 1129(a)(9)(C)
of the Bankruptcy Code, such as any portion of the
deferred income taxes, accrued franchise taxes and
accrued property taxes, set forth on Exhibit E, are
subject to further discussions between the Senior
Lenders and the Company.
Priority Claims To be paid in full in cash on the Effective Date or
when allowed, whichever is later.
Certain Unsecured Claims of the Company Certain unsecured claims of the Company totaling not
more than $36,000,000 as set forth on Exhibit A
attached hereto, subject to the line item caps set
forth therein, will be paid in full in cash or honored
and assumed by the Reorganized Company. The treatment
of all other unsecured creditors not otherwise
addressed in this Term Sheet is subject to further
discussions between the Senior Lenders and the Company.
4
Intercompany Claims To be determined on a basis mutually acceptable to the
Senior Lenders and the Company.
Common Stock of Company and Other Rights All common stock of the Company, options, warrants and
to Equity Interests other rights to acquire any equity security of the
Company existing immediately prior to the Effective
Date and all rights related thereto will be cancelled
and extinguished or rejected, as applicable, as of the
Effective Date. Holders of common stock will receive
10% of the New Common Stock.
Charter, By-Laws To be determined on a basis mutually acceptable to the
Senior Lenders and the Company.
Releases Mutual customary and standard exculpation and releases
for officers, directors, employees, professionals and
representatives of the Company and Senior Lenders, as
permitted under applicable law.
Severance Plan, Employee Benefit Plans and Incentive Certain accrued existing employee benefit obligations
Option Plan of the Company to the extent currently reflected in the
Company's financial statements (approximately $15
million plus normal payroll and related costs
(including accrued hospital and life insurance of
approximately $3.5 million)) will be honored and
assumed by the Reorganized Company. All other employee
benefits, severance plans or incentive plans,
including, without limitation, deferred pension
liabilities, accrued workers' compensation and accrued
restructuring and severance, as set forth on Exhibit F,
are subject to further discussions between the Senior
Lenders and the Company.
Post-Effective Date Corporate Structure The Board of Directors shall consist of seven
members. The current CEO, Xxxx Xxxxxx, shall continue
to be a member of the board and the holders of the
secured lender debt shall select the other members of
the Board of Directors of the Reorganized Company.
Board members selected by the Senior Lenders may
include qualified existing board members of the
Company and other qualified candidates proposed by the
Company. All members of the Board of Directors shall
be appointed as of the Effective Date of the Plan.
The Reorganized Company will not sell all or any
substantial part of its assets or enter into or
approve any other business combination transaction
5
without the unanimous approval of the Board of
Directors prior to the first anniversary of the
effective date of the Plan and the Reorganized Company
charter will reflect this provision, which restriction
shall be binding for all current and future
shareholders of the Company.
D&O Insurance: Indemnification The Reorganized Company will assume its pre-petition
indemnification obligations to its directors and
officers to the extent that such obligations are
covered and paid or reimbursed by D&O policies;
provided, however, that with respect to any
obligations or claims arising out of the approval of
this Term Sheet, the Reorganized Company will also pay
or reimburse an amount equal to the deductible under
the Company's D&O policies, which amount shall not
exceed $1,000,000 under any circumstances whether or
not based on one claim or multiple claims under the
D&O policies. The Reorganized Company shall maintain
D&O coverage for the benefit of its pre-confirmation
officers and directors for a period of 3 years (with a
cost not greater than $750,000) following the
Effective Date of the Plan.
Letter Agreement Subject to credit approval, the Senior Lenders have
agreed to execute an agreement in principle in the form
attached to this Term Sheet.
Expenses The Company shall reimburse the Senior Lenders for all
fees, costs and expenses incurred in connection with
the Restructuring.
6
Privileged and Confidential
EXHIBIT A
Xxxxxxxx Xxxxx, Inc.
Components of Current and Non-Current Liabilities
Domestic Operations Only
December 30, 2001
($000's)
Subject to Dollar
Component Limitation Per Line Item
------------------------------------- ------------------------
Trade Payables $ 25,584
Accrued Environmental Costs 3,637
General Reserves 1,082
Accrued inventory in transit 935
Accrued Grupo Ambar costs (1995) 704
Accrued Utilities 635
Accrued Material Usage 302
Accrued Rent 269
Accrual for Cuernavaca Mequiladora 265
Accrued Storage Costs 263
Accrued Director Fees 156
Accrued Patent infringement suit costs 144
Accrued for sales tax audit costs 137
VAT Payable 119
Accrued Yarn 70
Accrued Legal Fees 68
Miscellaneous 1,595
-------------
$ 35,965
=============
EXHIBIT B
Term Sheet for Senior Revolving Exit Facility
---------------------------------------------
Issuer: Xxxxxxxx Xxxxx, Inc.
Issue: $[TBD] million (the sum of (a) $10 million
for availability to the Company plus (b) the
amount necessary to retire the DIP).1
Maturity: 3 years
Letter of Credit Sub Facility: $10 million
Optional Payments: The Senior Revolving Exit Facility may be
prepaid by the Issuer in minimum amounts to
be agreed upon
Guaranties: By the subsidiaries of the Issuer which have
issued or are obligated to issue guarantees
or will be obligated to issue guarantees
under the existing credit facilities
(collectively, the "Guarantors")
Interest Rate: Interest on the Senior Revolving Exit
Facility shall be payable quarterly, in
arrears, at a rate per annum equal to Prime
plus 3.25% with the flexibility to transfer
to a LIBOR based performance grid should the
Company meet agreed upon thresholds through
2002
Unused Capacity Commitment Fee: 0.5% on unused commitment
Security: The obligations of the Issuer and each of the
Guarantors (each, a "Loan Party") shall be
secured by a first priority security interest
on all of their respective tangible and
intangible assets, including, without
limitation, intellectual property, real
property and the capital stock of each direct
and indirect subsidiary
--------
1 The DIP will be increased if the $19 million (approx.) CIT facility is
replaced. The CIT facility shall be in addition to the $145 million of
debt to be maintained by the Reorganized Company. If the DIP is
increased to replace the CIT facility, the aggregate amount of debt to
be maintained by the Reorganized Company will be increased.
