Stockholders Agreement - Blackstone Capital Partners LP, Wasserstein Perella Partners LP, Collins & Aikman Corp. and Collins & Aikman Group Inc.
AMENDED AND RESTATED
STOCKHOLDERS AGREEMENT
among
BLACKSTONE CAPITAL PARTNERS L.P.,
WASSERSTEIN PERELLA PARTNERS, L.P.,
COLLINS & AIKMAN CORPORATION
and
COLLINS & AIKMAN GROUP, INC.
Dated as of June 29, 1994
<PAGE>
AMENDED AND RESTATED STOCKHOLDERS
AGREEMENT, dated as of June 29, 1994, among
BLACKSTONE CAPITAL PARTNERS L.P., a Delaware
limited partnership ("BCP"), WASSERSTEIN
PERELLA PARTNERS, L.P., a Delaware limited
partnership ("WPP"), COLLINS & AIKMAN
CORPORATION, a Delaware corporation (the
"Company"), and COLLINS & AIKMAN GROUP, INC.,
a Delaware corporation ("Group").
WHEREAS BCP, WPP, the Company (as the surviving
corporation from a merger between Collins & Aikman Holdings
Corporation, a Delaware corporation, and Collins & Aikman
Holdings II Corporation, a Delaware corporation, pursuant to
the Recapitalization (as such term is defined in the
Registration Statement on Form S-2 initially filed by the
Company on April 19, 1994, as such Registration Statement
may be amended from time to time)) and Group are parties to
a Stockholders Agreement dated as of December 6, 1988, as
amended by Amendment No. 1 dated as of May 1, 1992 (the
"Stockholders Agreement");
WHEREAS BCP and WPP (or their affiliates) are
entitled to certain fees for the provision of services to
the Company and Group (or their subsidiaries) pursuant to
the Stockholders Agreement and pursuant to an agreement
ratified September 5, 1990 (the "Management and Retainer
Agreement");
WHEREAS in connection with the Recapitalization,
BCP and WPP have agreed (subject to, and effective only
upon, the consummation of the Recapitalization) to reduce
the fees required by the Stockholders Agreement and the
Management and Retainer Agreement; and
WHEREAS the parties to the Stockholders Agreement
wish to otherwise amend the Stockholders Agreement and
restate it in its entirety (subject to, and effective only
upon, the consummation of the Recapitalization).
<PAGE>
NOW, THEREFORE, in consideration of the premises
and the covenants and agreements contained herein, the
parties hereto agree as follows:
ARTICLE I
Definitions
SECTION 1.01. Certain Definitions. As used in
this Agreement, the following terms shall have the meanings
specified below:
"Affiliate" shall mean, when used with respect to
any person, any other person which directly or indirectly
beneficially owns or controls 25% or more of the total
voting power of shares of capital stock of such person
having the right to vote for directors under ordinary
circumstances, any person controlling, controlled by or under
common control with any such person (within the meaning of
Rule 405 of the Securities Act), and any director or
executive officer of any such person. "Affiliate" shall in
any event include, when used with respect to WPP,
Wasserstein Perella Co., Inc., Wasserstein Perella Group,
Inc. and Wasserstein Perella Management Partners, Inc. and,
when used with respect to BCP, The Blackstone Group L.P. and
Blackstone Group Holdings L.P.
"Common Stock" shall mean the capital stock of the
Company having the right to vote for directors under
ordinary circumstances.
"Demanding Party" shall mean either BCP or WPP or
both, or any transferee of BCP's or WPP's rights under
Section 3.01 hereof, which party has properly given notice
that it is seeking demand registration pursuant to
Section 3.01 hereof.
"Holder" shall mean BCP and WPP and any person who
becomes a party to this Agreement pursuant to Section 2.03
or 2.04 hereof so long as such person remains the beneficial
owner of Common Stock.
"HSR Act" shall mean the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended.
"Piggyback Party" shall mean either BCP or WPP or
both, or any transferee of BCP's or WPP's rights under
<PAGE>
Section 3.02 hereof, which party has properly given notice
that it is seeking piggyback registration pursuant to
Section 3.02 hereof.
"Registration Right Party" shall mean any
Demanding Party and any Piggyback Party.
"Registration Shares" shall mean (a) the shares of
Common Stock held by BCP or WPP immediately following the
Recapitalization, (b) any shares of Common Stock acquired by
BCP or WPP or Affiliates of BCP or WPP subsequent to the
Recapitalization, and (c) any shares of Common Stock or
other securities issued or issuable with respect to any such
Common Stock (set forth in clauses (a) and (b) above) by way
of stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger,
consolidation or other reorganization or otherwise.
"Securities Act" shall mean the Securities Act of
1933, as from time to time amended.
SECTION 1.02. Additional Definitions. Other
capitalized terms not defined in Section 1.01 hereof are
defined in the following Sections:
Term Section
Additional Services 4.02
Affiliate Transfer Agreement 2.04(a)
Affiliate Transferee 2.04(a)
BCP Parties
Company Parties
Company Securities 3.04
Demanding Party 3.01
Demand Registration 3.01
Former Fees 4.01
Group Parties
Holder Offeree 2.05(a)
Company Parties
Company Securities 3.04
Management and Retainer Agreement Recitals
Monitoring Fee 4.01
Offered Shares 2.05(a)
Offering Price 2.06(b)
Offering Terms 2.06(b)
Offeror 2.05(a)
Offer Terms 2.05(a)
Piggyback Registration 3.02(a)
Proposed Purchaser 2.06(b)
<PAGE>
Purchase Offer 2.06(b)
Recapitalization Recitals
Refusal Offeree 2.05(a)
Registration Statement 3.10(a)
Selling Holder 2.06(b)
Stockholders Agreement Recitals
Tag-Along Stockholder 2.06(b)
Third Party Offeree 2.05(a)
Transfer 2.03
Transfer Agreement 2.03
WPP Parties
ARTICLE II
Restrictions on Transfer
SECTION 2.01. General Restrictions. Each Holder
agrees that it shall not, directly or indirectly, offer,
sell, assign, transfer, grant a participation in, pledge, or
create, incur or assume any encumbrance with respect to or
otherwise dispose of, any Common Stock (or solicit any
offers to buy or otherwise acquire, or take a pledge, of any
Common Stock) except (i) in compliance with this Agreement
and with all applicable federal, state and foreign
securities laws, (ii) after having given written notice to
the Company as set forth in this Agreement or, if no notice
is otherwise required by the applicable provisions of this
Agreement, after having given at least three business days
prior written notice to the Company, and (iii) when
requested by the Company, with a written opinion of counsel
(which opinion shall be reasonably satisfactory in form and
substance to the Company) that an exemption from
registration under the Securities Act is available and that
the proposed transaction would not violate applicable
securities laws.
