EXHIBIT 99.7
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April 24, 2001
Heartland Springs Investment Company
c/o Heartland Industrial Partners, L.P.
00 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
RE: SPRINGS INDUSTRIES, INC.
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Ladies and Gentlemen:
Heartland Industrial Partners, L.P. ("HEARTLAND") and other
investors intend to consummate a recapitalization (the "RECAPITALIZATION") of
Springs Industries, Inc. (the "COMPANY") through the merger of Heartland Springs
Investment Company ("MERGER SUBSIDIARY") into the Company under a
recapitalization agreement between Merger Subsidiary and the Company (as in
effect at the time of its signing, the "RECAPITALIZATION AGREEMENT") and related
agreements. We are pleased to advise you that, subject to the following
conditions and subject to reduction as provided in Section 3.2(a) of the
Shareholders Agreement (as defined in the Recapitalization Agreement), Heartland
hereby commits to invest up to $225.0 million in cash to the extent necessary to
consummate the Recapitalization as contemplated by the Commitment Letter with
The Chase Manhattan Bank to purchase shares of Merger Subsidiary immediately
prior to the Recapitalization at the price per share equal to the price per
share to be paid to the public shareholders of the Company pursuant to the
Recapitalization.
1. CONDITIONS. Our commitment is subject to the satisfaction of the
conditions to Merger Subsidiary's obligations under the Recapitalization
Agreement (other than those conditions related to the receipt of equity
financing from Heartland contemplated by this commitment letter). We will be
entitled to the rights under, and obligated by, those Shareholders Agreement
provisions separately agreed to. Our commitment herein shall terminate in the
event of a termination of the Recapitalization Agreement in accordance with the
terms thereof.
2. FURTHER ASSURANCES. Xxxxxx Xxxxxxxxxx agrees to issue the shares
to Heartland and register the shares in the names and denominations requested by
Heartland. Each of the parties hereto covenants and agrees upon the request of
the other, to do, execute, acknowledge and deliver or cause to be done,
executed, acknowledged and delivered all such further acts, deeds, documents,
assignments, transfers, conveyances, powers of attorney and assurances as may be
reasonably necessary or desirable to give full effect to this agreement.
3. MISCELLANEOUS. This commitment letter shall be governed by and
construed in accordance with the laws of the State of New York. Each party
hereto irrevocably
and unconditionally submits for itself and its property in any legal action or
proceeding relating to this commitment letter of the transaction contemplated
hereby to the jurisdiction of the Courts of the State of New York (located in
New York City) and the Courts of the United States for the Southern District of
New York. The parties hereto agree to waive any rights to a jury trial in
connection herewith. This commitment letter may be signed in two or more
counterparts, any one of which need not contain the signature of more than one
party, but all such counterparts taken together shall constitute one and the
same agreement. The provisions of this commitment letter shall be binding upon
and inure to the benefit of the parties hereto and their respective successors,
including the surviving corporation in the Recapitalization. This commitment
letter may not be assigned.
[SIGNATURE PAGE FOLLOWS]
If this letter is agreeable to you, please so indicate by signing in
the space indicated.
Very truly yours,
HEARTLAND INDUSTRIAL PARTNERS, L.P.
By: Heartland Industrial Associates L.L.C.
its General Partner
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Senior Managing Director
Accepted and agreed to as of
the date first written above:
HEARTLAND SPRINGS INVESTMENT COMPANY
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: President
