Agreement in Principle for Chapter 11 Restructuring of Guilford Mills, Inc. with Senior Lenders and Note Holders

Summary

This agreement outlines the preliminary terms for restructuring Guilford Mills, Inc. and its subsidiaries under a Chapter 11 bankruptcy plan. The parties include Guilford Mills, several affiliated companies, major banks (Wachovia, First Union, Bank One, BB&T), and senior note holders (including Prudential and MassMutual). The agreement is subject to conditions such as credit approval, debt limits, no material adverse changes, and satisfactory documentation. It will expire if certain bankruptcy milestones are not met by specified dates. The agreement is not binding until definitive documents are executed.

EX-10.1 3 a3-18ex10_1.txt Exhibit 10.1 ------------ Mr. John Emrich March 5, 2002 President Guilford Mills, Inc. 4925 West Market Street Greensboro, NC 27407 Telecopier number: 336 ###-###-#### Confirmation number: 336 ###-###-#### Re: Agreement in Principle. Dear Mr. Emrich: Reference is hereby made to that certain $130,000,000 Credit Agreement dated as of May 26, 2000 by and among Guilford Mills, Inc., Wachovia Bank, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, Bank One, N.A., as Documentation Agent, and the Banks parties thereto, (as amended, the "Credit Agreement"; capitalized terms used herein without definition have the meanings set forth in the Credit Agreement) and those certain Senior Notes dated as of December 18, 1998 made by the Borrower pursuant to the Note Purchase Agreements, as amended, between the Borrower and each of the Senior Note Holders. Subject to the terms hereof, this letter will confirm the agreement in principle of the undersigned, as Banks and Senior Note Holders, to the restructuring of the Borrower and the Guarantors pursuant to a Chapter 11 bankruptcy plan of reorganization having the terms and conditions set forth on the attached term sheets (the "Plan"). The obligation of each Bank and each Senior Note Holder to complete such a restructuring is subject, however, to satisfaction of the following conditions: (i) satisfactory credit approval by each of the Banks and the Senior Note Holders; (ii) the unsecured trade debt of the Borrower and the Guarantors shall not exceed $25,600,000 in the aggregate; (iii) the non-trade general non-priority unsecured debt of the Borrower and the Guarantors (excluding payroll and related expenses and excluding up to $15,000,000 for accrued benefits under certain employee benefit programs) shall not (a) exceed $10,400,000 in the aggregate or (b) otherwise exceed the line item caps set forth on Exhibit A to the term sheets; (iv) there shall not have occurred a material adverse change after the date hereof in the business, assets, operations, prospects or condition, financial or otherwise, of the Borrower and the Guarantors, taken as a whole, which material adverse change shall be determined in the sole discretion of such Bank and such Senior Note Holder and; (v) documentation, including, without limitation, the Plan and the instruments described in the attached term sheets, satisfactory in form and substance to each of the Banks and the Senior Note Holders. In the event that any of the undersigned Banks or Senior Note Holders determines not to vote for the Plan, such party's right to object to a proposed plan of reorganization on any ground whatsoever, including without limitation on the basis of improper classification of claims, is fully preserved, and shall not be affected hereby. Unless otherwise waived in writing by each of the Banks, the Senior Note Holders and the Borrower, the aforementioned agreement in principle shall expire upon the occurrence of any of the following events: (i) the Borrower and the Guarantors shall not have filed Chapter 11 bankruptcy petitions on or before April 1, 2002; (ii) the Plan shall not have been filed by April 15, 2002 and (iii) confirmation of the Plan shall not have occurred on or before June 30, 2002. This Letter Agreement may be executed by one or more of the undersigned parties in any number of counterparts and by different parties hereto in separate counterparts, each of which may be delivered by facsimile and which (including counterparts delivered by facsimile) when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such fully-executed counterpart. This letter agreement shall be governed by and construed and interpreted in accordance with, the laws of the State of New York Very truly yours, BANKS: WACHOVIA BANK, N.A., FIRST UNION NATIONAL BANK, individually as a Bank individually as a Bank By: /s/ Collen McCullum By: /s/ Collen McCullum ---------------------------- ---------------------------- Name: Collen McCullum Name: Collen McCullum Title: Director Title: Director BANK ONE, N.A., BRANCH BANKING AND TRUST COMPANY, individually as a Bank individually as a Bank By: /s/ C. Dianne Wooley By: /s/ Richard C. F. Spencer ---------------------------- ---------------------------- Name: C. Dianne Wooley Name: Richard C. F. Spencer Title: First Vice President Title: Senior Vice President 2 SENIOR NOTE HOLDERS: THE PRUDENTIAL INSURANCE AMERICAN GENERAL ANNUITY COMPANY OF AMERICA INSURANCE COMPANY THE VARIABLE ANNUITY LIFE INSURANCE