AMENDMENT AND WAIVER
AMENDMENT AND WAIVER
AMENDMENT AND WAIVER, dated as of March 8, 1999 (this "Amendment and
Waiver"), under the Credit Agreement, dated as of May 28, 1998 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among XXXXXXX & XXXXXX PRODUCTS CO., a Delaware corporation (the "Company"),
XXXXXXX & XXXXXX CANADA INC., a Canadian corporation ("Xxxxxxx & Xxxxxx
Canada"), XXXXXXX & XXXXXX PLASTICS, LTD., a Canadian corporation ("Xxxxxxx &
Xxxxxx Plastics", and collectively with Xxxxxxx & Xxxxxx Canada, the "Canadian
Borrowers"), XXXXXXX & XXXXXX CORPORATION, a Delaware corporation ("Holdings"),
the financial institutions parties thereto (the "Lenders"), BANK OF AMERICA
NATIONAL TRUST & SAVINGS ASSOCIATION, as documentation agent (in such capacity,
the "Documentation Agent") and THE CHASE MANHATTAN BANK, as administrative agent
(in such capacity, the "Administrative Agent") and THE CHASE MANHATTAN BANK OF
CANADA, as Canadian administrative agent (in such capacity, the "Canadian
Administrative Agent").
W I T N E S S E T H:
WHEREAS, the Company, the Canadian Borrowers and Holdings have requested
that the Lenders amend and waive certain provisions contained in the Credit
Agreement as set forth herein;
WHEREAS, the Lenders are willing to consent to the requested amendments and
waivers on and subject to the terms and conditions contained herein;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by each of the parties hereto, the
parties agree as follows:
1. Definitions. Unless otherwise defined herein, terms defined in the
Credit Agreement are used herein as therein defined.
2. Amendment of Section 1.1 (Definitions). (a) Section 1.1 of the Credit
Agreement is hereby amended by deleting the definitions of "Applicable Margin"
and "Dividend Condition" and replacing them with the following, respectively:
"Applicable Margin" means (a) for Revolving Loans, Swingline Loans and
Tranche A Term Loans (i) for any date on or after the Closing Date to but
excluding the first day after delivery of the financial statements of
Holdings for the fiscal quarter of Holdings ending September 26, 1998, with
respect to Eurodollar Loans and B/As, 1-3/4% and with respect to ABR Loans
and Canadian Prime Rate Loans, 3/4 of 1%, and
2
(ii) for any date on or after the first day after delivery of the financial
statements referred to in the immediately preceding clause (i) above, with
respect to any Eurodollar Loans, B/As, ABR Loans or Canadian Prime Rate
Loans, as the case may be, the applicable margin set forth on Schedule
1.01(A) opposite the Applicable Level, in each case as of the last day of
Holdings' fiscal quarter most recently ended as of such date and (b) for
Tranche B Term Loans (i) for any day prior to the effective date of the
Amendment and Waiver dated as of March 8, 1999 to this Agreement, with
respect to Eurodollar Loans, 2%, and with respect to ABR Loans, 1%, and
(ii) thereafter, with respect to any Eurodollar Loans or ABR Loans, the
applicable margin set forth on Schedule 1.01(A) opposite the Applicable
Level, in each case as at the last day of Holdings' fiscal quarter most
recently ended as of such date; provided that, notwithstanding the
foregoing for Tranche C Term Loans, the Applicable Margin shall be set
forth in the Tranche C Term Loan Supplement.
"Dividend Condition" shall mean that the Applicable Level is at least
Level III.
(b) Section 1.1 of the Credit Agreement is hereby amended by adding the
following definition in proper alphabetical order:
"Term Loans" shall mean the collective reference to the Tranche A Term
Loans, the Tranche B Term Loans and, if made, the Tranche C Term Loans.
(c) Section 1.1 of the Credit Agreement is hereby amended by adding the
following at the end of the definition of "EBITDA":
In addition, EBITDA calculated in accordance with the preceding sentence
for the Company's 1998 fiscal year shall be adjusted (other than for
purposes of determining the Applicable Margin) as follows to take into
account the effect of the United Auto Workers' strike against General
Motors Corporation in the summer of 1998: increased by $5,950,000 for the
second fiscal quarter; increased by $15,700,000 for the third fiscal
quarter; and reduced by $2,900,000 for the fourth fiscal quarter.
3. Amendment to Section 2.05 (Fees). Section 2.05(a) of the Credit
Agreement is hereby amended by deleting each reference to the phrase "Level I"
and substituting therefor each such time the phrase "Level II".
