EXECUTION COPY
Exhibit 4.1
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TRANCHE C TERM LOAN SUPPLEMENT
Dated as of May 12, 1999
Among
XXXXXXX & XXXXXX PRODUCTS CO.,
as Borrower,
THE LENDERS NAMED HEREIN,
And
THE CHASE MANHATTAN BANK,
as Administrative Agent
To The
CREDIT AGREEMENT
Dated as of May 28, 1998
Among
XXXXXXX & XXXXXX PRODUCTS CO.,
as Borrower,
XXXXXXX & XXXXXX CANADA INC.,
as a Canadian Borrower,
XXXXXXX & XXXXXX PLASTICS, LTD.,
as a Canadian Borrower,
XXXXXXX & XXXXXX CORPORATION,
as Guarantor,
THE LENDERS NAMED THEREIN,
BANK OF AMERICA NATIONAL TRUST & SAVINGS ASSOCIATION,
as Documentation Agent,
THE CHASE MANHATTAN BANK,
as Administrative Agent
And
THE CHASE MANHATTAN BANK OF CANADA
as Canadian Administrative Agent
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TABLE OF CONTENTS
Page
ARTICLE I.
DEFINITIONS
SECTION 1.01. Defined Terms..........................................1
ARTICLE II.
THE CREDITS
SECTION 2.01. Loans; Commitments.....................................2
SECTION 2.02. Notes; Repayment of Tranche C Term Loans...............2
SECTION 2.03. Repayment of Tranche C Term Borrowings.................2
SECTION 2.04. Applicable Margin......................................2
SECTION 2.05. Fees...................................................2
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
SECTION 3.01. Corporate Power; Authorization;
Enforceable Obligations................................2
SECTION 3.02. Financial Statements...................................3
SECTION 3.03. Representation and Warranties..........................3
ARTICLE IV.
CONDITIONS
SECTION 4.01. Conditions. ..........................................4
ARTICLE V.
MISCELLANEOUS
SECTION 5.01. Continuing Effect of Credit Agreement..................5
SECTION 5.02. Expenses...............................................6
SECTION 5.03. Applicable Law.........................................6
SECTION 5.04. Counterparts...........................................6
SECTION 5.05. Headings...............................................6
SECTION 5.06. Intercreditor Agreement................................6
Exhibits
Exhibit A Form of Acknowledgment and Consent
Exhibit B Form of Opinion
Schedules
1.01(A) Supplement to Schedule 1.01(A) of Credit Agreement:
Tranche C Term Loan Applicable Margin
2.01 Supplement to Schedule 2.01 of Credit Agreement:
Tranche C Term Loan Commitments
2.11 Supplement to Schedule 2.11 of Credit Agreement:
Tranche C Term Loan Amortization Schedule
i
TRANCHE C TERM LOAN SUPPLEMENT dated as of May 12, 1999 (this
"Supplement"), among XXXXXXX & XXXXXX PRODUCTS CO., a Delaware
corporation (the "Company"), the financial institutions party hereto
(the "Tranche C Lenders", and together with the Existing Lenders
referred to below, the "Lenders"), and THE CHASE MANHATTAN BANK, a New
York banking corporation ("Chase"), as administrative agent (in such
capacity, the "Administrative Agent"), to the Credit Agreement, dated
as of May 28, 1998 (as amended and waived to the date hereof, the
"Credit Agreement"), among the Company, Xxxxxxx & Xxxxxx Canada Inc.
("Xxxxxxx and Xxxxxx Canada"), Xxxxxxx & Xxxxxx Plastics, Ltd.
("Xxxxxxx and Xxxxxx Plastics," and collectively with Xxxxxxx and
Xxxxxx Canada, the "Canadian Borrowers"), Xxxxxxx & Xxxxxx
Corporation, the financial institutions parties thereto (the "Existing
Lenders"), Bank of America National Trust & Savings Association, as
documentation agent (in such capacity, the "Documentation Agent"), 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 Credit Agreement provides that it may be supplemented by a
Tranche C Term Loan Supplement, which, among other things, shall establish
Tranche C Term Loan Commitments and set forth the terms of Tranche C Term Loans;
and
WHEREAS, the Company has requested that the Credit Agreement be
supplemented by this Supplement to provide for the making available of the
Tranche C Term Loan Commitments and the addition of the Tranche C Lenders as new
Lenders under the Credit Agreement, as supplemented by this Supplement, who
shall hold Tranche C Term Loan Commitments and make Tranche C Term Loans
pursuant to the terms hereof and of the Credit Agreement, as supplemented by
this Supplement, in an amount equal to $100,000,000; and
WHEREAS, the Company, the Administrative Agent and the Tranche C Lenders
have agreed to supplement the Credit Agreement in the manner provided for and
pursuant to the terms and conditions contained herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
ARTICLE I.
