-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K6KyGGw4IBjOhEk2DaJfPnK9Q5wzz4lppGvwRkwr3fFQSrlPvHNqMYiJqwWej0Au YSFklXB8bukLuEK4n6DUYA== 0000950131-99-006335.txt : 19991117 0000950131-99-006335.hdr.sgml : 19991117 ACCESSION NUMBER: 0000950131-99-006335 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBE MANUFACTURING CORP CENTRAL INDEX KEY: 0001071094 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 631101362 STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-64675 FILM NUMBER: 99752863 BUSINESS ADDRESS: STREET 1: 456 BEDFORD STREET CITY: FALL RIVER STATE: MA ZIP: 02720 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD YEAR ENDED SEPTEMBER 30, 1999 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO ________________. Commission file number 333-64675 GLOBE MANUFACTURING CORP. (Exact name of registrant as specified in its charter) Alabama 63-1101362 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 456 Bedford Street, Fall River, Massachusetts 02720 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 508/674-3585 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --------- --------- As of September 30, 1999, the Registrant had 1,000 shares of Common Stock outstanding. TABLE OF CONTENTS
PART I FINANCIAL INFORMATION PAGE Item 1. Financial Statements Condensed Consolidated Balance Sheets - September 30, 1999 (Unaudited) and December 31, 1998................................................. 1 Condensed Consolidated Statements of Income (Unaudited) - Three Months Ended September 30, 1999 and 1998; Nine Months Ended September 30, 1999 and 1998......................................................... 2 Condensed Consolidated Statements of Cash Flows (Unaudited) - Nine Months Ended September 30, 1999 and 1998.............................. 3 Notes to Condensed Consolidated Financial Statements (Unaudited) -September 30, 1999................................................... 4 Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations................................................. 6 Item 3. Quantitative and Qualitative Disclosure about Market Risk............. 8 PART II OTHER INFORMATION Item 1. Legal Proceedings..................................................... 8 Item 2. Changes in Securities and Use of Proceeds............................. 9 Item 3. Defaults Upon Senior Securities....................................... 9 Item 4. Submission of Matters to a Vote of Security Holders .................. 9 Item 5. Other Information..................................................... 9 Item 6. Exhibits and Reports on Form 8-K...................................... 9
PART I ------ GLOBE MANUFACTURING CORP. Condensed Consolidated Balance Sheets (Dollars in thousands)
(Unaudited) September 30, (Note A) 1999 December 31, 1998 -------------- ----------------- Assets Current assets: Cash and cash equivalents $ 3,369 $ 1,439 Accounts receivable, net 39,518 22,510 Inventories 19,421 18,380 Prepaid taxes and other assets 7,939 8,840 --------- --------- Total current assets 70,247 51,169 Property, plant and equipment 166,485 157,436 Less accumulated depreciation (81,407) (74,107) --------- --------- Net property, plant and equipment 85,078 83,329 Other assets 10,911 11,328 --------- --------- Total assets $ 166,236 $ 145,826 ========= ========= Liabilities and stockholders' equity (deficit) Current liabilities: Accounts payable $ 8,036 $ 6,012 Accrued interest expense 4,064 7,773 Other current liabilities 12,152 5,010 Note payable 29,600 11,300 --------- --------- Total current liabilities 53,852 30,095 Other long-term liabilities 7,271 5,908 Long-term debt 109,450 115,000 Senior subordinated notes 150,000 150,000 Stockholders' equity (deficit) Common stock, Class A, voting, $.01 par value 1 1 Other stockholders' equity (deficit) (154,338) (155,178) --------- --------- Total stockholders' equity (deficit) (154,337) (155,177) --------- --------- Total liabilities and stockholders' equity (deficit) $ 166,236 $ 145,826 ========= =========
See notes to condensed consolidated financial statements. -1- GLOBE MANUFACTURING CORP. Condensed Consolidated Statements of Income (Dollars in thousands)
Three months ended Nine months ended ----------------------------------- ------------------------------------ (Unaudited) (Unaudited) (Unaudited) (Unaudited) September 30, September 30, September 30, September 30, 1999 1998 1999 1998 ------------- ------------- ------------- ------------- Net Sales $43,102 $40,831 $131,060 $133,321 Cost and expenses: Cost of sales 28,098 25,126 88,023 84,682 Selling, general & administrative expenses 6,264 7,255 17,999 19,265 Research & development expenses 812 1,031 3,147 3,144 Interest, net 7,215 4,355 21,153 6,143 Transaction compensation expense -- 5,778 -- 5,778 Transaction commitment fee expense -- 1,000 -- 1,000 Miscellaneous (356) 8 (573) (647) ------- ------- ------- ------- 42,033 44,553 129,749 119,365 ------- ------- ------- ------- Income before income taxes and extraordinary income 1,069 (3,722) 1,311 13,956 Provision for income taxes 386 (1,209) 472 5,609 ------- ------- ------- ------- Income/(loss) before extraordinary item 683 (2,513) 839 8,347 Loss from write-off of deferred financing cost, net of income taxes -- 187 -- 187 ------- ------- ------- ------- Net income/(loss) $ 683 $(2,700) $ 839 $ 8,160 ======= ======= ======= =======
See notes to condensed consolidated financial statements. -2- GLOBE MANUFACTURING CORP. Condensed Consolidated Statements of Cash Flows (Dollars in thousands)
Nine Months Ending --------------------------------------- (Unaudited) (Unaudited) September 30, 1999 September 30, 1998 ------------------ ------------------ Cash from (used in) operations ($9,901) $ 19,595 Investing Activities Capital expenditures (6,080) (26,317) Other (265) 173 ------- -------- (6,345) (26,144) ------- -------- Financing Activities Net change in note payable 18,300 3,325 Principal payments on long-term debt (3,750) Net effect of recapitalization transaction -- 7,012 Other (124) (219) ------- -------- 18,176 6,368 ------- -------- Net increase (decrease) in cash and cash equivalents 1,930 (181) Cash and cash equivalents at beginning of year 1,439 1,947 ------- -------- Cash and cash equivalents at end of period $ 3,369 $ 1,766 ======= ========