COMPANY By: /s/ Thomas E. Luther By: /s/ Lochlan O. McNew ---------------------------- ---------------------------- Name: Thomas E. Luther Name: Lochlan O. McNew Title: Vice President Title: Vice President MASSACHUSETTS MUTUAL LIFE C.M. LIFE INSURANCE COMPANY INSURANCE COMPANY By: David L. Babson & Company Inc. as By: David L. Babson & Company Inc. Investment Adviser and Investment Sub-Advisor By: /s/ Richard B. BcGauley By: /s/ Richard B. McGauley ---------------------------- ---------------------------- Name: Richard B. BcGauley Name: Richard B. McGauley Title: Managing Director Title: Managing Director 3 CONSENTED TO AND AGREED: GUILFORD MILLS, INC., as Borrower By: /s/ John A. Emrich ---------------------------- Name: John A. Emrich Title: President GOLD MILLS, Inc., a Delaware corporation RASCHEL FASHION INTERKNITTING, LTD., a New York corporation CURTAINS AND FABRICS, INC., a New York corporation GFD FABRICS, INC., a North Carolina corporation GFD SERVICES, INC., a Delaware corporation MEXICAN INDUSTRIES OF NORTH CAROLINA, INC., a North Carolina corporation HOFMANN LACES, LTD., a New York corporation ADVISORY RESEARCH SERVICES, INC. a North Carolina corporation GUILFORD MILLS (MICHIGAN), INC. a Michigan corporation GUILFORD AIRMONT, INC., a North Carolina corporation GOLD MILLS FARMS, INC., a New York corporation GMI COMPUTER SALES, INC. a North Carolina corporation By: /s/ John A. Emrich --------------------------- Name: John A. Emrich Title: President 4 TWIN RIVERS TEXTILE PRINTING AND FINISHING, a North Carolina general partnership By: Advisory Research Services, Inc. a General Partner By: /s/ John A. Emrich --------------------------- Name: John A. Emrich Title: President 5 THIS PRELIMINARY TERM SHEET IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN. SUCH OFFER OR SOLICITATION ONLY WILL BE MADE IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. GUILFORD MILLS, INC. TERM SHEET FOR PROPOSED BANKRUPTCY REORGANIZATION ------------------------------------------------- This Term Sheet describes the principal and material terms of a Chapter 11 Plan of Reorganization (the "Plan") for Guilford Mills, Inc. and its subsidiaries (collectively, the "Company"). Nothing contained herein constitutes an offer susceptible of an acceptance or a legally binding obligation of the Company, the pre-petition secured lender group (the "Senior Lenders") or any other party in interest. Subject to the negotiation and execution of a definitive restructuring agreement based on the terms set forth below, the Company contemplates it will file a petition or petitions for relief (a "Petition") under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") which may be accompanied shortly thereafter with a proposed chapter 11 plan (the "Plan"), a disclosure statement and other related documents in accordance with the terms set forth below (collectively, with the Plan, the "Transaction"). The transactions described herein are subject in all respects to, among other things, acceptable treatment of tax issues and definitive documentation, including the Plan, appropriate disclosure material, and all documents necessary to effectuate the Plan, all in form and substance satisfactory to the Senior Lenders. Summary: Guilford is proposing a plan to recapitalize the Company through a Chapter 11 case on the terms set forth herein (the "Restructuring"). The Restructuring will provide for the retention of the core assets of the Company ("the Reorganized Company") and the transfer of non-core assets relating to the discontinued operations of the Company to the GMI Liquidating Trust or similar vehicle ("the Trust").1 While the Trust would assume liabilities relating to those non-core assets, the Reorganized Company would retain such liabilities and would have a right of reimbursement from the Trust for any payments made. The proposed Restructuring distributions, described in more detail below, are as follows: - ------------------------------------------- ---------------------------------- ------------------------------------- Stakeholder Existing Claim ($000s) Distribution - ------------------------------------------- ---------------------------------- ------------------------------------- - ------------------------------------------- ---------------------------------- ------------------------------------- Pre-petition Senior Lender Group $270,000,000 (approx.) 90% of the shares of the common stock of the Reorganized Company (the "New Common Stock"); 100% of - -------- 1 The concept of the Trust is subject to further discussions between the Company and the Senior Lenders. - ------------------------------------------- ---------------------------------- ------------------------------------- the beneficial interest of the Trust; secured Pay-In-Kind Notes (the "PIK Notes), as described in Exhibit D, in an amount of $70 million issued by the Trust; $10 million guaranty of PIK Notes2 and Term Loans (as defined below). - ------------------------------------------- ---------------------------------- ------------------------------------- Misc. Secured Lenders $ 1,000,000 (approx.) To be paid in full in cash on the Effective Date of the Plan or on terms mutually agreeable to the Company and the Senior