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EXHIBIT 99.1
EXECUTION COPY
WAIVER NO. 1 dated as of March 31, 2005
(this "Waiver"), to the Amended and Restated Credit
Agreement dated as of September 1, 2004 (as amended,
supplemented or otherwise modified from time to time,
the "Credit Agreement"), among COLLINS & AIKMAN
PRODUCTS CO., a Delaware corporation (the
"Borrower"), COLLINS & AIKMAN CORPORATION, a Delaware
corporation ("Holdings"), the financial institutions
from time to time party thereto (the "Lenders"),
CREDIT SUISSE FIRST BOSTON, as syndication agent,
DEUTSCHE BANK SECURITIES INC., as documentation
agent, and JPMORGAN CHASE BANK, N.A. (formerly known
as JPMorgan Chase Bank), as administrative agent (in
such capacity, the "Administrative Agent").
A. The Borrower has requested that the Required Lenders
agree
to waive certain provisions of the Credit Agreement as set forth
herein.
B. The Required Lenders are willing so to waive such
provisions of the Credit Agreement pursuant to the terms and
subject to the
conditions set forth herein.
C. Capitalized terms used and not otherwise defined herein
shall have the meanings assigned thereto in the Credit
Agreement.
SECTION 1. Waivers. (a) The Required Lenders hereby waive
the
obligation to deliver (i) the consolidated balance sheets and
related statements
of income and cash flows as of the end of and for fiscal year
2004 as required
to be delivered by Section 5.01(a) of the Credit Agreement (the
"2004 Financial
Statements"), (ii) the consolidated balance sheets and related
statements of
income and cash flows as of the end of and for the fiscal
quarter ending March
31, 2005 as required to be delivered by Section 5.01(b) of the
Credit Agreement
(collectively with the 2004 Financial Statements, the "Covered
Financial
Statements") and (iii) the certificate required to be delivered
by Section
5.01(c) of the Credit Agreement, but only to the extent such
certificate relates
to or would cover any of the Covered Financial Statements, in
the case of
clauses (i), (ii) and (iii) until the earlier of (x) the date on
which an event
of default, a termination event or a comparable event occurs
under any
Indebtedness having an outstanding principal amount exceeding
$15,000,000 for
failure to deliver any of the Covered Financial Statements
(other than the
Indentures (as defined below)), (y) the date that is 30 days
after the date on
which a notice of default for failure to deliver any of the
Covered Financial
Statements is delivered pursuant to any of the indentures (the
"Indentures")
with respect to the Permitted Senior Unsecured Notes and the
Permitted
Subordinated Notes or (z) June 15, 2005 (the period commencing
on the date this
Waiver becomes effective and ending on the earlier of the dates
referred to in
clauses (x), (y) and (z) of this Section being referred to
herein as the
"Covered Period").
(b) The Required Lenders hereby waive, during the Covered
Period, the application of all representations and warranties in
Article III of
the Credit Agreement
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and in any certificates delivered under the Credit Agreement to
the extent such
representations and warranties relate to the Investigation (as
defined below),
except to the extent that the facts relating to the matters that
are the subject
of the Investigation become materially inconsistent with such
facts previously
disclosed to the Administrative Agent, and such inconsistency is
materially
adverse to the Lenders.
(c) The Required Lenders hereby waive, during the Covered
Period, any Default arising from (i) the failure of the Borrower
to comply with
the requirements of Section 5.01(a), Section 5.01(b), Section
5.01(c), the first
sentence of Section 5.09 (but only to the extent the first
sentence of Section
5.09 relates to matters that are the subject of the
Investigation) and Section
5.10 (but only to the extent Section 5.10 relates to the
Borrower's obligation
to file annual reports on Form 10-K or quarterly reports on Form
10-Q pursuant
to Sections 13 or 15(d) of the Securities Exchange Act of 1934)
of the Credit
Agreement, (ii) the application of any of the representations
and warranties in
Article III of the Credit Agreement and in any cert
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