SECTION 2.02. Legends. Each certificate
evidencing outstanding Common Stock that is issued to any
Holder shall bear a legend in substantially the following
form so long as the restrictions set forth in the legend are
applicable to such Common Stock:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"ACT"), OR BY THE SECURITIES REGULATORY AUTHORITY OF
ANY STATE OF THE UNITED STATES OR BY ANY SUCH AUTHORITY
IN CANADA OR ANY PROVINCE OF CANADA OR OF ANY OTHER
<PAGE>
JURISDICTION. NO REGISTRATION OF TRANSFER OF SUCH
SECURITIES SHALL BE MADE ON THE BOOKS OF THE ISSUER
UNLESS SUCH TRANSFER IS MADE IN CONNECTION WITH AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND
REGISTRATION OF THE SECURITIES UNDER THE SECURITIES
LAWS OF ANY APPLICABLE JURISDICTIONS OR PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH
ACT AND THE SECURITIES LAWS OF ANY APPLICABLE
JURISDICTIONS.
THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE ALSO
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER
RESTRICTIONS AS SET FORTH IN THE AMENDED AND RESTATED
STOCKHOLDERS AGREEMENT, DATED AS OF JUNE 29, 1994, AS
SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME, COPIES
OF WHICH ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES
OF THE ISSUER. NO REGISTRATION OF TRANSFER OF SUCH
SECURITIES SHALL BE MADE ON THE BOOKS OF THE ISSUER
UNLESS AND UNTIL SUCH RESTRICTIONS SHALL HAVE BEEN
COMPLIED WITH.
When either paragraph of the preceding legend ceases to
apply to any Common Stock and upon the request of the holder
of such Common Stock, the Company shall issue a new
certificate or certificates to such holder without the
inapplicable portions of such legend in exchange for the
certificate or certificates held by such holder.
SECTION 2.03. Agreements to be Bound. Each
Holder agrees that it shall not (except as required by law),
directly or indirectly, sell, assign, transfer, grant a
participation in or pledge (each, to "Transfer") any Common
Stock to any transferee if following such Transfer such
transferee and its Affiliates, if any, will be the
beneficial owner or owners of in aggregate 10% or more of
the then outstanding shares of Common Stock or a member of a
group, within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, that is such an owner,
provided, however, that the foregoing restriction shall not
apply to any Transfer to a transferee where the transferee
has, prior to such Transfer, executed a Transfer Agreement,
substantially in the form attached hereto as Exhibit A,
which shall cause such transferee to be bound by the
obligations of this Agreement as a Holder (yet not receive
the benefits of this Agreement except as expressly
transferred in such Transfer Agreement pursuant to a
provision of this Agreement allowing such transfer), a copy
of which Transfer Agreement shall be maintained on file with
<PAGE>
the Secretary of the Company and shall include the address
of such transferee to which notices hereunder shall be sent.
Each such Transfer Agreement shall become effective upon its
execution by the transferee of the Common Stock (and shall
not require the signature or consent of any other Holder)
and delivery to all the parties hereto.
SECTION 2.04. Transfers to Affiliates, General
Partners and Limited Partners. (a) Each of BCP and WPP may
Transfer any Common Stock held by it, in whole or in part,
to any of its Affiliates without incurring any obligations
pursuant to Sections 2.05 or 2.06 hereof, provided that
prior to any such Transfer such Affiliate of BCP or WPP (an
"Affiliate Transferee"), shall execute and deliver to the
parties hereto (i) an Affiliate Transfer Agreement,
substantially in the Form attached hereto as Exhibit B,
which shall cause such Affiliate Transferee to be bound by
the obligations of, and enjoy the benefits of, this
Agreement as a successor to BCP or WPP, respectively, with
such Affiliate Transfer Agreement becoming effective upon
its execution by the Affiliate Transferee and delivery to
all the parties hereto and (ii) an irrevocable proxy
granting to BCP, in the case of an Affiliate Transferee of
BCP, or to WPP, in the case of an Affiliate Transferee of
WPP, all voting rights with respect to the Common Stock so
transferred. Such Affiliate Transferee shall also agree
that it shall not cease to be an Affiliate of BCP or WPP,
as the case may be, unless prior to the time such Affiliate
Transferee ceases to be an Affiliate of BCP or WPP, such
Affiliate Transferee transfers to BCP or WPP, as the case
may be, or to an Affiliate thereof designated by BCP or WPP,
as the case may be, who has become bound by the terms of
this Agreement pursuant to this Section 2.04, all shares of
Common Stock owned by such Affiliate Transferee, and BCP and
WPP hereby agree to cause such Affiliate Transferee prior to
the time it ceases to be an Affiliate of BCP or WPP to so
transfer such Common Stock.
(b) Each of BCP and WPP may Transfer any Common
Stock held by it, in whole or in part, to any of its or its
Affiliates' limited partners that is not an Affiliate of BCP
or WPP (a "Partner Transferee") without incurring any
obligations pursuant to Sections 2.05 or 2.06 hereof,
provided that if, following any Transfer pursuant to this
Section 2.04(b), any Partner Transferee combined with its
Affiliates, if any, will be the beneficial owner or owners
of in aggregate 10% or more of the then outstanding shares
<PAGE>
of Common Stock, such Partner Transferee shall enter into a
Transferee Agreement as provided in Section 2.03 hereof.
