Exhibit 10.16
SECOND AMENDMENT
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SECOND AMENDMENT (this "Amendment"), dated as of May 24, 1999, among
GLOBE HOLDINGS, INC., a Massachusetts corporation ("Holdings"), GLOBE
MANUFACTURING CORP., an Alabama corporation (the "Borrower"), the several
lenders from time to time party to the Credit Agreement referred to below (the
"Lenders"), MERRILL LYNCH, PIERCE, FENNER & SMITH, INC., as Syndication Agent
(the "Syndication Agent"), and BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as Administrative Agent (the "Administrative Agent"). All
capitalized terms used herein and not otherwise defined herein shall have the
respective meanings provided such terms in the Credit Agreement.
W I T N E S S E T H:
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WHEREAS, Holdings, the Borrower, the Lenders, the Syndication Agent
and the Administrative Agent are party to a Credit Agreement, dated as of July
31, 1998 (as amended, modified or supplemented through, but not including, the
date hereof, the "Credit Agreement"); and
WHEREAS, the Borrower has requested that the Lenders provide the
amendment provided for herein and the Lenders have agreed to provide such
amendment on the terms and conditions set forth herein;
NOW, THEREFORE, it is agreed:
1. Section 8.07 of the Credit Agreement is hereby amended by
inserting the following new clause (i) at the end thereof:
"(i) In addition to the foregoing, the Borrower may incur up to
$3,500,000 of Capital Lease Obligations for a new SAP computer
system so long as such obligations are incurred in its 1999
fiscal year."
2. In order to induce the Lenders to enter into this Amendment, each
of Holdings and the Borrower hereby represents and warrants that (i) no Default
or Event of Default exists as of the Second Amendment Effective Date (as defined
below), both before and after giving effect to this Amendment, and (ii) all
representations and warranties contained in the Credit Agreement and in the
other Loan Documents are true and correct in all material respects as of the
Second Amendment Effective Date, both before and after giving effect to this
Amendment.
3. This Amendment shall become effective on the date (the "Second
Amendment Effective Date") when the Administrative Agent, the Required Lenders,
Holdings and the Borrower shall have signed a counterpart hereof (whether the
same or different counterparts) and shall have delivered (including by way of
facsimile transmission) the same to the Administrative Agent as provided in
Section 12.02 of the Credit Agreement.
4. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Loan Document.
5. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.
6. All references in the Credit Agreement and each of the Loan
Documents to the Credit Agreement shall be deemed to be references to the Credit
Agreement after giving effect to this Amendment.
7. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK.
* * *
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
hereof.
GLOBE HOLDINGS, INC.
By: /s/ Lawrence R. Walsh
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Name: LAWRENCE R. WALSH
Title: VICE PRESIDENT
GLOBE MANUFACTURING CORP.
By: /s/ Lawrence R. Walsh
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Name: LAWRENCE R. WALSH
Title: VICE PRESIDENT
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as
Administrative Agent
By: /s/ Dietmar Scheil
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Name: DIETMAR SCHEIL
Title: VICE PRESIDENT
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as
Lender
By: /s/ Heidi-Anne Sandquist
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Name: HEIDI-ANNE SANDQUIST
Title: VICE PRESIDENT
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MERRILL LYNCH CAPITAL CORPORATION
By: /s/ Carol J.E. Feeley
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Name: CAROL J.E. Feeley
Title: VICE PRESIDENT/DIRECTOR
ALLIANCE INVESTMENT
OPPORTUNITIES FUND, L.L.C.
By: Alliance Investment Opportunities
Management L.L.C., as Managing Member
By: Alliance Capital Management L.P., as
Managing Member
By: Alliance Capital Management
Corporation, as General Partner
By: /s/ Nelson Jantzen
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Name: NELSON JANTZEN
Title: SENIOR VICE PRESIDENT
ALLSTATE INSURANCE COMPANY
By:
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Name:
Title:
ALLSTATE LIFE INSURANCE COMPANY
By:
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Name:
Title:
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ARCHIMEDES FUNDING, L.L.C.
By: ING Capital Advisors, Inc., as Collateral
Manager
By: /s/ JANE M. NELSON
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Name: Jane M. Nelson
Title: Senior Vice President
BHF-BANK AKTIENGESELLSCHAFT
By: /s/ MICHAEL PELLERITO
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Name: Michael Pellerito
Title: Assistant Vice President
By: /s/ PERRY FORMAN
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Name: Perry Forman
Title: Vice President
CYPRESS TREE INSTITUTIONAL FUND, LLC
By: Cypress Tree Investment Management Company,
Inc., its Managing Manager
By: /s/ TIMOTHY M. BARNES
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Name: Timothy M. Barnes
Title: Managing Director
CYPRESS TREE INVESTMENT FUND, LLC
By: Cypress Tree Investment Management
Company, Inc., its Managing Manager
By: /s/ TIMOTHY M. BARNES
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Name: Timothy M. Barnes
Title: Managing Director
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CYPRESS TREE INVESTMENT MANAGEMENT COMPANY,
INC.
As: Attorney-in-Fact and on behalf of First
Allmerica Financial Life Insurance Company
as Portfolio Manager
By: /s/ TIMOTHY M. BARNES
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Name: Timothy M. Barnes
Title: Managing Director
EATON VANCE SENIOR INCOME TRUST
By: Eaton Vance Management, as Investment
Advisor
By: /s/ PAYSON F. SWAFFIELD
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Name: Payson F. Swaffield
Title: Vice President
FIRST SOURCE FINANCIAL LLP
By: First Source Financial Inc., its
Agent/Member
By: /s/ JEFFREY A. CERNY
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Name: Jeffrey A. Cerny
Title: Vice President
FLEET NATIONAL BANK
By: /s/ OLIVER BENNETT
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Name: Oliver Bennett
Title: Senior Vice President
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HELLER FINANCIAL, INC.
By: /s/ Sheila C. Weimer
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Name: Sheila C. Weimer
Title: Vice President
ING HIGH INCOME PRINCIPAL
PRESERVATION FUND
HOLDINGS, LDC
By: ING Capital Advisors, Inc. as
Investment Advisor
By: /s/ Jane M. Nelson
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Name: Jane M. Nelson
Title: Senior Vice President
KZH - CYPRESSTREE-1 CORPORATION
By: /s/ Peter Chin
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Name: Peter Chin
Title: Authorized Agent
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By:
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Name:
Title:
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MORGAN STANLEY DEAN WITTER
PRIME INCOME TRUST
By: c/o Morgan Stanley Dean Witter
Advisors, Inc.
By:
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Name:
Title:
NATIONAL CITY BANK
By:
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Name:
Title:
OXFORD STRATEGIC INCOME FUND
By: Eaton Vance Management, as
Investment Advisor
By: /s/ Payson F. Swaffield
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Name: Payson F. Swaffield
Title: Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as
Investment Advisor
By: /s/ Payson F. Swaffield
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Name: Payson F. Swaffield
Title: Vice President
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STATE STREET BANK AND TRUST CO.
By: /s/ Thomas M. O'Reilly
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Name: Thomas M. O'Reilly
Title: Vice President
SUNTRUST BANK
By: /s/ David W. Penter
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Name: David W. Penter
Title: Senior Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ David W. Kinkela
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Name: David W. Kinkela
Title: Vice President
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