See notes to condensed consolidated financial statements. -3- GLOBE MANUFACTURING CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) (Dollars in thousands) September 30, 1999 Note A. Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine month period ended September 30, 1999 are not necessarily indicative of the results that may be expected for the year ended December 31, 1999. The balance sheet at December 31, 1998 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Registrant Company and Subsidiaries' annual report on Form 10-K for the year ended December 31, 1998. Note B. Inventories The components of inventory consist of the following:
September 30 December 31, ------------ ------------ 1999 1998 ---- ---- Raw materials $ 3,418 $ 2,688 Finished goods 16,811 16,500 ------- ------- $20,229 $19,118 Less LIFO reserve (808) (808) ------- ------- $19,421 $18,380
-4- Note C. Debt Long-term debt consists of the following:
September 30 December 31 ------------ ----------- 1999 1998 -------- ----------- Term loan A, principal due in variable semi-annual $ 60,000 $ 60,000 installments through 2005; variable rate interest 55,000 55,000 Term loan B, principal due in variable semi-annual installments through 2006; variable rate interest 150,000 150,000 Senior Subordinated Notes, due 2008; interest at 10% -------- -------- 265,000 265,000 Less current maturities 5,550 - -------- -------- $259,450 $265,000
On March 23, 1999 the Company exchanged all of its outstanding 10% Senior Subordinated Notes due 2008 for an equal amount of its Series B 10% Senior Subordinated Notes due 2008. On October 20, 1999, the Company amended its existing Senior Credit Facility. The amendment revises covenant ratios, establishes a minimum EBITDA test, determines the availability of the revolving loan based on a leverage ratio test, subjects the Code Hennessy and Simmons management fee to a leverage ratio test, and increases interest rate margins. The amendment was necessary because the Company was not able to meet certain covenants under its Senior Credit Facility. Note D. Segment Information Globe Manufacturing Corp. (the "Company") operates in one industry segment encompassing the manufacture and sale of elastomeric fibers. These fibers, which consist of spandex fibers and latex thread, are sold to customers in the textile and apparel industries that are geographically diversified throughout the United States and in various foreign countries. The Company's manufacturing facilities are located in the United States. The following is a summary by geographic area of revenues from customers. Revenues are attributed to each geographic location based upon the location of the Company's customers.
September 30 September 30 ------------ ------------ 1999 1998 ------------ ------------ United States.............. $ 85,937 $ 90,351 Europe..................... 25,305 25,217 Asia....................... 8,458 4,740 Central and South America.. 3,515 2,865 Other...................... 7,845 10,148 -------- -------- Total Sales................ $131,060 $133,321 ======== ========
-5- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Net sales of the Company were $43.1 million for the third quarter of 1999 and $131.1 million for the nine months ended September 30, 1999, representing an increase of 5.6% and a decrease of 1.7%, respectively, over the corresponding periods of 1998. The increase in the third quarter from the corresponding periods of 1998, is directly related to the increase in sales volume of fine denier spandex that were partially offset by marginal decreases in sales volumes of heavy denier spandex and latex fiber. The slight decrease for the nine month period compared to the corresponding period of 1998 is attributed to decreases in selling prices of fine denier spandex and latex fibers. Gross margin for the third quarter was $15.0 million and $43.0 million for the nine months ended September 30, 1999, representing decreases of 4.5% and 11.5%, respectively, over the corresponding periods of 1998. The Company's gross margin as a percentage of net sales was 34.8% for the third quarter and 32.8% for the nine month period, compared to 38.4% and 36.5%, respectively, for the corresponding periods in 1998. The decrease in gross margin was primarily due to a decrease in pricing on fine denier spandex. Selling, general and administrative expenses were $6.3 million for the third quarter of 1999, and $18.0 million for the nine months ended September 30, 1999, representing decreases of 13.7% and 6.6%, respectively, over the corresponding periods of 1998. As a percentage of net sales, selling, general and administrative expenses were 14.5% for the third quarter and 13.7% for the nine month period, compared to 17.8% and 14.4%, respectively, for the corresponding periods in 1998. Research and development expenses were $0.8 million for the third quarter of 1999, and $3.1 million for the nine months ended September 30,1999, compared to $1.0 million and $3.1 million, respectively, for the corresponding periods in 1998. Research and development expenses for the Company as a percentage of net sales were 1.9% for the third quarter and 2.4% for the nine month period, compared to 2.5% and 2.3% for the corresponding periods in 1998. Net interest expense was $7.2 million for the third quarter and $21.2 million for the nine months ended September 30, 1999, compared to $4.4 million and $6.1 million, respectively, for the corresponding periods in 1998. The increase in interest expense was directly attributable to the recapitalization of the Company. -6- Liquidity and Capital Resources Cash used by operating activities was $9.9 million for the nine months ended September 30, 1999 as compared to cash provided by operating activities of $19.6 million for the comparable prior year period. The reduction in cash provided by operating activities for the nine months ended September 30, 1999 was due to increases in interest expense, accounts