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JOINDER AGREEMENT
This Joinder Agreement (the "Agreement"), dated as of October 30,
1998, is by and between Millentex Investment Corporation, a Delaware corporation
(the "Subsidiary"), and NationsBank, N.A., in its capacity as Agent under that
certain Credit Agreement (as it may be amended, modified, extended or restated
from time to time, the "Credit Agreement"), dated as of May 26, 1998, by and
among Steel Heddle Mfg. Co., a Pennsylvania corporation (the "Borrower"), the
Guarantors party thereto, the Lenders party thereto and NationsBank, N.A., as
Agent. All of the defined terms in the Credit Agreement are incorporated herein
by reference.
The Subsidiary is an Additional Credit Party, and, consequently,
the Credit Parties are required by Section 7.13 of the Credit Agreement to cause
the Subsidiary to become a "Guarantor."
Accordingly, the Subsidiary hereby agrees as follows with the
Agent, for the benefit of the Lenders:
1. The Subsidiary hereby acknowledges, agrees and confirms that,
by its execution of this Agreement, the Subsidiary will be deemed to be a party
to the Credit Agreement and a Guarantor for all purposes of the Credit Agreement
and shall have all of the obligations of a Guarantor thereunder as if it had
executed the Credit Agreement. The Subsidiary hereby ratifies, as of the date
hereof, and agrees to be bound by, all of the terms, provisions and conditions
applicable to the Guarantors contained in the Credit Agreement. Without limiting
the generality of the foregoing terms of this paragraph 1, the Subsidiary
hereby, jointly and severally, together with the other Guarantors, guarantees to
each Lender and the Agent, as provided in Section 4 of the Credit Agreement, the
prompt payment and performance of the Borrower's Obligations in full when due
(whether at stated maturity, as a mandatory prepayment, by acceleration or
otherwise) strictly in accordance with the terms thereof.
2. The Subsidiary hereby acknowledges, agrees and confirms that,
by its execution of this Agreement, the Subsidiary will be deemed to be a party
to the Security Agreement and an Obligor for all purposes of the Security
Agreement and shall have all of the obligations of an Obligor thereunder as if
it had executed the Security Agreement. The Subsidiary hereby ratifies, as of
the date hereof, and agrees to be bound by, all of the terms, provisions and
conditions applicable to the Obligors contained in the Security Agreement.
Without limiting the generality of the foregoing terms of this paragraph 2, the
Subsidiary hereby grants to the Agent, for the benefit of the Lenders, a
continuing security interest in, and a right of set off against, any and all
right, title and interest of the Subsidiary in and to the Collateral (as such
term is defined in Section 2 of the Security Agreement) of the Subsidiary. The
Subsidiary hereby represents and warrants to the Agent that:
(a) the Subsidiary's chief executive office and chief
place of business are (and, for the prior four months, have been)
located at the locations set forth in Schedule 1 attached hereto, and
the Subsidiary keeps its books and records at such locations;
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(b) the type of Collateral owned by the Subsidiary, and the
location of all Collateral owned by the Subsidiary, is as shown on
Schedule 2 attached hereto;
(c) the Subsidiary's legal name is as shown in this
Agreement, and the Subsidiary has not changed its name, been party to a
merger, consolidation or other change in structure, or used any
tradenames except as set forth in Schedule 3 attached hereto; and
(d) the patents, trademarks and copyrights listed on Schedule
4 attached hereto constitute all of the registrations and applications
for the patents, trademarks and copyrights owned by the Subsidiary.
3. The Subsidiary hereto acknowledges, agrees and confirms that,
by its execution of this Agreement, the Subsidiary will be deemed to be a party
to the Pledge Agreement and a Pledgor for all purposes of the Pledge Agreement
and shall have all of the obligations of a Pledgor thereunder as if it had
executed the Pledge Agreement. The Subsidiary hereby ratifies, as of the date
hereof, and agrees to be bound by, all of the terms, provisions and conditions
applicable to the Pledgors contained in the Pledge Agreement. Without limiting
the generality of the foregoing terms of this paragraph 3, the Subsidiary hereby
pledges and assigns to the Agent, for the benefit of the Lenders, and grants to
the Agent, for the benefit of the Lenders, a continuing security interest in any
and all right, title and interest of the Subsidiary in and to the Pledged Shares
(as such term is defined in Section 2 of the Pledge Agreement) listed on
Schedule 5 attached hereto and the other Pledged Collateral (as such term is
defined in Section 2 of the Pledge Agreement).
4. The address of the Subsidiary, for purposes of all notices and
other communications, is 1801 Rutherford Road, Greenville, SC 29607, Attention:
Jerry B. Miller (facsimile number: 864-268-3823).
5. The Subsidiary hereby waives acceptance by the Agent and the
Lenders of the guaranty by the Subsidiary under Section 4 of the Credit
Agreement upon the execution of this Agreement by the Subsidiary.
6. This Agreement may be executed in two or more counterparts,
each of which shall constitute an original but all of which, when taken
together, shall constitute one contract.
7. This Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.
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IN WITNESS WHEREOF, the Subsidiary has caused this Joinder
Agreement to be duly executed by its authorized officers, and the Agent, for the
benefit of the Lenders, has caused the same to be accepted by its authorized
officer, as of the day and year first above written.
MILLENTEX INVESTMENT CORPORATION
By: /s/JERRY B. MILLER
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Name: Jerry B. Miller
Title: Chief Financial Officer
Acknowledged and accepted:
NATIONSBANK, N.A., as Agent
By: /s/ [SIG]
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Name:
Title: Senior Vice President
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SCHEDULE 1
CHIEF EXECUTIVE OFFICE AND CHIEF PLACE OF BUSINESS
1801 Rutherford Road
Greenville, SC 29607
S1-1
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SCHEDULE 2
COLLATERAL AND LOCATION
Not applicable
S2-1
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SCHEDULE 3
LEGAL NAME OR TRADENAMES
Millentex Investment Corporation
S3-1
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SCHEDULE 4
PATENTS, TRADEMARKS AND COPYRIGHTS
Not applicable
S4-1
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SCHEDULE 5
PLEDGED SHARES
Not applicable
S5-1