4. Amendment of Section 2.12 (Prepayment). Section 2.12 of the Credit
Agreement is hereby amended by adding to clause (iii) of the second sentence of
paragraph (l) the phrase "or Tranche C Lender" immediately after the phrase "by
such Tranche B Lender".
5. Amendment to Article V (Affirmative Covenants). Article V of the Credit
Agreement is amended by adding the following new Section 5.16.
3
SECTION 5.16 Business of Waterstone Insurance, Inc. Cause Waterstone
Insurance, Inc. to be engaged solely in the business of insurance
activities for Holdings and its Subsidiaries.
6. Amendment of Section 6.05 (Priority of Loan Payments). Section 6.05 of
the Credit Agreement is hereby amended by deleting paragraph (a) therefrom and
substituting therefor the following:
(a) Until the Commitments have been terminated and the Obligations
have been paid in full, directly or indirectly, make any payment,
retirement, repurchase or redemption on account of the principal of any
Permitted Subordinated Indebtdness or directly or indirectly prepay any
Permitted Subordinated Indebtedness prior to the regularly scheduled
maturity date of such Permitted Subordinated Indebtedness (in each case
except as permitted by clause (vii) of Section 6.05 (b)) or make any
payment or prepayment of any Permitted Subordinated Indebtedness which
would violate the terms of this Agreement or of such Permitted Subordinated
Indebtedness.
7. Amendment of Section 6.14 (Interest Coverage Ratio). Section 6.14 of the
Credit Agreement is hereby amended by deleting the table therein in its entirety
and substituting in lieu thereof the following table:
Quarter Ending: Ratio:
January 1999 - June 2000 1.75 to 1.0
July 2000 - December 2000 2.00 to 1.0
January 2001 - December 2001 2.25 to 1.0
January 2002 and thereafter 2.75 to 1.0
8. Amendment of Section 6.16 (Leverage Ratio). Section 6.16 of the Credit
Agreement is hereby amended by deleting the table therein in its entirety and
substituting in lieu thereof the following table:
Quarter Ending: Ratio:
January 1999 - June 1999 5.50 to 1.0
July 1999 - December 1999 5.25 to 1.0
January 2000 - June 2000 5.00 to 1.0
July 2000 - December 2000 4.50 to 1.0
January 2001 - December 2001 4.00 to 1.0
January 2002 and thereafter 3.75 to 1.0
9. Amendment of Schedules 1.01 (A) and (B). Schedules 1.01(A) and 1.01(B)
to the Credit Agreement are hereby amended by deleting such Schedules and
substituting therefor Schedules 1.01(A) and 1.01(B) attached to this Amendment
and Waiver.
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10. Waiver. The Lenders hereby agree that (a) Waterstone Insurance, Inc.
("Waterstone"), a wholly-owned captive insurance subsidiary of the Borrower,
shall not be required to become a Guarantor under the Credit Agreement as long
as doing so would violate applicable law, regulation or regulatory policy and
(b) the pledge of the capital stock of Waterstone pursuant to the Pledge
Agreement shall be subject to such restrictions as are imposed by applicable
law, regulation or regulatory policy.
11. Representations and Warranties. Holdings, the Company and the Canadian
Borrowers hereby represent and warrant to the Administrative Agent, the Canadian
Administrative Agent and each Lender that after giving effect to the amendments
and waivers contained herein, Holdings and the Borrower hereby confirm, reaffirm
and restate the representations and warranties set forth in Article III of the
Credit Agreement as if made on and as of the 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 Waiver and (iii) the Credit Agreement as amended and waived
by this Amendment and Waiver.
12. Conditions Precedent. This Amendment and Waiver shall become effective
as of the date hereof when each of the conditions precedent set forth below
shall have been fulfilled (the date such conditions are fulfilled, the
"Effective Date"), provided that any increase in the Applicable Margin shall be
effective as of the Effective Date:
(a) Amendment and Waiver. The Administrative Agent shall have received
this Amendment and Waiver, executed and delivered by a duly authorized
officer of each of the Company, the Canadian Borrowers, Holdings and the
Required Lenders.
(b) No Default or Event of Default. On and as of the Effective Date
and after giving effect to this Amendment and Waiver 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 Company and the Canadian Borrowers in the Credit Agreement and
herein after giving effect to this Amendment and Waiver and the
transactions contemplated hereby shall be true and correct in all material
respects on and as of the 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) Acknowledgment and Consent. The Administrative Agent shall have
received from each of Holdings, the Company, the Canadian Borrowers and the
other Guarantors with respect to each Loan Document to which it is a party
a duly executed Acknowledgment and Consent, substantially in the form of
Exhibit A hereto.