SECTION 2.05. Right of First Refusal. (a) In the
event that any Holder (the "Offeror") shall have made an
offer to, or shall have an offer from, a third party (the
"Third Party Offeree") to sell or otherwise transfer shares
of Common Stock owned by such Holder in one transaction or
from time to time in a series of transactions (except in a
registered public offering or pursuant to Rule 144 under the
Securities Act), the Holder Offeree (as defined below) and
the Company shall have a right of first refusal with respect
to such Common Stock as set forth below. Prior to such sale
or transfer of shares of Common Stock to the Third Party
Offeree, the Offeror shall offer such Common Stock (the
"Offered Shares") for purchase by BCP, in the case of WPP
and Affiliates or transferees of WPP, or by WPP, in the case
of BCP and Affiliates or transferees of BCP (the "Holder
Offeree"), as hereinafter provided by notifying the Holder
Offeree in writing of such offer, setting forth the terms
and conditions of sale and the price at which the Offeror
proposes to sell the Offered Shares (the "Offer Terms") and
the identity of the Third Party Offeree (with a copy of such
notice given to the Company concurrently with such notice to
the Holder Offeree). The giving of such notice shall
constitute an offer by the Offeror, irrevocable during the
20-day period referred to in and subject to the terms of
this Section 2.05, to sell to the Holder Offeree the Offered
Shares on the Offer Terms. The Holder Offeree shall have a
period of 20 days after the receipt of such notice from the
Offeror in which to notify the Offeror in writing that it
(or any of its Affiliates) elects to purchase the Offered
Shares upon the Offer Terms. If the Holder Offeree (or any
of its Affiliates) elects to purchase the Offered Shares, it
shall give irrevocable notice of such election to the
Offeror within such 20-day period. If the Holder Offeree
does not give notice to the Offeror within such 20-day
period or at any time during such 20-day period the Holder
Offeree gives notice that it does not elect to purchase the
Offered Shares, the Offeror shall offer the Offered Shares
for purchase by the Company (together with the Holder
Offeree, the "Refusal Offerees") by notifying the Company in
writing of such offer, setting forth the Offer Terms and the
identity of the Third Party Offeree. The giving of notice
shall constitute an offer by the Offeror, irrevocable during
the 10 days following the Company's receipt of such notice,
to sell to the Company the Offered Shares on the Offer
Terms. During such 10-day period, the Company may
<PAGE>
irrevocably notify the Offeror in writing that it (or any of
its Affiliates other than BCP and WPP) elects to purchase
the Offered Shares upon the Offer Terms. If the Company
does not give notice to the Offeror within such 10-day
period or at any time during such 10-day period the Company
gives notice that it does not elect to purchase the Offered
Shares, the Offeror shall be free to sell the Offered Shares
to the Third Party Offeree on the Offer Terms (or, if there
has been a material change in the facts considered by the
Offeror and the Third Party Offeree in arriving at the Offer
Terms, at a price which is at least 90% of the offered price
and upon terms which are at least as favorable to the
Offeror as the Offer Terms) provided that (i) such sale to
the Third Party Offeree shall be consummated within 45 days
after the 10-day period referred to above and (ii) the
Offeror shall furnish to the Refusal Offerees (x) a
certificate of an officer of the Offeror specifying the
price and other material terms of sale to the Third Party
Offeree, (y) a written instrument of the Third Party Offeree
pursuant to which the Third Party Offeree represents and
warrants that it is acquiring the Offered Shares for its own
account and not for purposes of distribution thereof and
(z) a Transfer Agreement of the Third Party Offeree pursuant
to Section 2.03 hereof in which the Third Party Offeree
agrees to be bound by the obligations of this Agreement;
provided, however, that clause (ii)(z) of this Section
2.05(a) shall apply only if, following such sale of Offered
Shares, the Third Party Offeree and its Affiliates will be
the beneficial owner or owners of in the aggregate 10% or
more of the then outstanding shares of Common Stock or a
member of a group, within the meaning of Section 13(d)(3) of
the Securities Exchange Act of 1934, that is such an owner.
(b) In the event that a Refusal Offeree (or any
of its Affiliates) elects to purchase the Offered Shares
pursuant to paragraph (a) of this Section 2.05, the Offeror
(including any Tag-Along Stockholders selling pursuant to
Section 2.06 hereof) shall be obligated to sell to such
Refusal Offeree (or its Affiliates), and such Refusal
Offeree (or its Affiliates) shall be obligated to purchase
from the Offeror (and Tag-Along Stockholders), the Offered
Shares upon the Offer Terms. The written notice of election
given to the Offeror pursuant to paragraph (a) of this
Section 2.05 shall specify the place and date (not later
than the later of 45 days from the date such notice is given
and the expiration of any applicable waiting period under
the HSR Act) for the closing of such purchase. At the
closing of a purchase of Offered Shares hereunder, the
<PAGE>
Refusal Offeree (or its Affiliates) shall pay to the Offeror
(and Tag-Along Stockholders) the purchase price for all the
Offered Shares in accordance with paragraph (a) of this
Section 2.05 and the Offeror (and Tag-Along Stockholders)
will deliver or cause to be delivered to the Refusal Offeree
(or its Affiliates) a certificate or certificates
representing the Offered Shares, duly endorsed or
accompanied by appropriate stock powers duly executed in
blank and a certificate containing the representation
described in clause (iii) of the next sentence. The
obligation of the Offeror (and Tag-Along Stockholders) to
deliver the Offered Shares and the Refusal Offeree (or its
Affiliates) to purchase the Offered Shares at such closing
shall be subject only to the conditions that (i) no
preliminary or permanent injunction or other order, decree
or ruling issued by a court of competent jurisdiction or by
a governmental, regulatory or administrative agency or
commission shall be in effect which would prohibit such sale
and delivery, (ii) any applicable waiting period under the
HSR Act shall have expired and any other applicable
governmental approvals and clearances shall have been
obtained and (iii) with respect to the obligation of the
Refusal Offeree (or its Affiliates), the Offeror shall
deliver to the Refusal Offeree (or its Affiliates) a
representation in form and substance reasonably satisfactory
to the Refusal Offeree (or its Affiliates) that the Offeror
(and Tag-Along Stockholders) has good and marketable title
to the Offered Shares, free and clear of all liens, claims,
encumbrances and security interests, and that the Offeror
(and Tag-Along Stockholders) has full right, power and
authority to effect such sale.
(c) A Holder shall be entitled to rights under
this Section 2.05 only so long as such Holder (combined with
its Affiliates) beneficially owns 8% or more of the then
outstanding shares of Common Stock.