Lenders - ------------------------------------------- ---------------------------------- ------------------------------------- Certain General Unsecured Creditors Not more than $36,000,000 as set With respect to the items listed in forth on Exhibit A attached Exhibit A, said items will be paid hereto, subject to the line item in full in cash or assumed by the caps set forth therein. The Reorganized Debtor. With respect treatment of all other unsecured to all other claims of unsecured creditors not otherwise creditors not otherwise addressed addressed in this Term Sheet is in this Term Sheet, the treatment subject to further discussions of said claims is subject to between the Senior Lenders and further discussions between the the Company. Senior Lenders and the Company. - ------------------------------------------- ---------------------------------- ------------------------------------- Existing Equity 100% of Common Stock 10% of shares of the New Common Stock - ------------------------------------------- ---------------------------------- ------------------------------------- DIP Lenders Outstanding DIP Balance Cash payment from Senior Revolving Exit Facility (as defined below). - ------------------------------------------- ---------------------------------- -------------------------------------

As a result of the Restructuring proposed herein, the Reorganized Company's pro forma capitalization would consist of the following: (i) Senior revolving exit facility in the aggregate sum of (a) $10 million for availability to the Company plus (b) the amount necessary to retire the DIP (as defined below) (the "Senior Revolving Exit Facility")3; (ii) Term loans in the amount equal to the difference between $145 million and the amount of the Senior Revolving Exit Facility (the "Term Loans")3; and (iii) $10 million guaranty of $70 million of New PIK Notes issued by the Trust2. Proposed Reorganization Process: No later than April 1, 2002 Chapter 11 Filing No later than April 15, 2002 Plan Filing No later than June 30, 2002 Plan Confirmation - -------------------------------------------------------------------------------- 2 Subject to confirmation of tax and accounting impact. 3 The DIP will be increased if the $19 million (approx.) CIT facility is replaced. The CIT facility shall be in addition to the $145 million of debt to be maintained by the Reorganized Company. If the DIP is increased to replace the CIT facility, the aggregate amount of debt to be maintained by the Reorganized Company will be increased. 2 DIP Facility The DIP facility (the "DIP") will be provided to the Company on terms acceptable to the participating Senior Lenders with proceeds available to fund chapter 11 expenses. It is expected that the amount of the DIP will be approximately $30 million subject to adjustment based upon agreed borrowing base of the collateral. The DIP will constitute a super-priority administrative claim, be secured by a first lien on all of the Company's assets and will contain customary terms and conditions.3 Exit Financing The Senior Revolving Exit Facility will be provided to the Company on terms acceptable to the Senior Lenders with proceeds available to fund operating expenses, working capital requirements, capital expenditures and debt service obligations. It is expected that the minimum undrawn amount of the Senior Revolving Exit Facility on the Effective Date (after repayment of the DIP) will be approximately $10 million.4 The Senior Revolving Exit Facility will be secured by a first lien on all of the Reorganized Company's assets and contain customary terms and conditions. The Senior Revolving Exit Facility will have a maturity of no greater than three years. See Exhibit B. TREATMENT OF CLAIMS UNDER THE RESTRUCTURING - ------------------------------------------- The Restructuring will classify and provide treatment for claims against and interests in the Company as generally described below. Claims in each such class will be discharged in full in exchange for delivery of the consideration described below on the effective date of the Restructuring (the "Effective Date"). Senior Lender Debt: The holders of the outstanding principal amount of indebtedness outstanding under the Company's existing debt agreements will receive on the Effective Date of the Plan, in complete satisfaction of the secured portion of their claims: (i) the Term Loans as described in Exhibit C, (ii) the PIK Notes as described in Exhibit D, (iii) a $10 million guaranty from the Reorganized Company of PIK Notes2, (iv) 100% of the interest in the Trust and (v) 90% of the New Common Stock. - ---------- 4 The $10 million of availability to the Company may already be included in the DIP amount. 