DEFINITIONS
SECTION 1.01. Defined Terms Unless otherwise defined herein, terms defined
in the Credit Agreement are used herein as therein defined. The following terms
shall have the meanings specified below:
"Supplement Effective Date" shall mean the date on which the
conditions set forth in Article IV of this Supplement are satisfied or
waived.
2
"Tranche C Term Loan Maturity Date" shall mean December 31, 2005.
ARTICLE II.
THE CREDITS
SECTION 2.01. Loans; Commitments (a) Subject to the terms and conditions
herein and in the Credit Agreement and relying upon the representations and
warranties set forth herein and in the Credit Agreement, each Tranche C Lender
agrees, severally and not jointly, to make a Tranche C Term Loan to the Company
on the Supplement Effective Date in a principal amount not to exceed its Tranche
C Term Loan Commitment set forth opposite its name in Schedule 2.01. Amounts
paid or prepaid in respect of Tranche C Term Loans may not be reborrowed.
SECTION 2.02. Repayment of Tranche C Term Loans. The Company hereby
unconditionally promises to pay to the Administrative Agent for the account of
each Lender the principal amount of the Tranche C Term Loan of such Lender in
consecutive quarterly installments, payable each March 31, June 30, September 30
and December 31 in accordance with Section 2.11 of the Credit Agreement and this
Supplement (or the then unpaid principal amount of such Tranche C Term Loan, on
the date that such Tranche C Term Loan becomes due and payable pursuant to
Article VII of the Credit Agreement).
SECTION 2.03. Repayment of Tranche C Term Borrowings. The Tranche C Term
Borrowings shall be payable as to principal in such number of consecutive
installments, payable on such dates (each a "Tranche C Term Loan Repayment
Date") and in such amounts as set forth on Schedule 2.11.
SECTION 2.04. Applicable Margin. The Applicable Margin for Tranche C Term
Loans shall be, with respect to Eurodollar Loans, 3.25%, and with respect to ABR
Loans, 2.25%.
SECTION 2.05. Fees. The Company agrees to pay to the Administrative
Agent, on the Date of this Supplement, fees in the amounts previously agreed
to in writing by the Company.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
The Company represents and warrants to each of the Lenders that:
SECTION 3.01. Corporate Power; Authorization; Enforceable Obligations. (a)
The Company has the corporate power and authority, and the legal right, to make,
execute and deliver this Supplement and to perform the Loan Documents, as
supplemented by this Supplement, and has taken all necessary corporate action to
authorize the execution, delivery and performance of this Supplement and the
performance of the Loan Documents, as supplemented by this Supplement.
(b) No consent or authorization of, approval by, notice to, filing with
or other act by or in respect of, any Governmental Authority or any other Person
is required in connection with the
3
execution and delivery of this Supplement or with the performance, validity or
enforceability of the Loan Documents, as supplemented by this Supplement.
(c) This Supplement has been duly executed and delivered on behalf of the
Company.
(d) Each of this Supplement and each Loan Document, as supplemented by
this Supplement, constitutes a legal, valid and binding obligation of the
Company enforceable against the Company in accordance with its terms, except as
affected by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting the enforcement of
creditors' rights generally, general equitable principles (whether considered in
a proceeding in equity or at law) and an implied covenant of good faith and fair
dealing.
SECTION 3.02. Financial Statements. Holdings has heretofore furnished to
each of the Lenders consolidated balance sheets and consolidated statements of
income and cash flow of Holdings and its consolidated subsidiaries as of and for
the fiscal years ended December 26, 1998 and December 27, 1997, certified by
Xxxxxx Xxxxxxxx L.L.P., independent public accountants for Holdings. Such
balance sheet and statement of income and cash flows present fairly the
financial condition and results of operations of Holdings and its consolidated
subsidiaries on a consolidated basis as of the dates and for the periods
indicated. Neither Holdings nor any of its Subsidiaries had, at the date of the
most recent balance sheet referred to above, any material Guarantee, contingent
liability or liability for taxes, or any long-term lease or unusual forward or
long-term commitment, including, without limitation, any interest rate or
foreign currency swap or exchange transaction, which is not reflected in the
foregoing statements or in the notes thereto. The financial statements referred
to in this Section 3.02 have been prepared in accordance with GAAP applied on a
consistent basis.