SECTION 2.06. Tag-Along Rights. (a) Anything in
this Agreement to the contrary notwithstanding, if any
Holder or group of Holders proposes, in a single transaction
or from time to time in a group of related transactions, to
sell or otherwise dispose of an amount of Common Stock equal
to 5% or more of the shares of Common Stock then outstanding
(other than (a) to an Affiliate of such Holder(s), (b) in a
registered public offering or (c) pursuant to Rule 144 of
the Securities Act), such Holder(s) shall refrain from
effecting such transaction(s) unless, prior to the
consummation thereof, BCP and WPP (and their Affiliates)
<PAGE>
shall have been afforded the opportunity to join in such
transfer as provided in clause (b) of this Section 2.06.
(b) Prior to the consummation of any transaction
subject to this Section 2.06, the Holder or Holders that
propose(s) to sell shares of Common Stock in a transaction
or series of related transactions (the "Selling Holder")
shall offer (the "Purchase Offer") in writing to BCP and WPP
(collectively with the Affiliates of BCP and WPP, the
"Tag-Along Stockholders") the option, exercisable by written
notice to such Selling Holder within 15 days after receipt
of the Purchase Offer, to require the Selling Holder to
arrange for the proposed purchaser or purchasers (the
"Proposed Purchaser") to purchase at the same time as the
purchase from the Selling Holder, the number of shares
described below at the price per share (the "Offering
Price") at which and on the terms and conditions (the
"Offering Terms") on which the Proposed Purchaser purchases
the shares of Common Stock of the Selling Holder. If any of
the Tag-Along Stockholders shall so elect, the Selling
Holder shall arrange for the Proposed Purchaser to purchase
the total number of shares of Common Stock as originally
agreed upon between the Selling Holder and the Proposed
Purchaser but from both the Selling Holder and the Tag-Along
Stockholder, pro rata in the proportion to each such
seller's total beneficial ownership of Common Stock
immediately prior to the Purchase Offer, provided, however,
that the Tag-Along Stockholder may elect, in its original
written notice to the Selling Holder, to sell an amount of
Common Stock less than such pro rata amount. In the event
that a sale or other transfer subject to this Section 2.06
is to be made, the Selling Holder shall notify the Proposed
Purchaser that the sale or other transfer is subject to this
Section 2.06 and shall ensure that no sale or other transfer
is consummated without first complying with this Section
2.06.
(c) A Holder shall be entitled to rights under
this Section 2.06 only so long as such Holder (combined with
its Affiliates) beneficially owns 4% or more of the then
outstanding shares of Common Stock.
SECTION 2.07. Prohibition on Encumbrance. No
Holder shall pledge, hypothecate or grant a security
interest in any of the shares of Common Stock held by it;
provided, however, that a Holder may pledge, hypothecate or
grant a security interest in such shares to a lender if such
lender agrees in writing to be bound by the terms of this
<PAGE>
Agreement (and acknowledges that it shall not receive any of
the rights granted to Holders under this Agreement) and such
lender is not granted any voting rights prior to
foreclosure.
ARTICLE III
Registration Rights
SECTION 3.01. Demand Registrations. At any time
following the Recapitalization, the Company shall, upon the
written demand of BCP or WPP (the "Demanding Party"), use
its best efforts to effect the registration (a "Demand
Registration") under the Securities Act of such number of
Registration Shares then beneficially owned by the Demanding
Party and its Affiliates as shall be indicated in a written
demand by the Demanding Party sent to the Company and to the
other Holders, if any, with demand rights pursuant to this
Section 3.01; provided, however, that as to each of BCP and
WPP (a) the Company shall be obligated to effect a total of
no more than five Demand Registrations, with no more than
two such Demand Registrations in any twelve month period,
with the first such Demand Registration occurring no earlier
than January 1, 1995 (unless this date restriction is waived
by the Company); (b) the Company shall not be obligated to
effect a Demand Registration unless the total number of
shares of Common Stock proposed to be registered by such
Demanding Party equals (x) at least 5% of the total number
of Registration Shares held by such Demanding Party
immediately following the Recapitalization or (y) all of
such Demanding Party's Common Stock, (c) if a registration
pursuant to this Section 3.01 involves an underwritten
offering and the managing underwriter advises the Company
that, in the opinion of such managing underwriter, the
number of Registration Shares proposed to be included in
such registration would have a material adverse effect on
the success of the offering, then the Company will include
in such registration only the number of Registration Shares
requested to be included in such registration that, in the
opinion of such managing underwriter, can be successfully
sold, (d) a Demand Registration shall not count as such
until it has become effective, except that if, after it has
become effective, the offering of Registration Shares
pursuant to such registration is interfered with by any stop
order, injunction or other order or requirement of the SEC
or any other governmental authority, such registration shall
be deemed not to have been effected unless such stop order,
<PAGE>
injunction or other order or requirement shall subsequently
have been vacated or otherwise removed. Upon receipt of the
Demanding Party's written demand and subject to Section 3.04
hereof, the Company shall expeditiously effect the
registration under the Securities Act of the Registration
Shares and use its best efforts to have such registration
become and remain effective as provided in Section 3.10.
The Demanding Party, together with any other party
participating in the Demand Registration pursuant to
Section 3.02 hereof (unless such other party is registering
less than 80% of the amount of Registration Shares being
registered by the Demanding Party), shall have the right to
select the managing underwriter for a Demand Registration.
SECTION 3.02. Piggyback Registrations. (a) If
the Company proposes to register, or is caused to register
pursuant to a demand registration, any Common Stock under
the Securities Act for sale for cash (otherwise than in
connection with the registration of Common Stock issuable
pursuant to an employee or director stock option, stock
purchase or similar plan or pursuant to a merger, exchange
offer or a transaction of the type specified in Rule 145(a)
under the Securities Act), the Company shall give BCP and
WPP notice of such proposed registration at least 15 days
prior to the filing of a registration statement. At the
written request of BCP or WPP delivered to the Company
within 10 days after the receipt of the notice from the
Company, which request shall state the number of
Registration Shares that such party wishes to sell or
distribute publicly under the registration statement pro-
posed to be filed by the Company, the Company shall use its
best efforts to register under the Securities Act such
Registration Shares, and to cause such registration (a
"Piggyback Registration") to become and remain effective as
provided in Section 3.10. In a piggyback registration
pursuant to this Section 3.02 (other than a piggyback
registration on a Demand Registration), the managing
underwriter shall be selected by the Company in consultation
with the Piggyback Party or Piggyback Parties, as the case
may be.