3 Determination of Senior Lenders' Claims The aggregate amount of the Senior Lenders' Claims shall be equal to all indebtedness and other monetary obligations of the Company under or in respect of the existing debt agreements, whether for principal, interest (including interest at the applicable default rate after the Event of Default under the applicable debt instrument through and including the commencement date of these chapter 11 cases), fees (including a make whole in an amount acceptable to the Company and the Senior Lenders), expenses, indemnification or otherwise. Other Secured Claims of the Other Secured Claims of the Company shall either be Company unimpaired within the meaning of 11 U.S.C.ss. 1124, receive treatment that satisfies the requirements of 11 U.S.C. 1129(b) or receive such other treatment as to which the Company, the Senior Lenders and the holder of the claim agrees. Administrative Expense Claims All obligations under the DIP are to be paid in full in cash on the Effective Date. All other administrative expense claims are to be paid in full in cash on the Effective Date or when due, whichever is later. Priority Tax Claims To be paid pursuant to section 1129(a)(9)(C) of the Bankruptcy Code. The treatment of all other tax claims that fail to fall within the meaning of priority tax claims pursuant to section 1129(a)(9)(C) of the Bankruptcy Code, such as any portion of the deferred income taxes, accrued franchise taxes and accrued property taxes, set forth on Exhibit E, are subject to further discussions between the Senior Lenders and the Company. Priority Claims To be paid in full in cash on the Effective Date or when allowed, whichever is later. Certain Unsecured Claims of the Company Certain unsecured claims of the Company totaling not more than $36,000,000 as set forth on Exhibit A attached hereto, subject to the line item caps set forth therein, will be paid in full in cash or honored and assumed by the Reorganized Company. The treatment of all other unsecured creditors not otherwise addressed in this Term Sheet is subject to further discussions between the Senior Lenders and the Company. 4 Intercompany Claims To be determined on a basis mutually acceptable to the Senior Lenders and the Company. Common Stock of Company and Other Rights All common stock of the Company, options, warrants and to Equity Interests other rights to acquire any equity security of the Company existing immediately prior to the Effective Date and all rights related thereto will be cancelled and extinguished or rejected, as applicable, as of the Effective Date. Holders of common stock will receive 10% of the New Common Stock. Charter, By-Laws To be determined on a basis mutually acceptable to the Senior Lenders and the Company. Releases Mutual customary and standard exculpation and releases for officers, directors, employees, professionals and representatives of the Company and Senior Lenders, as permitted under applicable law. Severance Plan, Employee Benefit Plans and Incentive Certain accrued existing employee benefit obligations Option Plan of the Company to the extent currently reflected in the Company's financial statements (approximately $15 million plus normal payroll and related costs (including accrued hospital and life insurance of approximately $3.5 million)) will be honored and assumed by the Reorganized Company. All other employee benefits, severance plans or incentive plans, including, without limitation, deferred pension liabilities, accrued workers' compensation and accrued restructuring and severance, as set forth on Exhibit F, are subject to further discussions between the Senior Lenders and the Company. Post-Effective Date Corporate Structure The Board of Directors shall consist of seven members. The current CEO, John Emrich, shall continue to be a member of the board and the holders of the secured lender debt shall select the other members of the Board of Directors of the Reorganized Company. Board members selected by the Senior Lenders may include qualified existing board members of the Company and other qualified candidates proposed by the Company. All members of the Board of Directors shall be appointed as of the Effective Date of the Plan. The Reorganized Company will not sell all or any substantial part of its assets or enter into or approve any other business combination transaction 5 without the unanimous approval of the Board of Directors prior to the first anniversary of the effective date of the Plan and the Reorganized Company charter will reflect this provision, which restriction shall be binding for all current and future shareholders of the Company. D&O Insurance: Indemnification The Reorganized Company will assume its pre-petition indemnification obligations to its directors and officers to the extent that such obligations are covered and paid or reimbursed by D&O policies; provided, however, that with respect to any obligations or claims arising out of the approval of this Term Sheet, the Reorganized Company will also pay or reimburse an amount equal to the deductible under the Company's D&O policies, which amount shall not exceed $1,000,000 under any circumstances whether or not based on one claim or multiple claims under the D&O policies. The Reorganized Company shall maintain D&O coverage for the benefit of its pre-confirmation officers and directors for a period of 3 years (with a cost not greater than $750,000) following the Effective Date of the Plan. Letter Agreement Subject to credit approval, the Senior Lenders have agreed to execute an agreement in principle in the form attached to this Term Sheet. Expenses The Company shall reimburse the Senior Lenders for all fees, costs and expenses incurred in connection with the Restructuring.