5
(e) Amendment Fee. The Borrower shall have paid to the Administrative
Agent, for the account of each Lender which returns an executed copy of
this Amendment and Waiver to the Administrative Agent on or prior to the
Effective Date, an amendment fee equal to .125% of the sum of such Lender's
Revolving Credit Commitment and outstanding Term Loans.
13. Continuing Effect of Credit Agreement. This Amendment and Waiver 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 waived hereby,
the provisions of the Credit Agreement are and shall remain in full force and
effect.
14. Expenses. The Company and the Canadian Borrowers 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 Waiver 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 Waiver and any other such
documents.
15. GOVERNING LAW. THIS AMENDMENT AND WAIVER SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
16. Counterparts. This Amendment and Waiver 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 and
Waiver 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: E.V.P. & C.F.O.
XXXXXXX & XXXXXX CANADA INC.
By /s/ J. Xxxxxxx Xxxxx
-------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: V.P. & C.F.O.
6
XXXXXXX & XXXXXX PLASTICS, LTD.
By /s/ J. Xxxxxxx Xxxxx
-------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: E.V.P.
XXXXXXX & XXXXXX CORPORATION
By /s/ J. Xxxxxxx Xxxxx
-------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: E.V.P. & C.F.O.
THE CHASE MANHATTAN BANK, as
Administrative Agent, Collateral Agent
and as a Lender
By /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK OF CANADA, as
Canadian Administrative Agent and as a
Lender
By /s/ Xxxxxxxxx Xxxx
-------------------------------------
Name: Xxxxxxxxx Xxxx
Title: Vice President
By /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
7
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Documentation
Agent and as a Lender
By /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
THE BANK OF NEW YORK
By /s/ Xxx Xxxxx Xxxxxx
-------------------------------------
Name: Xxx Xxxxx Xxxxxx
Title: Vice President
BANK AUSTRIA CREDITANSTALT CORPORATE
FINANCE, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: EVP
By: /s/ Xxxxxxx X. XxXxxxxx, Xx.
-------------------------------------
Name: Xxxxxxx X. XxXxxxxx, Xx.
Title: Sr. Associate
THE BANK OF NOVA SCOTIA
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Relationship Manager
8
BANK OF SCOTLAND
By /s/ Xxxxx Xxxx Tat
-------------------------------------
Name: Xxxxx Xxxx Tat
Title: Senior Vice President
BANK OF TOKYO - MITSUBISHI TRUST COMPANY
By
-------------------------------------
Name:
Title:
BRANCH BANKING AND TRUST COMPANY
By /s/ Xxxxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxxxx X. Xxxxxxxx III
Title: Senior Vice President
CIBC INC.
By /s/ Xxx Xxxxx
-------------------------------------
Name: Xxx Xxxxx
Title: Executive Director
CIBC Xxxxxxxxxxx Corp,
As AGENT
COMERICA BANK
By /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Account Officer
9
COMPAGNIE FINANCIERE DE
CIC ET DE L'UNION EUROPEENNE
By /s/ Xxxxxxx Xxxx
-------------------------------------
Name: Xxxxxxx Xxxx
Title: Vice President
By /s/ Xxxx Xxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxx
Title: First Vice President
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLENBANK
B.A., "RABOBANK NEDERLAND," NEW YORK
BRANCH
By /s/ Xxxx X. Xxxxxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Vice President
By
-------------------------------------
Name:
Title:
CREDIT AGRICOLE INDUSUEZ
By /s/ Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
Title: F.V.P., Head of Corporate
Banking, Chicago
By /s/ Xxxxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: First Vice President
10
CREDIT LYONNAIS ATLANTA AGENCY
By /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title: First Vice President
CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company
------------------------------------
its Investment Manager
By /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
CYPRESSTREE SENIOR FLOATING RATE FUND
By: CypressTree Investment Management
------------------------------------
Company, Inc., as Portfolio Manager
By /s/ Xxxxxxxxx X. XxXxxxxxx
-------------------------------------
Name: Xxxxxxxxx X. XxXxxxxxx
Title: Principal
KZH-CYPRESSTREE-1 LLC
By /s/ X. Xxxxxx
-------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
12
DRESDNER BANK, A.G. NEW YORK AND
GRAND CAYMAN BRANCH
By /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Assistant Vice President
By /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
ERSTE BANK DER OESTERREICHISCHEN
SPARKASSEN AG
By /s/ Xxxx Xxxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Vice President
By /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: First Vice President
FIRST NATIONAL BANK OF CHICAGO
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: First Vice President
FIRST UNION NATIONAL BANK
By /s/ Xxxxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: AVP
00
XXX XXXX XXXX, XXXXXXX, XXX XXXX BRANCH
By /s/ Xxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President and Manager
XX XXXX MANAGEMENT
By
-------------------------------------
Name:
Title:
INDOSUEZ CAPITAL FUNDING IV L.P.