(b) If a Piggyback Registration is an under-
written primary registration on behalf of the Company, and
the managing underwriters thereof advise the Company in
writing that in their opinion the number of shares of Common
Stock requested to be included in the registration exceeds
the number which can be sold in the offering, the Company
shall include in the registration (i) first, the Common
<PAGE>
Stock the Company proposes to sell and (ii) second, the
Registration Shares that BCP or WPP propose to sell divided
pro rata between BCP and WPP based on the total beneficial
ownership of Common Stock of each of BCP and WPP,
respectively, at the time notice is given to the Company by
such managing underwriters. Any Piggyback Party shall be
given prompt notice by the Company of any such cutback.
(c) If a Piggyback Registration is an under-
written secondary registration on behalf of a Demanding
Party and the managing underwriters thereof advise the
Company in writing that in their opinion the number of
shares of Common Stock requested to be included in the
registration exceeds the number which can be sold in the
offering, the Company shall include in the registration (i)
first, a pro rata amount of each of BCP and WPP's
Registration Shares, based on the total beneficial ownership
of Common Stock of each of BCP and WPP, respectively, at the
time notice is given to the Company by such managing
underwriters, until one such party has had all shares so
demanded included and (ii) second, the Registration Shares
of the other party, if any. Any Piggyback Party shall be
given prompt notice by the Company of any such cutback. In
the event the Company subsequently desires to participate in
such a registration of securities, the Company shall include
in the registration (A) first, the Registration Shares BCP
and WPP propose to sell and (B) second, the Common Stock
that the Company proposes to sell.
SECTION 3.03. Lock-up. Each Holder hereby agrees
that, in connection with any public offering effected
pursuant to this Article III, such Holder will, if so
requested by the managing underwriter of such offering,
enter into a customary lock-up agreement not to transfer any
Common Stock held by it for a period of up to 90 days
following such offering (such lock-up agreement in form and
substance acceptable to such managing underwriter).
SECTION 3.04. The Company's Right to Delay Demand
Registration. The Company shall not be obligated to file a
registration statement relating to any Demand Registration
pursuant to Section 3.01 hereof if counsel to the Company
renders an opinion, in form and substance reasonably
satisfactory to the Demanding Party, to the effect that
registration is not required for the proposed transfer of
Registration Shares or if a post-effective amendment to an
existing registration statement would be sufficient for such
proposed transfer (and the Company files such a post-
<PAGE>
effective amendment to effect the proposed transfer). The
Company may delay filing the registration statement relating
to any Demand Registration pursuant to Section 3.01 hereof
for not more than 60 days if (i) in the case of an
underwritten offering, the Company has filed, or has taken
substantial steps toward filing, a registration statement
relating to any of the Company's securities (the "Company
Securities"), and the managing underwriter is of the opinion
that the filing of a registration statement with respect to
the Demand Registration would adversely affect the offering
by the Company of Company Securities, or (ii) the Board of
Directors of the Company determines in good faith, by
resolution, that the filing of a registration statement
would, if not so deferred, materially and adversely affect a
then proposed or pending financial project, acquisition,
merger or corporate reorganization.
SECTION 3.05. Indemnification by the Company. In
the event of any registration of any Registration Shares
under the Securities Act, the Company shall, and hereby
does, indemnify and hold harmless each Registration Rights
Party, its directors and officers, each other person who
participates as an underwriter in the offering or sale of
such Registration Shares and each other person, if any, who
controls such Registration Rights Party or any such
underwriter within the meaning of Section 15 of the Securities
Act against any losses, claims, damages or liabilities,
joint or several, to which such Registration Rights Party or
any such director or officer or underwriter or controlling
person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or
liabilities (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any
material fact contained in any registration statement under
which the Registration Shares were registered under the
Securities Act, any preliminary prospectus, final prospectus
or summary prospectus contained therein, or any amendment or
supplement thereto, or any omission or alleged omission to
state therein a material fact required to be stated therein
or necessary to make the statements therein in light of the
circumstances in which they were made not misleading, and
the Company shall reimburse each Registration Rights Party,
and each such director, officer, underwriter and controlling
person for any legal or any other expenses reasonably
incurred by them in connection with investigating or
defending any such loss, claim, damage, liability, action or
proceeding; provided, however, that the Company shall not be
<PAGE>
liable in any such case to the extent that any such loss,
claim, damage, liability (or action or proceeding in respect
thereof) or expense arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged
omission made in such registration statement, preliminary
prospectus, final prospectus, summary prospectus, amendment
or supplement in reliance upon and in conformity with
written information about a Registration Rights Party
furnished to the Company through an instrument duly executed
by or on behalf of such Registration Rights Party,
specifically stating that it is for use in the preparation
thereof; and provided further, however, that the Company
shall not be liable to any person who participates as an
underwriter in the offering or sale of Registration Shares
or any other person, if any, who controls such underwriter
within the meaning of the Securities Act, in any such case
to the extent that any such loss, claim, damage, liability
(or action or proceeding in respect thereof) or expense
arises out of such person's failure to send or give a copy
of the final prospectus, as the same may be then
supplemented or amended, to the person asserting an untrue
statement or alleged untrue statement or omission or alleged
omission at or prior to the written confirmation of the sale
of Registration Shares to such person if such statement or
omission was corrected in such final prospectus. Such
indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of a Registration
Rights Party or any such director, officer or controlling
person and shall survive the transfer of the Registration
Shares by such Registration Rights Party.