6 Privileged and Confidential EXHIBIT A Guilford Mills, Inc. Components of Current and Non-Current Liabilities Domestic Operations Only December 30, 2001 ($000's) Subject to Dollar Component Limitation Per Line Item - ------------------------------------- ------------------------ Trade Payables $ 25,584 Accrued Environmental Costs 3,637 General Reserves 1,082 Accrued inventory in transit 935 Accrued Grupo Ambar costs (1995) 704 Accrued Utilities 635 Accrued Material Usage 302 Accrued Rent 269 Accrual for Cuernavaca Mequiladora 265 Accrued Storage Costs 263 Accrued Director Fees 156 Accrued Patent infringement suit costs 144 Accrued for sales tax audit costs 137 VAT Payable 119 Accrued Yarn 70 Accrued Legal Fees 68 Miscellaneous 1,595 ------------- $ 35,965 ============= EXHIBIT B Term Sheet for Senior Revolving Exit Facility --------------------------------------------- Issuer: Guilford Mills, Inc. Issue: $[TBD] million (the sum of (a) $10 million for availability to the Company plus (b) the amount necessary to retire the DIP).1 Maturity: 3 years Letter of Credit Sub Facility: $10 million Optional Payments: The Senior Revolving Exit Facility may be prepaid by the Issuer in minimum amounts to be agreed upon Guaranties: By the subsidiaries of the Issuer which have issued or are obligated to issue guarantees or will be obligated to issue guarantees under the existing credit facilities (collectively, the "Guarantors") Interest Rate: Interest on the Senior Revolving Exit Facility shall be payable quarterly, in arrears, at a rate per annum equal to Prime plus 3.25% with the flexibility to transfer to a LIBOR based performance grid should the Company meet agreed upon thresholds through 2002 Unused Capacity Commitment Fee: 0.5% on unused commitment Security: The obligations of the Issuer and each of the Guarantors (each, a "Loan Party") shall be secured by a first priority security interest on all of their respective tangible and intangible assets, including, without limitation, intellectual property, real property and the capital stock of each direct and indirect subsidiary - -------- 1 The DIP will be increased if the $19 million (approx.) CIT facility is replaced. The CIT facility shall be in addition to the $145 million of debt to be maintained by the Reorganized Company. If the DIP is increased to replace the CIT facility, the aggregate amount of debt to be maintained by the Reorganized Company will be increased. 2 Events of Default: Those customarily found in transactions of this type, including, nonpayment of principal when due, nonpayment of interest, fees or other amounts when due, violation of covenants (subject, in the case of certain affirmative covenants, to a grace period to be agreed upon), bankruptcy defaults, and cross-defaults to other indebtedness Governing Law: New York Covenants: Those customarily found in transactions of this type including quarterly financial covenants commencing with the fiscal quarter ending September 2002 3 EXHIBIT C Term Sheet for New Term Loans ----------------------------- Issuer: Guilford Mills, Inc. Issue: $[TBD] million term loans in the amount equal to the difference between $145 million and the amount of the Senior Revolving Exit Facility (the "Term Loans").2 Maturity: 3-year term payable in full at maturity Optional Payments: The New Term Loans may be prepaid by the Issuer in minimum amounts to be agreed upon Amortization: Amortization schedule and mandatory prepayments to be agreed Guaranties: By the Guarantors Interest Rate: Interest on the New Term Loans shall be payable quarterly, in arrears, at a fixed rate per annum equal to 9.89% Security: The obligations of the Issuer and each of the Guarantors (each, a "Loan Party") shall be secured by a second priority security interest on all of their respective tangible and intangible assets, including, without limitation, intellectual property, real property and the capital stock of each direct and indirect subsidiary Events of Default: Those