receivable, inventories, prepaid taxes, and a decrease in accrued expenses. This reduction was partially offset by an increase in accounts payable, accretion on discounted notes, and depreciation and amortization. The average days sales outstanding for accounts receivable was approximately 72 days for the nine months ended September 30, 1999 compared to 56 days for the comparable prior year period. The increase in days sales outstanding is due to increases in export sales, and export sales made with extended terms. Export sales represented 34.3% and 31.6% of total sales for the nine months ended September 30, 1999 and 1998, respectively. Inventory balances increased $1.0 million from December 31, 1998, primarily due to an increase in unit sales volume of fine denier spandex compared to the fourth quarter of 1998, raising the level and value of inventory on hand. The note payable increased $18.3 million primarily due to interest payments due on the senior subordinated notes and working capital needs. Capital expenditure, including capital leases, were $9.1 million for the nine months ended September 30, 1999 compared to $26.3 million the comparable prior year period. Capital expenditures for the nine months ended September 30, 1998 consisted primarily of expenditures for the expansion of the Tuscaloosa facility. As part of the recapitalization transaction, the Company entered into a Senior Credit Facility consisting of a $115.0 million term loan facility, which was fully drawn upon the consummation of the transaction and a $50.0 million revolving loan facility. The revolving loan facility is available for general corporate and working capital purposes. On October 20, 1999, the Company amended its existing Senior Credit Facility. The amendment revises covenant ratios, establishes a minimum EBITDA test, determines the availability of the revolving loan based on a leverage ratio test, subjects the Code Hennessy and Simmons management fee to a leverage ratio test, and increases interest rate margins. The amendment was necessary because the Company was not able to meet certain covenants under its Senior Credit Facility. Impact of the Year 2000 Issue The year 2000 issue is the result of computer programs being written using two digits rather than four to define the applicable year. Any of the Company's computer programs that have date-sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000. If the Company, its significant customers or suppliers fail to make necessary modifications and conversions on a timely basis, the year 2000 issue could have a material adverse effect on Company operations. However, the impact cannot be quantified at this time. The Company believes that its competitors face similar risks. The Company has established a corporate-wide project team to identify non- compliant software and complete the corrections required for the year 2000 issue. The Company has successfully repaired existing manufacturing and the majority of the ancillary systems in all locations. The Company has also successfully implemented a new software system that is compliant with year 2000. The new system encompasses the Company's financial, inventory costing, and distribution systems. The Company also has made inquiry of its major customers and suppliers to assess their compliance. There can be no assurance that there will not be a material adverse effect on the Company if third party governmental or business entities do not convert or replace their systems in a timely manner and in a way that is compatible with the Company's systems. Costs related to the year 2000 issue are funded through operating cash flows. Through September 30, 1999, the Company expended approximately $350,000 in systems development and remediation efforts, and modifying the applicable code of existing software. The Company -7- estimates remaining costs to be immaterial. The Company presently believes that the total cost of achieving year 2000 compliant systems will not be material to the Company's financial condition, liquidity or results of operations. Time and cost estimates are based on currently available information. Developments that could affect estimates include, but are not limited to, the availability and cost of trained personnel, the ability to locate and correct all relevant computer code and systems and remediation success of the Company's customers and suppliers. Forward-Looking Information This Quarterly Report on Form 10-Q contains certain forward-looking statements, including, without limitation, statements concerning the Company's future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (which do not apply to initial public offerings). Forward- looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," "should," "plans," or "continue" or the negative thereof or variations thereon or similar terminology. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. These forward-looking statements are subject to a number of risks and uncertainties, including, without limitation, those related to the Company's substantial leverage and debt service requirements, the Company's dependence on significant customers and on certain suppliers, the effects of competition on the Company, the risks related to environmental, health and safety laws and regulations, the Company's exposure to foreign sales risk and the cyclicality of the textile industry, risks related to the year 2000 issue, and the other factors discussed in the Company's filings with the Securities and Exchange Commission. Actual results could differ materially from these forward-looking statements. Item 3. Quantitative and Qualitative Disclosures about Market Risk. The Company's market risk disclosure set forth in the Company's Annual Report on Form 10-K has not changed significantly through the nine months ended September 30, 1999. Part II Other Information Item 1. Legal Proceedings In April 1997 two domestic purchasers of extruded latex thread filed a complaint against a number of foreign manufacturers and distributors of such thread, including an Indonesian limited liability company in which Globe Holdings then owned