SECTION 3.06. Indemnification by the Registration
Rights Party. The Company may require, as a condition to
including any Registration Shares in any registration
statement filed pursuant to Section 3.01 or 3.02, that the
Company shall have received an undertaking reasonably
satisfactory to it from the Registration Rights Party to
indemnify and hold harmless (in the same manner and to the
same extent as set forth in Section 3.05) the Company, each
director of the Company, each officer of the Company signing
such registration statement and each other person, if any,
who controls the Company within the meaning of Section 15 of
the Securities Act with respect to any untrue statement or
alleged untrue statement of any material fact in such
registration statement, any preliminary prospectus, final
prospectus or summary prospectus contained therein or any
amendment or supplement thereto, or omission to state
therein a material fact required to be stated therein or
<PAGE>
necessary to make the statements therein in light of the
circumstances in which they were made not misleading, if
such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and
in conformity with written information about the
Registration Rights Party as a shareholder of the Company
furnished to the Company through an instrument duly executed
by the Registration Rights Party specifically stating that
it is for use in the preparation of such registration
statement, preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement. Such indemnity shall
remain in full force and effect, regardless of any
investigation made by or on behalf of the Company or any
such director, officer or controlling person and shall
survive the transfer by the seller of the securities of the
Company being registered.
SECTION 3.07. Notices of Claims, etc. Promptly
after receipt by an indemnified party of notice of the
commencement of any action or proceeding involving a claim
referred to in Section 3.05 or 3.06, such indemnified party
will, if a claim in respect thereof is to be made against an
indemnifying party, give notice to the latter of the
commencement of such action; provided, however, that the
failure of any indemnified party to give notice as provided
herein shall not relieve the indemnifying party of its
obligations under Section 3.05 or 3.06, except to the extent
that the indemnifying party is actually prejudiced by such
failure to give notice. In case any such action is brought
against an indemnified party, unless in such indemnified
party's reasonable judgment a conflict of interest between
such indemnified and indemnifying parties may exist or the
indemnified party may have defenses not available to the
indemnifying party in respect of such claim, the indemnify-
ing party shall be entitled to participate in and to assume
the defense thereof, with counsel reasonably satisfactory to
such indemnified party, and after notice from the indemnify-
ing party to such indemnified party of its election so to
assume the defense thereof, the indemnifying party shall not
be liable to such indemnified party for any legal or other
expenses subsequently incurred by the latter in connection
with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall be liable for
any settlement of any action or proceeding effected without
its written consent. No indemnifying party shall, without
the consent of the indemnified party, consent to entry of
any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the
<PAGE>
claimant or plaintiff to such indemnified party of a release
from all liability in respect to such claim or litigation.
SECTION 3.08. Other Indemnification. Indemnifi-
cation similar to that specified in Section 3.05 and 3.06
hereof (with appropriate modifications) shall be given by
the Company and the Registration Rights Party with respect
to any required registration or other qualification of
Registration Shares under any Federal or state law or
regulation of any Governmental Authority other than the
Securities Act.
SECTION 3.09. Indemnification Payments. The
indemnification required by this Article III shall be made
by periodic payments of the amount thereof during the course
of the investigation or defense, as and when bills are
received or expense, loss, damage or liability is incurred.
SECTION 3.10. Registration Covenants of the
Company. In the event that any Registration Shares of the
Registration Rights Party are to be registered pursuant to
Section 3.01 or 3.02 hereof, the Company covenants and
agrees that it shall use its best efforts to effect the
registration and cooperate in the sale of the Registration
Shares to be registered and shall as expeditiously as
possible:
(a) (i) prepare and file with the SEC a registra-
tion statement with respect to the Registration Shares
(as well as any necessary amendments or supplements
thereto) (a "Registration Statement") and (ii) use its
best efforts to cause the Registration Statement to
become effective;
(b) prior to the filing described above in Section
3.10(a), furnish to the Registration Rights Party
copies of the Registration Statement and any amendments
or supplements thereto and any prospectus forming a
part thereof, which documents shall be subject to the
review of counsel for the Registration Rights Party
(but not approval of such counsel except with respect
to any statement in the Registration Statement which
relates to the Registration Rights Party);
(c) notify the Registration Rights Party, promptly
after the Company shall receive notice thereof, of the
time when the Registration Statement becomes effective
or when any amendment or supplement or any prospectus
<PAGE>
forming a part of the Registration Statement has been
filed;
(d) notify the Registration Rights Party promptly
of any request by the SEC for the amending or
supplementing of the Registration Statement or
prospectus or for additional information;
(e) (i) advise the Registration Rights Party after
the Company shall receive notice or otherwise obtain
knowledge of the issuance of any order by the SEC
suspending the effectiveness of the Registration
Statement or any amendment thereto or of the initiation
or threatening of any proceeding for that purpose and
(ii) promptly use its best efforts to prevent the
issuance of any stop order or to obtain its withdrawal
promptly if a stop order should be issued;
(f) (i) prepare and file with the SEC such amend-
ments and supplements to the Registration Statement and
the prospectus forming a part thereof as may be
necessary to keep the Registration Statement effective for
the lesser of (A) a period of time necessary to permit
the Registration Rights Party to dispose of all its
Registration Shares and (B) 30 days and (ii) comply
with the provisions of the Securities Act with respect
to the disposition of all Registration Shares covered
by the Registration Statement during such period in
accordance with the intended methods of disposition by
the Registration Rights Party set forth in the
Registration Statement;
(g) furnish to the Registration Rights Party such
number of copies of the Registration Statement, each
amendment and supplement thereto, the prospectus
included in the Registration Statement (including each
preliminary prospectus) and such other documents as the
Registration Rights Party may reasonably request in
order to facilitate the disposition of the Registration
Shares owned by the Registration Rights Party;
(h) use its best efforts to register or qualify
such Registration Shares under such other securities or
blue sky laws of such jurisdictions as determined by
the underwriters after consultation with the Company
and the Registration Rights Party and do any and all
other acts and things which may be reasonably necessary
or advisable to enable the Registration Rights Party to
<PAGE>
consummate the disposition in such jurisdictions of the
Registration Shares (provided that the Company shall
not be required to (i) qualify generally to do business
in any jurisdiction in which it would not otherwise be
required to qualify but for this Section 3.10(h), (ii)