By: Indosuez Capital, as Portfolio
------------------------------------
Advisor
By /s/ Xxxxxxx Xxxxx
-------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By /s/ Takuya Honjo
-------------------------------------
Name: Takuya Honjo
Title: Senior Vice President
KZH III LLC
By /s/ X. Xxxxxx
-------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
13
THE LONG-TERM CREDIT BANK OF JAPAN
LIMITED, NEW YORK BRANCH
By /s/ Koji Sasayama
-------------------------------------
Name: Koji Sasayama
Title: Deputy General Manager
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management,
L.P., as Investment Adviser
By /s/ Xxxx Xxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX SENIOR FLOATING RATE
By
-------------------------------------
Name:
Title:
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By /s/ Xxxxxxxxx Xxxxxxx
-------------------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Senior Vice President
XXXXXX XXXXXXX SENIOR FUNDING. INC.
By
-------------------------------------
Name:
Title:
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NATEXIS BANQUE BFCE
By /s/ Xxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxx
Title: Associate
By /s/ Xxxxx X. Xxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Vice President and
Group Manager
NATIONSBANK, N.A.
By /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
NEW YORK LIFE INSURANCE COMPANY
By /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Director
NEW YORK LIFE INSURANCE AND ANNUITY
CORPORATION
By: New York Life Insurance Company
------------------------------------
By /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Director
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIO
By /s/ Xxxxxx Xxx Xxxxxxx
-------------------------------------
Name: Xxxxxx Xxx Xxxxxxx
Title: Director
15
OCTAGON LOAN TRUST
By: Octagon Credit Investors, as Manager
By /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as
------------------------------------
Investment Advisor
By /s/ Xxxxx X. Page
------------------------------------
Name: Xxxxx X. Page
Title: Vice President
SOCIETE GENERALE
By /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Director
STB DELAWARE FUNDING TRUST I
By /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Assistant Vice President
16
SUNTRUST BANK, ATLANTA
By /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
By /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Banking Officer
TORONTO DOMINION (TEXAS), INC.
By /s/ Xxxx Xxxxxx
------------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
THE TORONTO-DOMINION BANK
By /s/ Xxxx Xxxxxx
------------------------------------
Name: Xxxx Xxxxxx
Title: Dir: Cr. Admin.
THE TRAVELERS INSURANCE COMPANY
By /s/ X. X. Xxxxxxxx
------------------------------------
Name: X. X. Xxxxxxxx
Title: 2nd Vice President
XXX XXXXXX CLO II, LIMITED
By: Xxx Xxxxxx Management Inc., as
------------------------------------
Collateral Manager
By /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President and
Director
17
WACHOVIA BANK, N.A.
By /s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
EXHIBIT A TO
AMENDMENT AND WAIVER
ACKNOWLEDGMENT AND CONSENT
Each of the undersigned Persons hereby:
(a) acknowledges and consents to the execution, delivery and performance of
the Amendment and Waiver, dated as of March 8, 1999 (the "Amendment and Waiver")
to the Credit Agreement dated as of May 28, 1998 (as the same may be amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among Xxxxxxx & Xxxxxx Products Co. (the "Company"), Xxxxxxx & Xxxxxx Canada
Inc. ("Xxxxxxx & Xxxxxx Canada"), Xxxxxxx & Xxxxxx Plastics, Ltd. ("Xxxxxxx &
Xxxxxx Plastics", and collectively with Xxxxxxx & Xxxxxx Canada, the "Canadian
Borrowers") Xxxxxxx & Xxxxxx Corporation ("Holdings"), the several banks and
other institutions from time to time parties to the Credit Agreement (the
"Lenders"), Bank of America National Trust & Savings Association, as
documentation agent (in such capacity, the "Documentation Agent") and The Chase
Manhattan Bank, as administrative agent (in such capacity, the "Administrative
Agent") and The Chase Manhattan Bank of Canada, as Canadian administrative agent
(in such capacity, the "Canadian Administrative Agent"); and
(b) agrees that such execution, delivery and performance shall not in any
way affect such Person's obligations under any Loan Document (as defined in the
Credit Agreement) to which such Person 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: Xxxxx 0, 0000
XXXXXXX & XXXXXX PRODUCTS CO.