SECTION 3.03. Representation and Warranties. The representations and
warranties made by the Company in each of the Loan Documents to which it is a
party and herein after giving effect to this Supplement and the transactions
contemplated hereby are true and correct in all material respects as if made on
and as of the Supplement 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 Credit Agreement therein
shall be deemed a reference to (i) the Credit Agreement, (ii) this Supplement
and (iii) the Credit Agreement as supplemented by this Supplement. Without
limitation of the foregoing, all payment obligations of the Company under the
Loan Documents (including payment obligations with respect to the Tranche C Term
Loans) constitute Senior Indebtedness (as defined in the Senior Subordinated
Notes Indenture), and all payment obligations of Holdings under the Loan
Documents (including payment obligations with respect to the Tranche C Term
Loans) constitute Senior Guarantor Indebtedness (as defined in the Senior
Subordinated Notes Indenture). The Credit Agreement, as supplemented by this
Supplement, is the Credit Agreement as defined in the Senior Subordinated Notes
Indenture.
ARTICLE IV.
CONDITIONS
4
SECTION 4.01. Conditions. The obligations of the Tranche C Lenders to make
Tranche C Term Loans hereunder and under the Credit Agreement, as supplemented
by this Supplement, are subject to the satisfaction of the following conditions:
(a)Each Tranche C Lender, if it so requests in accordance with
subsection 2.04(e) of the Credit Agreement, shall have received a duly
executed Tranche C Term Note, in each case, complying with the provisions
of Section 2.04 of the Credit Agreement.
(b)The Administrative Agent shall have received all fees and other
amounts due and payable on or prior to the Supplement Effective Date,
including reimbursement of any out-of-pocket expenses referred to in
Section 5.02 to the extent that notice thereof is given to the Company
prior to the Supplement Effective Date.
(c)The Administrative Agent shall have received the favorable written
opinions of (i) Cravath, Swaine & Xxxxx, special counsel for Holdings and
its subsidiaries and (ii) Xxxxxxxxx X. Xxxxxxx, Esq., general counsel for
Holdings and its subsidiaries dated the Supplement Effective Date and
addressed to the Lenders, each in form and substance satisfactory to the
Administrative Agent and covering the matters set forth in Exhibit B.
(d)The Administrative Agent shall have received (i) a copy of the
certificate or articles of incorporation, including all amendments
thereto, of the Company, certified as of a recent date by the Secretary of
State of the state of its organization, and a certificate as to the good
standing (or the equivalent thereof) of the Company as of a recent date,
from such Secretary of State; (ii) a certificate of the Secretary or
Assistant Secretary of the Company dated the Supplement Effective Date and
certifying (A) that attached thereto is a true and complete copy of the
by-laws of the Company as in effect on the Supplement Effective Date and
at all times since a date prior to the date of the resolutions described
in clause (B) below, (B) that attached thereto is a true and complete copy
of resolutions duly adopted by the Board of Directors of the Company
authorizing the execution, delivery and performance of the Loan Documents,
as supplemented by the Supplement, to which it is a party, the granting of
the Liens thereunder and the borrowings hereunder and thereunder, and that
such resolutions have not been modified, rescinded or amended and are in
full force and effect, (C) that the certificate or articles of
incorporation of the Company have not been amended since the date of the
last amendment thereto shown on the certificate of good standing furnished
pursuant to clause (i) above, and (D) as to the incumbency and specimen
signature of each officer executing this Supplement or any other document
delivered in connection herewith on behalf of the Company; (iii) a
certificate of another officer as to the incumbency and specimen signature
of the Secretary or Assistant Secretary executing the certificate
specified in (ii) above; and (iv) such other documents as the Tranche C
Lenders or their counsel or Xxxxxxx Xxxxxxx & Xxxxxxxx, special counsel
for the Administrative Agent, may reasonably request.
(e)After giving effect to this Supplement and to the making of the
Tranche C Term Loans and the application of the proceeds thereof, Holdings
shall be in compliance, as of the last day of the most recently ended
fiscal quarter, on a pro forma basis, with the covenants set forth in
Sections 6.14 and 6.16 of the Credit Agreement.