subject itself to taxation in any such jurisdiction or
(iii) consent to general service of process in any such
jurisdiction);
(i) notify the Registration Rights Party, at any
time when a prospectus relating thereto is required to
be delivered under the Securities Act, of the happening
of any event as a result of which the Registration
Statement would contain an untrue statement of a
material fact or omit to state any material fact
required to be stated therein or necessary to make the
statements therein not misleading, and, at the request
of the Registration Rights Party, prepare a supplement
or amendment to the Registration Statement so that the
Registration Statement shall not, to the Company's
knowledge, contain an untrue statement of a material
fact or omit to state any material fact required to be
stated therein or necessary to make the statements
therein not misleading;
(j) if the Common Stock is not then listed on a
securities exchange, and if the NASD is reasonably
likely to permit the reporting of the Common Stock on
NASDAQ, use its best efforts, consistent with the then-
current corporate structure of the Company, to
facilitate the reporting of the Common Stock on NASDAQ;
(k) provide a transfer agent and registrar, which
may be a single entity, for all the Registration Shares
not later than the effective date of the Registration
Statement;
(l) enter into such customary agreements (includ-
ing an underwriting agreement in customary form) and
take all such other action, if any, as the Registration
Rights Party or the underwriters shall reasonably
request in order to expedite or facilitate the
disposition of the Registration Shares pursuant to this
Article III;
(m) (i) make available for inspection by the
Registration Rights Party, any underwriter
participating in any disposition pursuant to the
<PAGE>
Registration Statement and any attorney, accountant or
other agent retained by the Registration Rights Party
or any such underwriter all relevant financial and
other records, pertinent corporate documents and
properties of the Company and (ii) cause the Company's
officers, directors and employees to supply all
relevant information reasonably requested by the
Registration Rights Party or any such underwriter,
attorney, accountant or agent in connection with the
Registration Statement;
(n) use its best efforts to cause the Registration
Shares covered by the Registration Statement to be
registered with or approved by such other Governmental
Authorities as may be necessary to enable the
Registration Rights Party to consummate the disposition
of such Registration Shares; and
(o) cause the Company's independent public
accountants to provide a comfort letter in customary
form and covering such matters of the type customarily
covered by comfort letters.
SECTION 3.11. Shelf Registrations. If a
Demanding Party shall demand a shelf registration pursuant
to paragraph (a) of this Section 3.01 or a Piggyback Party
shall piggyback on a shelf registration pursuant to Section
3.02 hereof, such Demanding Party or Piggyback Party shall
have 30 days from the time such shelf registration is
declared effective by the Securities and Exchange Commission
to distribute all Registration Shares so registered.
SECTION 3.12. Expenses. In connection with any
Demand Registration pursuant to Section 3.01, the Company
shall pay all registration, filing and NASD fees, all fees
and out-of-pocket expenses of complying with securities or
blue sky laws, all word processing, duplicating and printing
expenses, all messenger and delivery expenses, the
reasonable fees and disbursements of the Company's
independent public accountants for services required because
of the Demand Registration (including the expenses of
comfort letters required for the Demand Registration) and
any fees and disbursements of underwriters customarily paid
by issuers or sellers of securities. In any registration,
(i) the Registration Rights Party shall pay for its own
underwriting discounts and commissions and transfer taxes
and (ii) each of the Company and the Registration Rights
Party shall pay for its own counsel.
<PAGE>
SECTION 3.13. Assignment of Registration
Rights. BCP and WPP may assign their rights under this
Article III in whole or in part to anyone to whom BCP or
WPP, respectively, sells, transfers or assigns any of the
Registration Shares (other than in sales pursuant to Rule
144 under the Securities Act or a registered public sale);
provided, however, that no assignment shall increase the
Company's obligations to effect registrations or pay
expenses thereof.
SECTION 3.14. Other Registration Rights. The
Company shall not grant any right of registration under the
Securities Act relating to any of its securities to any
person other than BCP, WPP or an assignee of BCP or WPP
unless BCP and WPP shall be entitled to have included in any
piggyback registration pursuant to such grant a number of
Registration Shares requested by BCP and WPP to be so
included representing at least 30% of such offering prior to
the inclusion of any securities requested to be registered
by the persons entitled to any such registration rights.
SECTION 3.15. Rule 144. So long as the Company
is subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act, the Company shall take all
actions reasonably necessary to enable BCP and WPP to sell
the Registration Shares without registration under the
Securities Act within the limitation of the exemptions
provided by Rule 144 under the Securities Act, as such Rule
may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC, including filing on
a timely basis all reports required to be filed by the
Company by the Exchange Act. Upon the request of BCP or
WPP, the Company shall deliver to BCP or WPP a written
statement as to whether it has complied with such
requirements.
ARTICLE IV
Fees and Other Payments
SECTION 4.01. Monitoring Fee. Following the
consummation of the Recapitalization, Group (or any of its
subsidiaries or affiliates, on Group's behalf) shall pay an
annual monitoring fee of $1,000,000 per year to each of BCP
and WPP (the "Monitoring Fee"). Following the consummation
of the Recapitalization, the annual operating management fee
<PAGE>
set forth in Section 6.4 of the Stockholders Agreement and
the Management and Retainer Services Fee set forth in the
Management and Retainer Agreement (collectively, the "Former
Fees") shall no longer be payable (although BCP and WPP or
their affiliates shall not be required to refund any portion
of the Former Fees already paid at the time of the
Recapitalization). The Monitoring Fee shall be payable in
quarterly installments at the beginning of each quarter
commencing after the consummation of the Recapitalization.
In consideration of the Monitoring Fee, each of BCP and WPP
shall provide personnel to monitor the management of the
Company and its subsidiaries, including Group. Such
personnel shall not receive any separate compensation for
such services except as provided herein, but such personnel
(or BCP or WPP on their behalf) shall be entitled to
reimbursement of their reasonable out-of-pocket expenses in
connection therewith, including travel expenses, and shall
provide documentation of such expenses to the Company upon
request.
SECTION 4.02. Other Fees Not Precluded.
Notwithstanding the foregoing, nothing contained herein
shall preclude BCP and WPP or their Affiliates from
receiving fees in addition to the Monitoring Fee; provided
that any such fees shall be for services ("Additional
Services") in addition to providing personnel to monitor the
management of the Company and its subsidiaries. Additional
Services may include, but are not limited to, services in
connection with transactions such as acquisitions,
divestitures, the negotiation of credit agreements or
amendments thereto, sales and dispositions of assets or
subsidiaries, public or private offerings of debt or equity
securities, work-outs and other traditional or nontraditional
investment banking, consultant or management services.