2
Events of Default: Those customarily found in transactions of
this type, including, nonpayment of principal
when due, nonpayment of interest, fees or
other amounts when due, violation of
covenants (subject, in the case of certain
affirmative covenants, to a grace period to
be agreed upon), bankruptcy defaults, and
cross-defaults to other indebtedness
Governing Law: New York
Covenants: Those customarily found in transactions of
this type including quarterly financial
covenants commencing with the fiscal quarter
ending September 2002
3
EXHIBIT C
Term Sheet for New Term Loans
-----------------------------
Issuer: Xxxxxxxx Xxxxx, Inc.
Issue: $[TBD] million term loans in the amount equal
to the difference between $145 million and
the amount of the Senior Revolving Exit
Facility (the "Term Loans").2
Maturity: 3-year term payable in full at maturity
Optional Payments: The New Term Loans may be prepaid by the
Issuer in minimum amounts to be agreed upon
Amortization: Amortization schedule and mandatory
prepayments to be agreed
Guaranties: By the Guarantors
Interest Rate: Interest on the New Term Loans shall be
payable quarterly, in arrears, at a fixed
rate per annum equal to 9.89%
Security: The obligations of the Issuer and each of the
Guarantors (each, a "Loan Party") shall be
secured by a second priority security
interest on all of their respective tangible
and intangible assets, including, without
limitation, intellectual property, real
property and the capital stock of each direct
and indirect subsidiary
Events of Default: Those customarily found in transactions of
this type, including, nonpayment of principal
when due, nonpayment of interest, fees or
other amounts when due, violation of
covenants (subject, in the case of certain
affirmative covenants, to a grace period to
be agreed upon), bankruptcy defaults, and
cross-defaults to other indebtedness
Governing Law: New York
----------
2 The DIP will be increased if the $19 million (approx.) CIT facility is
replaced. The CIT facility shall be in addition to the $145 million of
debt to be maintained by the Reorganized Company. If the DIP is
increased to replace the CIT facility, the aggregate amount of debt to
be maintained by the Reorganized Company will be increased.
4
Term Sheet for New Term Loans (cont'd)
--------------------------------------
Covenants: Those customarily found in transactions of
this type including quarterly financial
covenants commencing with the fiscal quarter
ending September 2002
5
EXHIBIT D
Term Sheet for New PIK Notes
----------------------------
Issuer: GMI Liquidating Trust (a liquidating trust or
similar type of vehicle)
Issue: $70 million New PIK Notes
Maturity: 3 years
Mandatory Prepayment: Net proceeds from the disposal of the
Discontinuing Operations and other assets as
realized. $10 million of initial cash from
the sale of collateral will fund the
operation of the Trust; all other proceeds
will be used for prepayments
Amortization: Amortization schedule to be agreed
Interest Rate: Interest on the New Senior Secured PIK Notes
shall be payable quarterly, in arrears, at a
rate per annum equal to 10% Paid-In-Kind
Security: The obligations shall be secured by a first
priority security interest on all of the
respective tangible and intangible assets of
the Discontinuing Operations Trust (or
similar type of vehicle), including, without
limitation, intellectual property and real
property
Limited Guaranty Limited $10 million guaranty by the
Reorganized Company3
Covenants: None
Event of Default: Those customarily found in transactions of
this type, including nonpayment of principal
when due, bankruptcy defaults and
cross-defaults to other indebtedness
----------
3 Subject to confirmation of tax and accounting impact.
6
Transfer of Altamira Stock Transfer of 65% of the stock of Altamira will
be transferred into the GMI Liquidating
Trust. For the one year period beginning on
the Effective Date of the Plan, the GMI
Liquidating Trust will not sell or otherwise
dispose of such stock, and the Company will
have the right to repurchase such stock at a
price equal to the value of 100% of the stock
of Altamira to be established by an
independent third party appraiser on or
before April 1, 2002 unless such date is
mutually extended by the Company and the
Senior Lenders. The parties further agree
that in the event that all obligations under
the PIK Notes are satisfied in full and the
stock of Altamira remains as an asset in the
GMI Liquidating Trust, the stock will be
transferred to the Reorganized Company
without the exchange of any consideration.
Should the proceeds from the sale of the
stock of Altamira together with the proceeds
from other asset sales from the GMI
Liquidating Trust exceed the amount of the
PIK Notes, any surplus shall be paid to the
Reorganized Company.
7
EXHIBIT E
Xxxxxxxx Xxxxx, Inc.
Components of Current and Non-Current Liabilities
Domestic Operations Only
December 30, 2001
($000's)
Component Total
--------------------------------------------------------------------------------
Deferred Income Taxes $ 6,510
Accrued Franchise Taxes 632
Accrued Property Taxes 519
-------------
$ 7,661
=============
8
EXHIBIT F
Xxxxxxxx Xxxxx, Inc.
Components of Current and Non-Current Liabilities
Domestic Operations Only
December 30, 2001
($000's)
Component Total
--------------------------------------------------------------------------------
Deferred Pension Liabilities $ 6,942
Accrued Workers' Compensation 3,614
Accrued Restructuring and Severance 867
-------------
$ 11,423
=============
9
