Exhibit 4.15
AMENDED AND RESTATED
CREDIT AGREEMENT DATED
AS OF JUNE 3, 1996
AMENDMENT
AMENDMENT, dated as of March 27, 1997 (this "Amendment"), to
the Amended and Restated Credit Agreement, dated as of June 3, 1996 (as amended
prior to the date hereof and as further amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among XXXXXXX & XXXXXX
PRODUCTS CO., a Delaware corporation (the "Borrower"), XXXXXXX & XXXXXX CANADA
INC., a Canadian corporation (the "Canadian Borrower"), XXXXXXX & XXXXXX
CORPORATION, a Delaware corporation ("Holdings"), the financial institutions
parties thereto (the "Lenders") and THE CHASE MANHATTAN BANK (formerly known as
Chemical Bank), a New York banking corporation, as agent to the lenders
thereunder (in such capacity, the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, the Borrower, the Canadian Borrower and Holdings have
requested the Lenders to amend the Credit Agreement as set forth herein; and
WHEREAS, the Lenders are willing to amend the Credit Agreement
on and subject to the terms and conditions thereof;
NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by each of the parties
hereto, the parties agree as follows:
SECTION 1. Definitions. Unless otherwise defined herein,
terms defined in the Credit Agreement are used herein as therein defined.
SECTION 2. Amendment of Section 6.02 (Dividends and
Distributions). Section 6.02(b) of the Credit Agreement is hereby amended by
inserting immediately at the end thereof the phrase" plus an additional
$12,000,000 for the period from April 1, 1997 through December 31, 1997".
SECTION 3. Representations and Warranties. The parties hereto
hereby represent and warrant to the Administrative Agent and each Lender that
after giving effect to the amendments contained herein, each party hereto hereby
confirms, reaffirms and restates the representations and warranties set forth in
Article III of the Credit Agreement as if made on and as of the Amendment
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 (iii) the Credit
Agreement as amended by this Amendment.
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SECTION 4. Conditions Precedent. This Amendment shall become
effective as of the date hereof (the "Amendment Effective Date") when each of
the conditions precedent set forth below shall have been fulfilled:
(a) Amendment. The Administrative Agent shall have received
this Amendment, executed and delivered by a duly authorized officer of each of
the Borrower, the Canadian Borrower, Holdings and the Required Lenders.
(b) No Default or Event of Default. On and as of the Amendment
Effective Date and after giving effect to this Amendment 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 Borrower and the Canadian Borrower in the Credit
Agreement and herein after giving effect to this Amendment and the transactions
contemplated hereby shall be true and correct in all material respects on and as
of the Amendment 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) Acknowledgement, Consent and Amendment. The Administrative
Agent shall have received from each of Holdings, the Borrower, the Canadian
Borrower and the other Loan Parties with respect to each Loan Document to which
it is a party a duly executed Acknowledgment, Consent and Amendment,
substantially in the form of Exhibit A hereto.
SECTION 5. Continuing Effect of Credit Agreement. This
Amendment 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 amended
and waived hereby, the provisions of the Credit Agreement are and shall remain
in full force and effect.
SECTION 6. Expenses. The Borrower and the Canadian Borrower
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 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 any other such documents.
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SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.
SECTION 8. Counterparts. This Amendment 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 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: Executive Vice President and Chief Financial Officer
XXXXXXX & XXXXXX CANADA INC.
By /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
XXXXXXX & XXXXXX CORPORATION
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 Lender
By /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Vice President
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BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Managing Agent and a Lender
by /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Managing Director
NATIONSBANK, N.A., as Managing Agent and aLender
by /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
AERIES FINANCE LTD.
By /s/ Xxxxxx Xxx Xxxxxxx
Name: Xxxxxx Xxx Xxxxxxx
Title: Director
CERES FINANCE LTD.
By /s/ Xxxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Director
STRATA FUNDING LTD.
By /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Director
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RESTRUCTURED OBLIGATIONS BACKED BY SENIOR ASSETS B.V.