By: /s/ J. Xxxxxxx Xxxxx
------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: EVP & CFO
XXXXXXX & XXXXXX CANADA INC.
By: /s/ J. Xxxxxxx Xxxxx
------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: VP & CFO
XXXXXXX & XXXXXX PLASTICS, LTD.
By: /s/ J. Xxxxxxx Xxxxx
------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: EVP
XXXXXXX & XXXXXX CORPORATION
By: /s/ J. Xxxxxxx Xxxxx
------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: EVP & CFO
THE AKRO CORPORATION
By: /s/ J. Xxxxxxx Xxxxx
------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: EVP & CFO
DURA CONVERTIBLE SYSTEMS, INC.
By: /s/ J. Xxxxxxx Xxxxx
------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: EVP & CFO
WICKES ASSET MANAGEMENT, INC.
By: /s/ J. Xxxxxxx Xxxxx
------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: XX
XXXXXXX & XXXXXX INTERNATIONAL
CORPORATION
By: /s/ A. Xxxxxx Xxxxxx
------------------------------------
Name: A. Xxxxxx Xxxxxx
Title: V.P. & Treasurer
WICKES REALTY, INC.
By: /s/ J. Xxxxxxx Xxxxx
------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: V.P.
AMCO CONVERTIBLE FABRICS, INC.
By: /s/ J. Xxxxxxx Xxxxx
------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: EVP & CFO
XXXXXXX & XXXXXX PLASTICS, INC.
By: /s/ J. Xxxxxxx Xxxxx
------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: EVP & CFO
XXXXXXX & XXXXXX EUROPE, INC.
By: /s/ J. Xxxxxxx Xxxxx
------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: EVP & CFO
PACJ, INC.
By: /s/ J. Xxxxxxx Xxxxx
------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: EVP & CFO
XXXXXXX & XXXXXX CARPET & ACOUSTICS
(TN), INC.
By: /s/ J. Xxxxxxx Xxxxx
------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: EVP & CFO
XXXXXXX & XXXXXX CARPET & ACOUSTICS
(MI), INC.
By: /s/ J. Xxxxxxx Xxxxx
------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: EVP & CFO
4
XXXXXXX & XXXXXX AUTOMOTIVE
INTERNATIONAL, INC.
By: /s/ J. Xxxxxxx Xxxxx
------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: X.X.
XXXXXXX & XXXXXX ASSET SERVICES, INC.
By: /s/ J. Xxxxxxx Xxxxx
------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: V.P.
CW MANAGEMENT CORPORATION
By: /s/ J. Xxxxxxx Xxxxx
------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: X.X.
XXXXXXX SERVICES, INC.
By: /s/ J. Xxxxxxx Xxxxx
------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: V.P.
SAF SERVICES CORPORATION
By: /s/ J. Xxxxxxx Xxxxx
------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: X.X.
XXXXXXX & XXXXXX (GIBRALTAR) LIMITED
By: /s/ J. Xxxxxxx Xxxxx
------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: EVP & CFO
Schedule 1.01(A)
to Credit Agreement
Applicable Margin
-----------------
Revolving Loans, Swingline Loans
and Tranche A Term Loans Tranche B Term Loans
-------------------------------------- --------------------------------
Eurodollar and
Bankers Acceptances ABR and Canadian
Rate Prime Rate Eurollar Rate
Ratios Loan Margin Loan Margin Loan Margin ABR Loan Margin
------ ------------------- ---------------- ------------- ---------------
Leverage Ratio greater than 2.25% 1.25% 2.75% 1.75%
4.50:1.00 ("Level I")
Leverage Ratio less than or equal to 1.75% 0.75% 2.50% 1.50%
4.50:1.00 and greater than 4.00:1.00
("Level II")
Leverage Ratio less than or equal to 1.50% 0.50% 2.25% 1.25%
4.00:1.00 but greater than 3.50 to
1.00 ("Level III")
Leverage Ratio less than or equal to 1.25% 0.25% 2.25% 1.25%
3.50:1.00 ("Level IV")
Schedule 1.01(B)
to Credit Agreement
Applicable Excess Cash Flow Prepayment Percentage
-------------------------------------------------
Applicable Level determined in Excess Cash Flow
accordance with Schedule 1.01(A) Prepayment Percentage
-------------------------------- ---------------------
Level I 50%
Level II 50%
Level III 25%
Level IV 25%