a 40% interest (the "Joint Venture"). The complaint alleged an international conspiracy to restrain trade in, and fix prices of, the thread in the U.S. The Company was not named as a defendant in the case. The Joint Venture alleged in its motion to dismiss that not all parties to the conspiracy had been joined. There can be no assurance that the Company will not be named in the future. The Company is entitled to indemnification from, among other items, any liabilities arising out of any criminal or civil antitrust claims or investigations resulting from the above-described proceedings to the -8- extent related to the Company's activities prior to the recapitalization transaction in 1998. This indemnity expires on December 31, 2001. The U.S. Department of Commerce has imposed anti-dumping duties on Indonesian extruded latex producers. Additional duties of 28.29% have been levied on extruded latex thread imported from Indonesia from May 1999 going forward. From time to time, the Company has been and is involved in various legal proceedings, all of which management believes are routine in nature and generally incidental to the conduct of its business. The ultimate legal and financial liability of the Company with respect to such proceedings cannot be estimated with certainty, but the Company believes, based on its examination of such matters, that none of such proceedings, if determined adversely to the Company, would have a material adverse effect on the Company's results of operations, financial condition and its ability to meet its obligations under the Company's existing debt. Item 2. Changes in Securities None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 10.16 Second Amendment to the Credit Agreement, dated as of May 24, 1999. 10.17 Third Amendment and Waiver to the Credit Agreement, dated as of October 20, 1999. 27.1 Financial Data Schedule (b) Reports on Form 8-K None. -9- SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GLOBE MANUFACTURING CORP. Date: November 12, 1999 By: /s/ LAWRENCE R. WALSH ---------------------------------------------- Lawrence R. Walsh Vice President, Finance and Administration and duly authorized signatory on behalf of the Registrant EX-10.16 2 SECOND AMENDMENT TO CREDIT AGREEMENT 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- EX-10.17 3 THIRD AMENDMENT TO CREDIT AGREEMENT Exhibit 10.17 THIRD AMENDMENT AND WAIVER -------------------------- THIRD AMENDMENT AND WAIVER (this "Amendment"), dated as of October 20, 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"), and BANK OF AMERICA, N.A., 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 amendments and waivers provided for herein and the Lenders have agreed to provide such amendments and waivers on the terms and conditions set forth herein; NOW, THEREFORE, it is agreed: 1. The Lenders hereby waive any Default or Event of Default that has occurred and is continuing under the Credit Agreement solely as a result of Holdings' and the Borrower's failure to be in compliance with the provisions of (x) Section 8.08 of the Credit Agreement (as in effect prior to giving effect to this Amendment) for the Measurement Period ending on September 30, 1999 and (y) Section 8.10(a) of the Credit Agreement (as in effect prior to giving effect to this Amendment) for the period commencing on September 30, 1999 and ending on the Third Amendment Effective Date (as hereinafter defined). 2. Section 1.01 of the Credit Agreement is hereby amended by inserting the following new definitions in the appropriate alphabetical order: "Level VII" has the meaning specified in Section 2.09(a)(ii). "Maximum Permitted Borrowing Amount" means (i) at any time that the Consolidated Leverage Ratio is greater than or equal to 6.50 to 1.00, $37,500,000, (ii) at any time that the Consolidated Leverage Ratio is greater than or equal to 6.00 to 1.00 but less than 6.50 to 1.00, $40,000,000, and (iii) at any time that the Consolidated Leverage Ratio is less than 6.00 to 1.00, $50,000,00. "Third Amendment" means the Third Amendment, dated as of October 20, 1999, to this Agreement. "Third Amendment Effective Date" has the meaning specified in the Third Amendment. 3. Section 2.01(c) of the Credit Agreement is hereby amended by deleting the words "the Aggregate Revolving Commitment" appearing in the first sentence thereof and inserting the following words in lieu thereof: "the lesser of (A) the Aggregate Revolving Commitment and (B) the Maximum Permitted Borrowing Amount at such time". 4. Section 2.01(d)(i) of the Credit Agreement is hereby amended by deleting the words "the Aggregate Revolving Commitment" appearing in the first sentence thereof and inserting the following words in lieu thereof: "the lesser of (A) the Aggregate Revolving Commitment and (B) the Maximum Permitted Borrowing Amount at such time". 5. Section 2.01(d)(iv) of the Credit Agreement is hereby amended by inserting the words "the Maximum Permitted Borrowing Amount or" immediately after the words "the amount of" appearing in clause (iii) of the second sentence thereof. 6. Section 2.03 of the Credit Agreement is hereby amended by inserting the following new clause (g) at the end thereof: "(g) In addition to the requirements set forth in clauses (a) and (f)(i) of this Section 2.03, each notice of a proposed Borrowing of Revolving Loans and Swingline Loans also shall contain the calculations (in reasonable detail) to establish the Consolidated Leverage Ratio after giving effect to such proposed Borrowing." 7. Section 2.07(a)(i) of the Credit Agreement is hereby amended by deleting the words "the Aggregate Revolving Commitment" appearing therein and inserting the following words in lieu thereof: "the lesser of (A) the Aggregate Revolving Commitment and (B) the Maximum Permitted Borrowing Amount at such time". 8. Section 2.07(a)(ii) of the Credit Agreement is hereby amended by deleting the words "the Aggregate Revolving Commitment" appearing therein and inserting the following words in lieu thereof: "the lesser of (A) the Aggregate Revolving Commitment and (B) the Maximum Permitted Borrowing Amount at such time". -2- 9. Section 2.09 of the Credit Agreement is hereby amended by deleting sub-clauses (i), (ii) and (iii) of clause (a) thereof and inserting the following new sub-clauses (i), (ii) and (iii) in lieu thereof: "(i) (x) for the period commencing on the Closing Date to January 28, 1999:
Applicable Margin/Tranche A Term Loans, Revolving Loans Applicable Margin/ and Swingline Loans Tranche B Term Loans ------------------- -------------------- Base Rate 1.25% 1.75% Eurodollar Rate 2.25% 2.75%; and
(y) for the period commencing on January 28, 1999 to the First Adjustment Date:
Applicable Margin/Tranche A Term Loans, Revolving Loans Applicable Margin/ and Swingline Loans Tranche B Term Loans ------------------- -------------------- Base Rate 2.00% 2.50% Eurodollar Rate 3.00% 3.50%
(ii) from and after the First Adjustment Date, for each period from an Adjustment Date to the next succeeding Adjustment Date, the rate per annum for the relevant type of Loan of the respective Tranche set forth below opposite the Consolidated Leverage Ratio determined as at the end of the last fiscal quarter ended prior to the first day of such period (it being understood that, notwithstanding the foregoing, for periods prior to the Third Amendment Effective Date, the Applicable Margin for each Type of Loan of a given Tranche shall be determined pursuant to this Section 2.09(a)(ii) prior to giving effect to the Third Amendment):
Applicable Margin/ Tranche A Term Loans, Revolving Loans and Applicable Margin/ Swingline Loans Tranche B Term Loans --------------- -------------------- Eurodollar Rate Base Rate Eurodollar Rate Base Rate --------------- --------- --------------- --------- Consolidated Leverage Ratio is less than or equal to 3.00 to 1.00 ("Level I") 1.25% 0.25% 3.50% 2.50%
-3-
Applicable Margin/ Tranche A Term Loans, Revolving Loans and Applicable Margin/ Swingline Loans Tranche B Term Loans -------------------------- -------------------------- Eurodollar Rate Base Rate Eurodollar Rate Base Rate --------------- --------- --------------- --------- Consolidated Leverage Ratio is less than or equal to 3.50 to 1.0 but greater than 3.00 to 1.00 ("Level II") 1.50% 0.50% 3.50% 2.50% Consolidated Leverage Ratio is less than or equal to 4.00 to 1.00 but greater than 3.50 to 1.00 ("Level III") 2.00% 1.00% 3.50% 2.50% Consolidated Leverage Ratio is less than or equal to 4.50 to 1.00 but greater than 4.00 to 1.00 ("Level IV") 2.25% 1.25% 3.50% 2.50% Consolidated Leverage Ratio is less than or equal to 6.00 to 1.00 but greater than 4.50 to 1.00 ("Level V") 2.50% 1.50% 3.50% 2.50% Consolidated Leverage Ratio is less than or equal to 7.00 to 1.00 but greater than 6.00 to 1.00 ("Level VI") 3.00% 2.00% 3.50% 2.50% Consolidated Leverage Ratio is greater than 7.00 to 1.00 ("Level VII") 3.25% 2.25% 3.75% 2.75%
(iii) If by the last day for determining any Adjustment Date, Holdings has failed to deliver a Leverage Ratio Certificate as at the end of the fiscal quarter ended immediately prior to such Adjustment Date, interest for the next succeeding period from such Adjustment Date to the next succeeding Adjustment Date shall be computed as if the Consolidated Leverage Ratio were at Level VII; provided, however, to the extent that Holdings thereafter delivers a Leverage Ratio Certificate during such succeeding period, interest for the remainder of such succeeding period shall be computed at the rate prescribed by Section 2.09(a)(ii). In addition, at any time that a Specified Default shall -4- exist, the Applicable Margin shall be computed as if the Consolidated Leverage Ratio were at Level VII." 10. Section 2.10(a) of the Credit Agreement is hereby amended to read in its entirety as follows: "(a) Commitment Fees. The Borrower shall pay to the Administrative Agent for the account of each RL Lender which is Non-Defaulting Lender a commitment fee on the daily unused portion of such Lender's Revolving Commitment (subject to Section 2.01(d)(iii) in the case of the Swingline Lender), computed on a quarterly basis in arrears, on each Interest Payment Date for Base Rate Loans based upon the daily utilization for the previous three month period as calculated by the Administrative Agent, equal to (A) for the period from the Closing Date to the First Adjustment Date, 0.500% per annum and (B) from and after the First Adjustment Date, for each period from an Adjustment Date to the next succeeding Adjustment Date, the rate per annum set forth below opposite the relevant Level of Consolidated Leverage Ratio determined as at the end of the last fiscal quarter ended prior to the first day of such period (it being understood that, notwithstanding the foregoing, for periods prior to the Third Amendment Effective Date, the commitment fee shall be determined pursuant to this Section 2.10(a) prior to giving effect to the Third Amendment): Consolidated Leverage Ratio --------------------------- Level I .300% Level II .375% Level III .425% Level IV .500% Level V .500% Level VI .500% Level VII .500% provided, however, that if by the last day for determining any Adjustment Date, Holdings has failed to deliver a Leverage Ratio Certificate as at the end of the fiscal quarter ended immediately prior to such Adjustment Date, the commitment fee for the next succeeding period from such Adjustment Date to the next succeeding Adjustment Date shall be computed as if the Consolidated Leverage Ratio were at Level VII; provided further, however, to the extent that Holdings thereafter delivers a Leverage Ratio Certificate during such succeeding period the commitment fee for the remainder of such succeeding period shall be computed at the rate prescribed in the table above in this Section 2.10(a). In addition, at any time that a Specified Default shall exist, the commitment fee shall be computed as if the Consolidated Leverage Ratio were at Level VII. Such commitment fees shall be paid in arrears on each Interest Payment Date for Base Rate Loans." 11. Section 3.01(a) of the Credit Agreement is hereby amended by deleting the words "the Aggregate Revolving Commitment" appearing in clause (x) of the proviso to the first sentence thereof and inserting the following words in lieu thereof: -5- "the lesser of (A) the Aggregate Revolving Commitment and (B) the Maximum Permitted Borrowing Amount at such time". 