customarily found in transactions of this type, including, nonpayment of principal when due, nonpayment of interest, fees or other amounts when due, violation of covenants (subject, in the case of certain affirmative covenants, to a grace period to be agreed upon), bankruptcy defaults, and cross-defaults to other indebtedness Governing Law: New York - ---------- 2 The DIP will be increased if the $19 million (approx.) CIT facility is replaced. The CIT facility shall be in addition to the $145 million of debt to be maintained by the Reorganized Company. If the DIP is increased to replace the CIT facility, the aggregate amount of debt to be maintained by the Reorganized Company will be increased. 4 Term Sheet for New Term Loans (cont'd) -------------------------------------- Covenants: Those customarily found in transactions of this type including quarterly financial covenants commencing with the fiscal quarter ending September 2002 5 EXHIBIT D Term Sheet for New PIK Notes ---------------------------- Issuer: GMI Liquidating Trust (a liquidating trust or similar type of vehicle) Issue: $70 million New PIK Notes Maturity: 3 years Mandatory Prepayment: Net proceeds from the disposal of the Discontinuing Operations and other assets as realized. $10 million of initial cash from the sale of collateral will fund the operation of the Trust; all other proceeds will be used for prepayments Amortization: Amortization schedule to be agreed Interest Rate: Interest on the New Senior Secured PIK Notes shall be payable quarterly, in arrears, at a rate per annum equal to 10% Paid-In-Kind Security: The obligations shall be secured by a first priority security interest on all of the respective tangible and intangible assets of the Discontinuing Operations Trust (or similar type of vehicle), including, without limitation, intellectual property and real property Limited Guaranty Limited $10 million guaranty by the Reorganized Company3 Covenants: None Event of Default: Those customarily found in transactions of this type, including nonpayment of principal when due, bankruptcy defaults and cross-defaults to other indebtedness - ---------- 3 Subject to confirmation of tax and accounting impact. 6 Transfer of Altamira Stock Transfer of 65% of the stock of Altamira will be transferred into the GMI Liquidating Trust. For the one year period beginning on the Effective Date of the Plan, the GMI Liquidating Trust will not sell or otherwise dispose of such stock, and the Company will have the right to repurchase such stock at a price equal to the value of 100% of the stock of Altamira to be established by an independent third party appraiser on or before April 1, 2002 unless such date is mutually extended by the Company and the Senior Lenders. The parties further agree that in the event that all obligations under the PIK Notes are satisfied in full and the stock of Altamira remains as an asset in the GMI Liquidating Trust, the stock will be transferred to the Reorganized Company without the exchange of any consideration. Should the proceeds from the sale of the stock of Altamira together with the proceeds from other asset sales from the GMI Liquidating Trust exceed the amount of the PIK Notes, any surplus shall be paid to the Reorganized Company. 7 EXHIBIT E Guilford Mills, Inc. Components of Current and Non-Current Liabilities Domestic Operations Only December 30, 2001 ($000's) Component Total - -------------------------------------------------------------------------------- Deferred Income Taxes $ 6,510 Accrued Franchise Taxes 632 Accrued Property Taxes 519 ------------- $ 7,661 ============= 8 EXHIBIT F Guilford Mills, Inc. Components of Current and Non-Current Liabilities Domestic Operations Only December 30, 2001 ($000's) Component Total - -------------------------------------------------------------------------------- Deferred Pension Liabilities $ 6,942 Accrued Workers' Compensation 3,614 Accrued Restructuring and Severance 867 ------------- $ 11,423 ============= 9