5
(f)The Administrative Agent shall have received a certificate, dated
the Supplement Effective Date and signed by a Financial Officer of the
Company, confirming compliance with the conditions precedent set forth in
paragraphs (k) and (l) of this Article IV.
(g)The Supplement Effective Date shall occur on or prior to May 13,
1999.
(h)Each Guarantor shall have agreed to and acknowledged, in the form
of Exhibit A hereto, this Supplement and shall have agreed that the
Guarantee Agreement, the Pledge Agreement and the Intercreditor Agreement
shall remain in full force and effect after giving effect to this
Supplement.
(i) All legal matters incident to this Supplement shall be reasonably
satisfactory to the Administrative Agent and to Xxxxxxx Xxxxxxx &
Xxxxxxxx, special counsel for the Administrative Agent.
(j) The Administrative Agent shall have received a notice of Borrowing
with respect to the Tranche C Term Loans as required by Section 2.03 of
the Credit Agreement.
(k)The representations and warranties set forth in each Loan Document
shall be true and correct in all material respects on and as of the date
of the making of the Tranche C Term Loans with the same effect as though
made on and as of such date, except to the extent such representations and
warranties expressly relate to an earlier date.
(l)At the time of and immediately after the Borrowing no Event of
Default or Default shall have occurred and be continuing.
The Borrowing on the Supplement Effective Date shall be deemed to constitute a
representation and warranty by the Company on the date of such Borrowing as to
the matters specified in paragraphs (k) and (l) of this Section 4.01.
ARTICLE V.
MISCELLANEOUS
SECTION 5.01. Continuing Effect of Credit Agreement. This Supplement shall
not constitute a supplement, amendment or waiver of any provision of the Credit
Agreement not expressly referred to herein and shall not be construed as a
supplement, amendment, waiver or consent to any action on the part of any party
hereto that would require a supplement, amendment, waiver or consent of the
Administrative Agent or the Lenders except as expressly stated herein. Except as
expressly supplemented hereby, the provisions of the Credit Agreement are and
shall remain in full force and effect. The parties to this Supplement shall be
and shall be deemed to be parties to the Credit Agreement with respect to the
matters set forth in this Supplement as if the terms of this Supplement were
actually incorporated in the Credit Agreement.
SECTION 5.02. Expenses. The Company agrees 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 Supplement and any other documents
6
prepared in connection herewith, and consummation of the transactions
contemplated hereby and thereby, including the fees and expenses of Xxxxxxx
Xxxxxxx & Xxxxxxxx, special counsel to the Administrative Agent, and (b) the
enforcement or preservation of any rights under this Supplement and any other
such documents.
SECTION 5.03. Applicable Law. THIS SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 5.04. Counterparts. This Supplement may be executed in two or
more counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one contract.
SECTION 5.05. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Supplement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Supplement.
SECTION 5.06. Intercreditor Agreement. The obligations of the Company and
the Guarantors in respect of the Tranche C Term Loans are guaranteed and secured
as provided in the Guarantee Agreement and the Pledge Agreement, and the Tranche
C Term Loans and the Tranche C Lenders are subject to and entitled to the
benefits of the Intercreditor Agreement, the Guarantee Agreement and the Pledge
Agreement.
7
IN WITNESS WHEREOF, the Company, the Administrative Agent, and the Tranche
C Lenders have caused this Supplement to be duly executed by their respective
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: Executive Vice President
and Chief Financial Officer
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a
Tranche C Lender
by
-----------------------------
Name:
Title:
IN WITNESS WHEREOF, the Company, the Administrative Agent, and the Tranche
C Lenders have caused this Supplement to be duly executed by their respective
authorized officers as of the day and year first above written.