12. Section 3.02 of the Credit Agreement is hereby amended by inserting the following new sentence at the end thereof: "In addition to the requirements set forth above in this Section 3.02(a), each request for a Letter of Credit also shall contain the calculations (in reasonable detail) to establish the Consolidated Leverage Ratio after giving effect to the issuance of such proposed Letter of Credit." 13. Section 3.08(a) of the Credit Agreement is hereby amended to read in its entirety as follows: "(a) The Borrower shall pay to the Administrative Agent for the account of each RL Lender a letter of credit fee with respect to the Letters of Credit computed on the average daily maximum amount available to be drawn on the outstanding Letters of Credit, on each Interest Payment Date for Base Rate Loans based upon Letters of Credit outstanding for the previous three-month period. The letter of credit fee shall be equal to (i) for the period from the Closing Date to January 28, 1999, 2.25% per annum, (ii) for the period from January 28, 1999 to the First Adjustment Date, 3.00% per annum and (iii) from and after the First Adjustment Date, for each period from an Adjustment Date to the next succeeding Adjustment Date, the rate per annum set forth below opposite the relevant Level of Consolidated Leverage Ratio determined as at the end of the last fiscal quarter ended prior to the first day of such period (it being understood that, notwithstanding the foregoing, for periods prior to the Third Amendment Effective Date, the letter of credit fee shall be determined pursuant to this Section 3.08(a) prior to giving effect to the Third Amendment): Consolidated Leverage Ratio --------------------------- Level I 1.25% Level II 1.50% Level III 2.00% Level IV 2.25% Level V 2.50% Level VI 3.00% Level VII 3.25% provided, however, that if by the day for determining any Adjustment Date Holdings has failed to deliver a Leverage Ratio Certificate as at the end of the fiscal quarter ended immediately prior to such Adjustment Date, the letter of credit fee for the next succeeding period from such Adjustment Date to the next succeeding Adjustment Date shall be computed as if the Consolidated Leverage Ratio were at Level VII; provided further, however, to the extent that Holdings thereafter delivers a Leverage Ratio Certificate -6- during such succeeding period, the letter of credit fee for the remainder of such succeeding period shall be computed at the rate prescribed in the table above in this Section 3.08(a). In addition, at any time that a Specified Default shall exist, the letter of credit fee shall be computed as if the Consolidated Leverage Ratio were at Level VII. Such letter of credit fee shall be due and payable in arrears on each Interest Payment Date for Base Rate Loans." 14. Section 8.02(x) of the Credit Agreement is hereby amended by (i) deleting the date "September 30, 1998" appearing therein and inserting the date "December 31, 2001" in lieu thereof and (ii) deleting the proviso appearing in sub-clause (iv) thereof. 15. Section 8.06(iv) of the Credit Agreement is hereby amended to read in its entirety as follows: "(iv) so long as (i) no Default under Section 7.01, 7.02(a), 9.01(a), 9.01(f) or 9.01(g) shall exist and no Event of Default shall exist and (ii) the Consolidated Leverage Ratio for the Measurement Period then last ended is less than 5.50 to 1.00, the Borrower may pay management fees to CHS Management and its Affiliates quarterly in arrears pursuant to, and in accordance with, the terms of the CHS Management Agreement (as in effect on October 26, 1999) in an aggregate amount for all such Persons taken together not to exceed $125,000 per quarter plus the reasonable out-of-pocket expenses incurred by CHS Management and its Affiliates in performing management services for the Borrower pursuant to the CHS Management Agreement (it being understood and agreed that the reimbursement of such reasonable out-of-pocket expenses may be made whether or not any Default or Event of Default exists and whether or not the Consolidated Leverage Ratio is less than 5.50 to 1.00), provided, however, (I) such management fees may be increased to $250,000 per quarter if the Consolidated Leverage Ratio for the Measurement Period then last ended is less than 5.00:1.00 and (II) no management fees may be paid pursuant to this clause (iv) for any quarter until Holdings has delivered a Leverage Ratio Certificate in respect of the applicable Measurement Period;". 16. Section 8.07(a) of the Credit Agreement is hereby amended by deleting the amount "$7,000,000" appearing opposite the date "December 31, 1999" appearing therein and inserting the amount "$8,600,000" in lieu thereof. 17. Section 8.08 of the Credit Agreement is hereby amended to read in its entirety as follows: "8.08 Consolidated Interest Coverage Ratio. Holdings and the Borrower will not permit the Consolidated Interest Coverage Ratio for any Measurement Period ending on the last day of a fiscal quarter of Holdings set forth below to be less than the ratio set forth opposite such fiscal quarter below: -7-
Fiscal Quarter Ending Ratio - ---------------------------------------------------------- --------------------- September 30, 1999 1.40:1.00 December 31, 1999 1.45:1.00 March 31, 2000 1.50:1.00 June 30, 2000 1.50:1.00 September 30, 2000 1.50:1.00 December 31, 2000 1.50:1.00 March 31, 2001 1.50:1.00 June 30, 2001 1.50:1.00 September 30, 2001 1.50:1.00 December 31, 2001 1.70:1.00 March 31, 2002 1.70:1.00 June 30, 2002 1.70:1.00 September 30, 2002 1.70:1.00 December 31, 2002 1.90:1.00 March 31, 2003 1.90:1.00 June 30, 2003 1.90:1.00 September 30, 2003 1.90:1.00 December 31, 2003 2.05:1.00 March 31, 2004 2.05:1.00 June 30, 2004 2.05:1.00 September 30, 2004 2.05:1.00 December 31, 2004 2.15:1.00 March 31, 2005 2.15:1.00 June 30, 2005 2.15:1.00 September 30, 2005 2.15:1.00 December 31, 2005 and the last day of each fiscal quarter thereafter 2.30:1.00".