By: Chancellor LGT Senior Secured Management, Inc., as Portfolio
Advisor
By /s/ Xxxxxxxxxxx X. Xxxxxx
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Director
BANK OF IRELAND - GRAND CAYMAN BRANCH
By /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Assistant Vice President
THE BANK OF NEW YORK
By /s/ Xxx Xxxxx Xxxxxx
Name: Xxx Xxxxx Xxxxxx
Title: Assistant Vice President
THE BANK OF NOVA SCOTIA
By /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Relationship Manager
BANK OF SCOTLAND
By /s/ Xxxxx Xxxx Tat
Name: Xxxxx Xxxx Tat
Title: Assistant Vice President
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BANK OF TOKYO - MITSUBISHI TRUST COMPANY
By
Name:
Title:
BANQUE PARIBAS
By
Name:
Title:
BRANCH BANKING AND TRUST COMPANY
By /s/ W. Xxxxx Xxxxx
Name: W. Xxxxx Xxxxx
Title: Senior Vice President
OCTAGON CREDIT INVESTORS LOAN PORTFOLIO (a unit of The
Chase Manhattan Bank)
By /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
CIBC INC.
By /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Director, CIBC Wood Gundy Securities Corp. AS AGENT
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COMPAGNIE FINANCIERE DE CIC ET DE L'UNION EUROPEENNE
By /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: First Vice President
By /s/ Xxxxx X'Xxxxx
Name: Xxxxx X'Xxxxx
Title: Vice President
CREDIT LYONNAIS, NEW YORK BRANCH AND CREDIT LYONNAIS ATLANTA AGENCY
By /s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Senior Vice President
By
Name:
Title:
CREDITANSTALT CORPORATE FINANCE, INC.
By /s/ W. Xxxxx Xxxxx
Name: W. Xxxxx Xxxxx
Title: Senior Associate
By /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: EVP
CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company
its Investment Manager
By
Name:
Title:
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CRESTAR BANK
By
Name:
Title:
DRESDNER BANK, A.G. NEW YORK AND GRAND CAYMAN BRANCHE
By /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
By /s/ Xxxxxxxxxxx X. Xxxxxxx
Name: Xxxxxxxxxx X. Xxxxxxx
Title: Assistant Treasurer
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
By /s/ Xxxxx Silendo
Name: Xxxxx Silendo
Title: Vice President
FUJI BANK
By
Name:
Title:
GIROCREDIT BANK
By /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Vice President
By /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: First Vice President
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INDOSUEZ CAPITAL FUNDING II LTD.
By: Indosuez Capital, as Portfolio Advisor
By /s/ Xxxxxxxxx Xxxxxxxxx
Name: Xxxxxxxxx Xxxxxxxxx
Title: Vice President
THE INDUSTRIAL BANK OF JAPAN, LTD.
By /s/ Takuya Honjo
Name: Takuya Honjo
Title: Senior Vice President
THE LONG-TERM CREDIT BANK OF JAPAN LTD., NEW YORK BRANCH
By /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Deputy General Manager
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
By
Name:
Title:
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P.,
as Investment Advisor
By /s/ Xxxxxxxx Xxxxx xx Xxxx
Name: Xxxxxxxx Xxxx xx Xxxx
Title: Senior Vice President
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SENIOR HIGH INCOME PORTFOLIO, INC.
By
Name:
Title:
SENIOR HIGH INCOME PORTFOLIO,
INC., as successor in interest
to SENIOR HIGH INCOME PORTFOLIO
II, INC.
By
Name:
Title:
SENIOR HIGH INCOME PORTFOLIO,
INC., as successor in interest
to SENIOR STRATEGIC INCOME FUND,
INC.
By
Name:
THE MITSUBISHI TRUST AND BANKING CORPORATION
By
Name:
Title:
NBD BANK
By
Name:
Title:
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NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
By NEW YORK LIFE INSURANCE COMPANY
By /s/ Xxxxxx X. Benerento
Name: Xxxxxx X. Benerento
Title: Assistant Vice President
THE NIPPON CREDIT BANK, LTD.
By /s/ Xxxxxxxx Xxxxxxxx
Name: Xxxxxxxx Xxxxxxxx
Title: Senior Manager
SOCIETE GENERALE
By /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Vice President, Manager
THE SUMITOMO TRUST & BANKING CO., LTD.
By /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President, Manager, Corporate Finance Dept.