XXXXXXX & XXXXXX PRODUCTS CO.
by
---------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a
Tranche C Lender
by /s/ Xxx Xxxxxx
-----------------------------
Name: X. Xxxxxx
Title: Vice President
CYPRESSTREE INVESTMENT FUND, LLC
By: CYPRESSTREE INVESTMENT MANAGEMENT
COMPANY, INC. its Managing Member
by /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: XXXXX X. XXXXXXX
Title: MANAGING DIRECTOR
CYPRESSTREE INSTITUTIONAL FUND, LLC
By: CYPRESSTREE INVESTMENT MANAGEMENT
COMPANY, INC. its Managing Member
by /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: XXXXX X. XXXXXXX
Title: MANAGING DIRECTOR
NATIONSBANK, N.A.
by /s/ Xxxxxx X. Xxxxxxxx
------------------------------
Name: XXXXXX X. XXXXXXXX
Title: MANAGING DIRECTOR
NORTH AMERICAN SENIOR FLOATING
RATE FUND
By: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., as
Portfolio Manager
by /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: XXXXX X. XXXXXXX
Title: MANAGING DIRECTOR
KZH APPALOOSA LLC
by /s/ Xxxxx Xxxx
------------------------------
Name: Xxxxx Xxxx
Title: Authorized Agent
KZH APPALOOSA LLC
by /s/ Xxxxx Xxxx
------------------------------
Name: XXXXX XXXX
Title: AUTHORIZED AGENT
KZH STERLING LLC
by /s/ Xxxxxxxx Xxxxxx
-------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND II, INC.
by /s/ Xxxx Xxxxxxx
-------------------------------
Name: Xxxx Xxxxxxx
Title: Authorized Signatory
DEBT STRATEGIES FUND III, INC.
by /s/ Xxxx Xxxxxxx
----------------------------
Name: Xxxx Xxxxxxx
Title: Authorized Signatory
DEBT STRATEGIES FUND II, INC.
by /s/ Xxxx Xxxxxxx
------------------------------
Name: Xxxx Xxxxxxx
Title: Authorized Signatory
SEQUILS I, LTD
By: TCW Advisors, Inc. as its
Collateral Manager
by /s/ Xxxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
by /s/ Xxxxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
SRF TRADING, INC.
by /s/ Xxxxx X. Xxxxxx
------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
Toronto Dominion (Texas), Inc.
by /s/ Xxxxx X. Xxxxxx
------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
SCHEDULE 2.11
TO
SUPPLEMENT
Supplement to Schedule 2.11 to Credit Agreement
Tranche C Term Loan Amortization Schedule
Tranche C Term
Date Loan Amortization
---- -----------------
December 31, 1998 N.A.
March 31, 1999 N.A.
June 30, 1999 N.A.
September 30, 1999 N.A.
December 31, 1999 $1,000,000
March 31, 2000 $1,000,000
June 30, 2000 $1,000,000
September 30, 2000 $1,000,000
December 31, 2000 $1,000,000
March 31, 2001 $1,000,000
June 30, 2001 $1,000,000
September 30, 2001 $1,000,000
December 31, 2001 $1,000,000
March 31, 2002 $1,000,000
June 30, 2002 $1,000,000
September 30, 2002 $1,000,000
December 31, 2002 $1,000,000
March 31, 2003 $1,000,000
June 30, 2003 $1,000,000
September 30, 2003 $1,000,000
December 31, 2003 $1,000,000
March 31, 2004 $1,000,000
June 30, 2004 $1,000,000
September 30, 2004 $1,000,000
December 31, 2004 $1,000,000
March 31, 2005 $1,000,000
June 30, 2005 $1,000,000
September 30, 2005 $38,500,000
December 31, 2005 $38,500,000
Total: $100,000,000
EXHIBIT A
TO
SUPPLEMENT
ACKNOWLEDGMENT AND CONSENT
Each of the undersigned Persons hereby:
(a) acknowledges and consents to the execution, delivery and performance of
the Tranche C Term Loan Supplement, dated as of May 12, 1999 (the "Supplement"),
among XXXXXXX & XXXXXX PRODUCTS CO. (the "Company"), the financial institutions
party thereto, and THE CHASE MANHATTAN BANK, as administrative agent (in such
capacity, the "Administrative Agent"), to the Credit Agreement, dated as of May
28, 1998 (as the same may be amended, supplemented or otherwise modified from
time to time, and as supplemented by the Supplement, the "Credit Agreement"),
among the Company, Xxxxxxx & Xxxxxx Canada Inc., ("Xxxxxxx and Xxxxxx Canada"),
Xxxxxxx & Xxxxxx Plastics, Ltd. ("Xxxxxxx and Xxxxxx Plastics," and collectively
with Xxxxxxx and Xxxxxx Canada, the "Canadian Borrowers"), Xxxxxxx & Xxxxxx
Corporation, the financial institutions parties thereto, Bank of America
National Trust & Savings Association, as documentation agent, the Administrative
Agent, and The Chase Manhattan Bank of Canada, as Canadian administrative agent;
(b) acknowledges and agrees that all obligations of the Company and the
Guarantors in respect of the Supplement, the Tranche C Term Loan Commitments and
the Tranche C Term Loans constitute "Obligations" as defined in the
Intercreditor Agreement, "Guaranteed Obligations" as defined in the Guarantee
Agreement, and "Secured Obligations" as defined in the Pledge Agreement, and the
Tranche C Term Loans and the Tranche C Lenders are subject to and entitled to
the benefits of the Intercreditor Agreement, the Guarantee Agreement and the
Pledge Agreement; and
(c) 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: May 12, 1999
XXXXXXX & XXXXXX PRODUCTS CO.
