NationsBank
000 Xxxxx Xxxxx Xxxxxx, XX0-000-00-00
Xxxxxxxxx, XX 00000
[NATIONSBANK logo]
November 12, 1996
XXXXXXX XXXXXXXX COMPANY, INC.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: CREDIT AGREEMENT
Gentlemen:
Reference is made to that certain Credit Agreement dated as of October 29, 1996,
by and among Xxxxxxx Xxxxxxxx Company, Inc. (the "Borrower"), the banks listed
on the signature pages thereto (the "Banks"), and NationsBank, N.A. as agent
(the "Agent") for the Banks, as amended from time to time (as amended, the
"Credit Agreement"), pursuant to which the Banks have made available to the
Borrower certain term loans, revolving loans and letters of credit. Capitalized
terms not otherwise defined herein shall have the meanings ascribed to them in
the Credit Agreement.
Section 2.15(e) of the Credit Agreement establishes the requirement for the
Borrower to pay to the Banks certain continuation fees (the "Term Loan
Continuation Fees") in the event that Term Loans remain outstanding as of
particular measurement dates. By this letter agreement, the Borrower, the Banks
and the Agent hereby agree to modify section 2.15(e) to read in its entirety as
follows:
(e) Term Loan Continuation Fees. In the event that either (1) the
Term Loans remain outstanding on March 31, 1997 or (2) an Event of
Default occurs under section 6.01 hereof, then the Borrower shall pay to
the Banks, in a lump sum, a fee in the amount of $2,500,000.00 (the
"Continuation Fees"). Such fees shall be allocated among the Banks pro
rata according to their respective Commitment Percentages. Such fees
shall be due and payable on the fifth Business Day following the earlier
of March 31, 1997 or the date of the occurrence of such Event of
Default. Notwithstanding the foregoing, in the event that no Term Loans
remain outstanding on March 31, 1997 or any time thereafter, and no
Event of Default has occurred, the Borrower shall have not obligation to
pay such Continuation Fees to the Banks or any part thereof.
In consideration of the Banks' and the Agent's agreeing to amend section 2.15(e)
of the Credit Agreement, the Borrower shall pay to the Agent, for the ratable
benefit of the Banks according to their Commitment Percentages, an amendment fee
of $250,000.00. The amendment of section 2.15(e) shall be effective as of the
date that the Borrower pays such amendment fee to the Agent for the benefit of
the Banks. The Borrower acknowledges that the amendment of section 2.15(e) as
set forth herein provides it valuable and immediate consideration and to the
extent that either of the conditions precedent to the payment of the
Continuation Fees occurs, such Continuation Fees shall have been fully earned by
the Banks.
PAGE 16 OF 18
XXXXXXX XXXXXXXX COMPANY, INC.
November 12, 1996
Page 2
This letter agreement has been executed by each of the Agent, the Banks, the
Borrower and the parties to the various Subsidiaries Guarantees, each
acknowledging their consent and agreement to the terms of this letter agreement.
Sincerely,
NATIONSBANK, N.A. individually as
a Bank and as the Agent
By: S/ Xxxxx X. Xxxxxxx
_____________________________________
Title: Senior V.P.
__________________________________
FLEET BANK
By: S/ Xxxx Xxxx
_____________________________________
Title: Senior V.P.
__________________________________
THE BANK OF NEW YORK
By: S/ Xxxxxx Xxxxx
_____________________________________
Title: V. P.
__________________________________
THE DAIWA BANK, LIMITED
By: S/ Jun Okuda
_____________________________________
Title: Attorney-In-Fact
__________________________________
XXXXXXX XXXXXXXX COMPANY, INC.
By: S/ Xxxxxx X. Xxxxx
_____________________________________
Title: V.P.
__________________________________
[Signatures Continued]
PAGE 17 OF 18
XXXXXXX XXXXXXXX COMPANY, INC.
November 12, 1996
Page 3
XXXXXXXXXX/LANSING COMPANY
XXXXXXX REAL ESTATE CORPORATION
CORTICELLI REAL ESTATE CORP.
THE XXXXXXXX & XXXXXXXX
MANUFACTURING CO.
XXXXXXXX THREADS, INC.
BRIDGE REALTY CO.
By: S/ Xxxxxx X. Xxxxx
_____________________________________
Title: V.P.
__________________________________
PAGE 18 OF 18