18. Section 8.09 of the Credit Agreement is hereby amended by deleting the ratio "1.10:1.00" appearing therein and inserting the ratio "1.05:1.00" in lieu thereof. 19. Section 8.10 of the Credit Agreement is hereby amended to read in its entirety as follows: "8.10 Maximum Leverage Ratio. (a) Holdings and the Borrower will not permit the Senior Leverage Ratio at any time during a period set forth below to be greater than the ratio set forth opposite such period below: -8-
Period Ratio - ---------------------------------------------------------- --------------------- September 30, 1999 through and including December 30, 1999 3.90:1.00
(b) Holdings and the Borrower will not permit the Consolidated Leverage Ratio at any time during a period set forth below to be greater than the ratio set forth opposite such period below:
Period Ratio - ---------------------------------------------------------- --------------------- December 31, 1999 through and including March 30, 2000 7.30:1.00 March 31, 2000 through and including June 29, 2000 7.05:1.00 June 30, 2000 through and including December 30, 2001 7.00:1.00 December 31, 2001 through and including December 30, 2002 6.10:1.00 December 31, 2002 through and including December 30, 2003 5.45:1.00 December 31, 2003 through and including December 30, 2004 5.00:1.00 December 31, 2004 through and including December 30, 2005 4.65:1.00 Thereafter 4.35:1.00".
20. Article VIII of the Credit Agreement is hereby amended by inserting the following new Section 8.16 at the end thereof: "8.16 Minimum EBITDA. Holdings and the Borrower will not permit Consolidated EBITDA for any Measurement Period ending on the last day of a fiscal quarter of Holdings set forth below to be less than the amount set forth opposite such fiscal quarter below: -9-
Fiscal Quarter Ending Amount ------------------------- ---------------------- December 31, 1999 $37,000,000 March 31, 2000 $38,200,000 June 30, 2000 $38,400,000 September 30, 2000 $38,400,000 December 31, 2000 $38,500,000 March 31, 2001 $39,100,000 June 30, 2001 $39,900,000 September 30, 2001 $41,100,000 December 31, 2001 $42,500,000 March 31, 2002 $42,830,000 June 30, 2002 $43,270,000 September 30, 2002 $43,930,000 December 31, 2002 $44,700,000 March 31, 2003 $44,955,000 June 30, 2003 $45,295,000 September 30, 2003 $45,805,000 December 31, 2003 $46,400,000 March 31, 2004 $46,325,000 June 30, 2004 $46,225,000 September 30, 2004 $46,075,000 December 31, 2004 $45,900,000 March 31, 2005 $45,990,000 June 30, 2005 $46,110,000
-10- September 30, 2005 $46,290,000 December 31, 2005 $46,500,000 March 31, 2006 and the last day of each fiscal quarter thereafter $47,000,000".