By: /s/ J. Xxxxxxx Xxxxx
----------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President and
Chief Financial Officer
XXXXXXX & XXXXXX CANADA INC.
By: /s/ J. Xxxxxxx Xxxxx
----------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President and
Chief Financial Officer
XXXXXXX & XXXXXX PLASTICS, LTD.
By: /s/ J. Xxxxxxx Xxxxx
----------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President and
Chief Financial Officer
2
XXXXXXX & XXXXXX CORPORATION
By: /s/ J. Xxxxxxx Xxxxx
----------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President and
Chief Financial Officer
XXXXXXX & XXXXXX ACCESORY MATS, INC.
By: /s/ J. Xxxxxxx Xxxxx
----------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President and
Chief Financial Officer
DURA CONVERTIBLE SYSTEMS, INC.
By: /s/ J. Xxxxxxx Xxxxx
----------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President and
Chief Financial Officer
WICKES ASSET
MANAGEMENT, INC.
By: /s/ J. Xxxxxxx Xxxxx
----------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President and
Chief Financial Officer
XXXXXXX & XXXXXX INTERNATIONAL CORPORATION
By: /s/ A. Xxxxxx Xxxxxx
----------------------------------------
Name: A. Xxxxxx Xxxxxx
Title: Vice President and Treasurer
3
WICKES REALTY, INC.
By: /s/ J. Xxxxxxx Xxxxx
----------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President and
Chief Financial Officer
AMCO CONVERTIBLE FABRICS, INC.
By: /s/ J. Xxxxxxx Xxxxx
----------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President and
Chief Financial Officer
XXXXXXX & XXXXXX PLASTICS, INC.
By: /s/ J. Xxxxxxx Xxxxx
----------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President and
Chief Financial Officer
XXXXXXX & XXXXXX EUROPE, INC.
By: /s/ J. Xxxxxxx Xxxxx
----------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President and
Chief Financial Officer
PACJ, INC.
By: /s/ J. Xxxxxxx Xxxxx
----------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President and
Chief Financial Officer
XXXXXXX & XXXXXX CARPET & ACOUSTICS (TN),
INC.
By: /s/ J. Xxxxxxx Xxxxx
----------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President and
Chief Financial Officer
XXXXXXX & XXXXXX CARPET & ACOUSTICS (MI),
INC.
By: /s/ J. Xxxxxxx Xxxxx
----------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President and
Chief Financial Officer
XXXXXXX & XXXXXX AUTOMOTIVE INTERNATIONAL,
INC.
By: /s/ J. Xxxxxxx Xxxxx
-------------------------------
Name: J. Xxxxxxx Xxxxx
Title: Vice President
XXXXXXX & XXXXXX ASSET SERVICES, INC.
By: /s/ J. Xxxxxxx Xxxxx
-------------------------------
Name: J. Xxxxxxx Xxxxx
Title: Vice President
CW MANAGEMENT CORPORATION
By: /s/ J. Xxxxxxx Xxxxx
-------------------------------
Name: J. Xxxxxxx Xxxxx
Title: Vice President
XXXXXXX SERVICES, INC.
By: /s/ J. Xxxxxxx Xxxxx
-------------------------------
Name: J. Xxxxxxx Xxxxx
Title: Vice President
SAF SERVICES CORPORATION
By: /s/ J. Xxxxxxx Xxxxx
-------------------------------
Name: J. Xxxxxxx Xxxxx
Title: Vice President
XXXXXXX & XXXXXX (GIBRALTAR) LIMITED
By: /s/ J. Xxxxxxx Xxxxx
-------------------------------
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President and
Chief Financial Officer
