Exhibit 10.16 SECOND AMENDMENT ---------------- 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: ------------------- 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. * * * -2- 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 ----------------------- Name: LAWRENCE R. WALSH Title: VICE PRESIDENT GLOBE MANUFACTURING CORP. By: /s/ Lawrence R. Walsh ----------------------- Name: LAWRENCE R. WALSH Title: VICE PRESIDENT BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Administrative Agent By: /s/ Dietmar Scheil --------------------- Name: DIETMAR SCHEIL Title: VICE PRESIDENT BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Lender By: /s/ Heidi-Anne Sandquist -------------------------- Name: HEIDI-ANNE SANDQUIST Title: VICE PRESIDENT -3- MERRILL LYNCH CAPITAL CORPORATION By: /s/ Carol J.E. Feeley ---------------------------- 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 ---------------------------- Name: NELSON JANTZEN Title: SENIOR VICE PRESIDENT ALLSTATE INSURANCE COMPANY By: ---------------------------- Name: Title: ALLSTATE LIFE INSURANCE COMPANY By: ---------------------------- Name: Title: -4- ARCHIMEDES FUNDING, L.L.C. By: ING Capital Advisors, Inc., as Collateral Manager By: /s/ JANE M. NELSON ------------------------------- Name: Jane M. Nelson Title: Senior Vice President BHF-BANK AKTIENGESELLSCHAFT By: /s/ MICHAEL PELLERITO ------------------------------- Name: Michael Pellerito Title: Assistant Vice President By: /s/ PERRY FORMAN ------------------------------- 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 ------------------------------- 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 ------------------------------- Name: Timothy M. Barnes Title: Managing Director -5- 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 ----------------------------------------- Name: Timothy M. Barnes Title: Managing Director EATON VANCE SENIOR INCOME TRUST By: Eaton Vance Management, as Investment Advisor By: /s/ PAYSON F. SWAFFIELD ----------------------------------------- Name: Payson F. Swaffield Title: Vice President FIRST SOURCE FINANCIAL LLP By: First Source Financial Inc., its Agent/Member By: /s/ JEFFREY A. CERNY ----------------------------------------- Name: Jeffrey A. Cerny Title: Vice President FLEET NATIONAL BANK By: /s/ OLIVER BENNETT ----------------------------------------- Name: Oliver Bennett Title: Senior Vice President -6- HELLER FINANCIAL, INC. By: /s/ Sheila C. Weimer ------------------------- 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 -------------------------- Name: Jane M. Nelson Title: Senior Vice President KZH - CYPRESSTREE-1 CORPORATION By: /s/ Peter Chin -------------------------- Name: Peter Chin Title: Authorized Agent THE MITSUBISHI TRUST AND BANKING CORPORATION By: -------------------------- Name: Title: -7- MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST By: c/o Morgan Stanley Dean Witter Advisors, Inc. By: ----------------------------- Name: Title: NATIONAL CITY BANK By: ----------------------------- Name: Title: OXFORD STRATEGIC INCOME FUND By: Eaton Vance Management, as Investment Advisor By: /s/ Payson F. Swaffield ------------------------------ Name: Payson F. Swaffield Title: Vice President SENIOR DEBT PORTFOLIO By: Boston Management and Research, as Investment Advisor By: /s/ Payson F. Swaffield ------------------------------- Name: Payson F. Swaffield Title: Vice President -8- STATE STREET BANK AND TRUST CO. By: /s/ Thomas M. O'Reilly -------------------------- Name: Thomas M. O'Reilly Title: Vice President SUNTRUST BANK By: /s/ David W. Penter -------------------------- Name: David W. Penter Title: Senior Vice President UNION BANK OF CALIFORNIA, N.A. By: /s/ David W. Kinkela -------------------------- Name: David W. Kinkela Title: Vice President -9-