21. The Lenders hereby agree that the Borrower may amend the CHS Management Agreement to give effect to the provisions set forth in Section 15 of this Amendment. 22. Holdings, the Borrower and the Lenders hereby agree that the Compliance Certificate shall be, and hereby is, amended to the extent necessary to provide for the calculation of Consolidated EBITDA as required to be determined pursuant to Section 8.16 of the Credit Agreement (as amended by this Amendment) and Holdings shall calculate such Consolidated EBITDA in each such Compliance Certificate. 23. In order to induce the Lenders to enter into this Amendment, the Borrower hereby agrees to pay to each Lender which executes and delivers to the Administrative Agent a counterpart of this Amendment on or before 5:00 p.m. (New York time) on October 26, 1999, a fee equal to 1/4 of 1% of the sum of (I) such Lender's Revolving Commitment on the Third Amendment Effective Date and (II) the aggregate outstanding principal amount of such Lender's Term Loans on the Third Amendment Effective Date, with such fee to be earned on the Third Amendment Effective Date and payable on the Business Day immediately thereafter. 24. 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 Third Amendment Effective Date 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 Third Amendment Effective Date after giving effect to this Amendment. 25. This Amendment shall become effective on the date (the "Third Amendment Effective Date") when (i) 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 and (ii) the Borrower and CHS Management shall have entered into an amendment to the CHS Management Agreement to give effect to the provisions of Section 15 of this Amendment and the Administrative Agent shall have received a true and correct copy of such amendment. 26. 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. -11- 27. 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. 28. 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. 29. 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. * * * -12- 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, V.P. ------------------------------- Name: Lawrence R. Walsh Title: Vice President GLOBE MANUFACTURING CORP. By: /s/ Lawrence R. Walsh, V.P. ------------------------------- Name: Lawrence R. Walsh Title: Vice President BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Dietmar Schiel ------------------------------- Name: Dietmar Schiel Title: Vice President BANK OF AMERICA, N.A., as Lender By: /s/ Heidi-Anne Sandquist ------------------------------- Name: Heidi-Anne Sandquist Title: Vice President -13- MERRILL LYNCH CAPITAL CORPORATION By: /s/ Carol J. E. Feeley ---------------------------------- Name: Carol J. E. Feeley Title: Vice President ARCHIMEDES FUNDING, L.L.C. By: ING Capital Advisors, Inc., as Collateral Manager By: /s/ Michael D. Hatley ---------------------------------- Name: Michael D. Hatley Title: Managing Director BHF (USA) CAPITAL CORPORATION By: /s/ Michael Pallerito ---------------------------------- Name: Michael Pallerito Title: Assistant Vice President By: /s/ Jeffrey Frost ---------------------------------- Name: Jeffrey Frost Title: Vice President CYPRESS TREE INSTITUTIONAL FUND, LLC By: Cypress Tree Investment Management Company, Inc., its Managing Manager By: ---------------------------------- Name: Title: -14- CYPRESSTREE INVESTMENT FUND, LLC By: Cypress Tree Investment Management Company, Inc., its Managing Manager By: ------------------------------------ Name: Title: CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC. As: Attorney-in-Fact and on behalf of First Allmerica Financial Life Insurance Company as Portfolio Manager By: ------------------------------------ Name: Title: CYPRESSTREE SENIOR FLOATING RATE FUND By: Cypress Tree Investment Management Company, Inc., as Portfolio Manager By: ------------------------------------ Name: Title: -15- CYPRESSTREE INVESTMENT PARTNERS I LTD. By: Cypress Tree Investment Management Company, Inc., as Portfolio Manager By: ---------------------------------- Name: Title: NORTH AMERICAN SENIOR FLOATING RATE FUND By: Cypress Tree Investment Management Company, Inc., as Portfolio Manager By: ---------------------------------- Name: Title: EATON VANCE SENIOR INCOME TRUST By: Eaton Vance Management, as Investment Advisor By: /s/ Scott H. Page ---------------------------------- Name: Scott H. Page Title: Vice President -16- FIRST SOURCE FINANCIAL LLP By: First Source Financial Inc., its Agent/Member By: /s/ Jeffery A. Cerny ---------------------------------- Name: Jeffery A. Cerny Title: Vice President FLEET NATIONAL BANK By: /s/ Ted Moran ---------------------------------- Name: Ted Moran Title: Assistant Vice President HELLER FINANCIAL, INC. By: /s/ Sheila C. Walmar ---------------------------------- Name: Sheila C. Walmar Title: Vice President ING HIGH INCOME PRINCIPAL PRESERVATION FUND HOLDINGS, LDC By: ING Capital Advisors, Inc. as Investment Advisor By: /s/ Michael D. Hatley ---------------------------------- Name: Michael D. Hatley Title: Managing Director -17- KZH - CYPRESSTREE-1 CORPORATION By: /s/ Peter Chin ------------------------------------------- Name: Peter Chin Title: Authorized Agent THE MITSUBISHI TRUST AND BANKING CORPORATION By: /s/ Nobuo Tominaga ------------------------------------------- Name: Nobuo Tominaga Title: Chief Manager MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST PRIME INCOME TRUST By: c/o Morgan Stanley Dean Witter Advisors, Inc. By: /s/ Sheila A. Finnerty ------------------------------------------- Name: Sheila A. Finnerty Title: Vice President NATIONAL CITY BANK By: ------------------------------------------- Name: Title: -18- OXFORD STRATEGIC INCOME FUND By: Eaton Vance Management, as Investment Advisor By: /s/ Scott H. Page -------------------------------------------- Name: Scott H. Page Title: Vice President SENIOR DEBT PORTFOLIO By: Boston Management and Research, as Investment Advisor By: /s/ Scott H. Page -------------------------------------------- Name: Scott H. Page Title: Vice President CITIZENS BANK OF MASSACHUSETTS By: -------------------------------------------- Name: Title: SUNTRUST BANK By: /s/ David W. Penter -------------------------------------------- Name: David W. Penter Title: Director Senior Relationship Manager UNION BANK OF CALIFORNIA, N.A. By: /s/ David W. Kinkela ------------------------------------------- Name: David W. Kinkela Title: Vice President -19- EX-27 4 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the financial statements of Globe Manufacturing Corp. for the nine months ended September 30, 1999 and is qualified in its entirety by reference to such financial statements. 1,000 9-MOS DEC-31-1999 JAN-01-1999 SEP-30-1999 3,369 0 41,985 2,467 19,421 70,247 166,449 81,407 166,236 53,852 265,000 0 0 1 (154,337) 166,236 131,060 131,060 88,023 109,169 (574) 0 21,153 1,311 472 0 0 0 0 839 0 0
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