SECTION 4.03. Compensation of Directors. Each
director of the Company and Group who is not a full-time
employee thereof shall receive reimbursement of out-of-pocket
expenses incurred in connection with attendance at
meetings of, and other activities relating to, serving on
the Boards of Directors and any committees thereof.
Following the Recapitalization, a director's fee of $40,000
per year, payable quarterly, for each such director shall be
paid to each such director unless and to the extent that WPP
or BCP shall notify the Company or Group that it should
receive the director's fees for the directors that it has
the right to designate to the Boards of Directors of the
<PAGE>
Company and Group. Nothing contained herein shall preclude
the Boards of Directors of the Company or Group from
increasing director's fees or authorizing directors stock
options or additional director's fees.
SECTION 4.04. Accrual of Payments. To the extent
that the payment of any of the fees, expenses or other
compensation provided for in this Agreement is not timely
made, such fees, expenses or other compensation shall be
accrued, together with interest thereon at the rate of
interest announced publicly in New York, New York, from time
to time by Citibank, N.A., as its base rate and shall be
paid as soon as practicable.
ARTICLE V
Miscellaneous
SECTION 5.01. Amendment and Restatement of the
Stockholders Agreement; Complete Agreement. Subject to, and
effective only upon, the consummation of the
Recapitalization, this Agreement shall constitute an
amendment and restatement of the Stockholders Agreement.
This Agreement constitutes the entire agreement and
understanding among the parties hereto with respect to the
matters referred to herein and supersedes all prior
agreements and understandings among the parties hereto with
respect to the matters referred to herein, including,
without limitation, the Stockholders Agreement and the
Management and Retainer Agreement.
SECTION 5.02. No Inconsistent Agreements.
Neither the Company nor any of its subsidiaries shall, and
BCP and WPP shall not permit the Company or any of its
subsidiaries to, enter into any agreement inconsistent with
the terms of this Agreement.
SECTION 5.03. Amendment. Except as otherwise
expressly provided herein, this Agreement may not be
amended, modified or supplemented and no waivers of or
consents to departures from the provisions hereof may be
given unless consented to in writing by each of the parties
hereto.
SECTION 5.04. Notices. All notices, statements,
instructions or other documents provided for herein shall be
in writing and shall be either transmitted by facsimile or
<PAGE>
delivered either personally or by mailing the same in a
sealed envelope, first-class mail, postage prepaid and
either certified or registered, return receipt requested,
addressed as follows: ,
For notices and communications to the Company or
Group:
210 Madison Avenue
New York, NY 10016
Attention: Elizabeth R. Philipp, Esq.
and
8320 University Executive Park
Suite 102
Charlotte, NC 28262
Attention: Corporate Counsel
For notices and communications to BCP:
118 North Bedford Road
Suite 300
Mount Kisco, New York 10549
Attention: Mr. David A. Stockman
For notices and communications to WPP:
31 West 52nd Street
New York, New York 10019
Attention: Mr. Randall J. Weisenburger
Each party, by written notice given to the other parties in
accordance with this Section 5.04, may change the address to
which notices, statements, instructions or other documents
are to be sent to such party. All notices, statements,
instructions and other documents hereunder shall be deemed
to have been given on the earlier of the date of actual or
facsimile delivery and three days after the date of mailing,
except that notice of a change of address shall be effective
only upon actual delivery.
<PAGE>
SECTION 5.05. Successors; Assigns. The terms and
conditions of this Agreement shall be binding on and inure
to the benefit of the respective successors and permitted
assigns of the parties hereto.
SECTION 5.06. Counterparts. This Agreement may
be executed by the parties hereto in any number of
counterparts, each of which shall be deemed to be an
original, but all of which shall together constitute one and
the same instrument.
SECTION 5.07. Severability. The invalidity,
illegality or unenforceability of any provision of this
Agreement in any jurisdiction shall not affect the validity,
legality or enforceability of the remainder of this
Agreement in such jurisdiction or the validity, legality or
enforceability of this Agreement or such provision in any
other jurisdiction, it being the intent of the parties
hereto that all rights and obligations of the parties hereto
under this Agreement shall be enforceable to the fullest
extent permitted by law.
SECTION 5.08. Headings. The section headings
herein are for convenience of reference only and in no way
define, limit or extend the scope or intent of this
Agreement or any provisions hereof.
SECTION 5.09. Applicable Law. The laws of the
State of Delaware shall govern this Agreement, regardless of
the laws that might be applied under applicable principles
of conflicts of laws.
SECTION 5.10. Term of the Agreement. This
Agreement shall become effective only upon consummation of
the Recapitalization and shall expire 10 years after the
date hereof unless extended by the parties hereto.
SECTION 5.11. No Third-Party Beneficiaries. This
Agreement is intended to be solely for the benefit of the
parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision
hereof be enforced by, any other person.
SECTION 5.12. Specific Performance. Each party
hereto acknowledges that its failure to comply with the
provisions of this Agreement will result in irreparable and
continuing damage to the other parties hereto for which
there will be no adequate remedies at law and that, in the
<PAGE>
event of a failure of any party hereto to comply with the
terms of this Agreement, the other parties hereto shall be
entitled to injunctive relief, without the necessity of
proving actual damages and without being required to post a
bond or other security, and to such other and further relief
as may be proper and necessary to ensure compliance with the
provisions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the day and year first above
written.
BLACKSTONE CAPITAL PARTNERS, L.P.,
by BLACKSTONE MANAGEMENT
PARTNERS, L.P., its general
partner,
by David A. Stockman
Name: David A. Stockman
Title: General Partner
WASSERSTEIN PERELLA PARTNERS, L.P.,
by WASSERSTEIN PERELLA MANAGEMENT
PARTNERS, INC., its general
partner,
by W. Townsend Ziebold, Jr.
Name: W. Townsend Ziebold, Jr.
Title: Vice President
COLLINS & AIKMAN CORPORATION,
by Elizabeth Philipp
Name: Elizabeth Philipp
Title: Executive Vice President
COLLINS & AIKMAN GROUP, INC.,
by Elizabeth Philipp
Name: Elizabeth Philipp
Title: Executive Vice President