SUNTRUST BANK, ATLANTA
By /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Banking Officer
By /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Group Vice President
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THE TORONTO-DOMINION BANK
By /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Manager, Credit Administration
THE TRAVELERS INSURANCE COMPANY
By
Name:
Title:
THE TRAVELERS INDEMNITY COMPANY
By
Name:
Title:
UNITED STATES NATIONAL BANK OF OREGON
By /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Senior Vice President
XXX XXXXXX AMERICAN CAPITAL PRIME RATE INCOME TRUST
By
Name:
Title:
00
XXXXXXXX XXXX XX XXXXX XXXXXXXX, N.A.
By /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Senior Vice President
XXXXX FARGO BANK
By /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
THE YASUDA TRUST & BANKING CO., LTD.
By /s/ Xxxxxxxx Xxxxxx
Name: Xxxxxxxx Xxxxxx
Title: Chief Representative
BANQUE FRANCAISE DU COMMERCE EXTERIEUR
By:
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as Investment Advisor
By:
Name:
Title:
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PARIBAS CAPITAL FUNDING LLC
By:
Name:
Title:
ML CBO IV (CAYMAN) LTD.
By: Protective Asset Management LLC, as Collateral Manager
By: /s/ Xxxxx Xxxxxxx
Name: /s/ Xxxxx Xxxxxxx, CPA, CFA
Title: President
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EXHIBIT A TO
AMENDMENT
ACKNOWLEDGEMENT, CONSENT AND AMENDMENT
Each of the undersigned corporations hereby:
(a) acknowledges and consents to the execution, delivery and
performance of the Amendment, dated as of March 27, 1997 (the "Amendment") to
the Amended and Restated Credit Agreement dated as of June 3, 1996 (as the same
may be amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Xxxxxxx & Xxxxxx Canada Inc. (the "Canadian
Borrower") Xxxxxxx & Xxxxxx Products Co. (the "Borrower"), Xxxxxxx & Xxxxxx
Corporation ("Holdings"), the several banks and other institutions from time to
time parties to the Credit Agreement (the "Lenders") and The Chase Manhattan
Bank, as administrative agent to the lenders thereunder (in such capacity, the
"Administrative Agent"); and
(b) agrees that such execution, delivery and performance shall not in
any way affect such corporation's obligations under any Loan Document (as
defined in the Credit Agreement) to which such corporation 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: March 27, 1997
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/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
XXXXXXX & XXXXXX CORPORATION
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
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THE AKRO CORPORATION
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
IMPERIAL WALLCOVERINGS, INC.
By /s/ J. Xxxxxxx Xxxxx
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
MARKETING SERVICE, INC.
By /s/ J. Xxxxxxx Xxxxx
Name: J. Xxxxxxx Xxxxx
Title: Vice President
GREFAB, INC.
By /s/ J. Xxxxxxx Xxxxx
Name: J. Xxxxxxx Xxxxx
Title: Vice President
WICKES ASSET
MANAGEMENT, INC.
By /s/ J. Xxxxxxx Xxxxx
Name: J. Xxxxxxx Xxxxx
Title: Vice President
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XXXXXXX & XXXXXX INTERNATIONAL CORPORATION
By /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Vice President, Treasurer
WICKES MANUFACTURING COMPANY
By /s/ Xxxxxx Xxxxxxx, Jr.
Name: Xxxxxx Xxxxxxx, Jr.
Title: Assistant Treasurer
WICKES REALTY, INC.
By /s/ J. Xxxxxxx Xxxxx
Name: J. Xxxxxxx Xxxxx
Title: Vice President
ACK-TI-LINING, INC.
By /s/ J. Xxxxxxx Xxxxx
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President
AMCO CONVERTIBLE FABRICS, INC.
By /s/ J. Xxxxxxx Xxxxx
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
3
MANCHESTER PLASTICS, INC.
By /s/ J. Xxxxxxx Xxxxx
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
XXXXXX PLASTICS, INC.
By /s/ J. Xxxxxxx Xxxxx
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
XXXXXXX & XXXXXX PROPERTIES, INC. (f/k/a XXXXXXX & XXXXXX FLOOR
COVERINGS) GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Secretary and Treasurer
XXXXXXX & XXXXXX CARPE& 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
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