Pursuant to Section 1. 3 of the Credit Agreement, the New Borrower is executing this Borrower Joinder Agreement in order to become a Borrower under the Credit Agreement. By executing this Borrower Joinder Agreement, the New Borrower agrees that it shall (i) become a party to the Credit Agreement as if an original signatory thereto, (ii) be bound by all of the provisions of the Credit Agreement as if an original signatory thereto, and (iii) be considered a Borrower for all purposes of the Credit Agreement and have the rights and obligations of a Borrower thereunder.
Pursuant to Section 1. 06 of the Agreement, Consolidated EBITDA is being adjusted on a Pro Forma Basis with respect to (a) [describe acquisition] (a “Specified Acquisition”) and/or (b) [describe Disposition] (a “Specified Disposition”).]
Pursuant to Section 1. 15 of the Existing Credit Agreement, the parties hereto agree and acknowledge that, effective as of the Amendment Effective Date (as defined below), the aggregate total amount of the Commitments of the Lenders is $100,000,000.00; and
Pursuant to Section 1. 3 of the Receivables Purchase Agreement, the Seller hereby notifies the Agent of the following reduction of Aggregate Capital from Collections. The proposed date of such reduction is [DATE] (the “Proposed Reduction Date”).1 The amount of Aggregate Capital to be reduced on the Proposed Reduction Date is $[ ]. Very truly yours, HBI RECEIVABLES LLC By: Name: Title: 1 Must be in compliance with the Required Notice Period Set forth in Exhibit I to the Receivables Purchase Agreement. To: JPMorgan Chase Bank, N.A., as Agent and as a Managing Agent, HSBC Bank USA, N.A., as a Managing Agent, and each of the “Purchasers” party to the Agreement defined below. This Compliance Certificate is furnished pursuant to that certain Receivables Purchase Agreement dated as of November 27, 2007 among HBI Receivables LLC (the “Seller”), Hanesbrands Inc. (the “Servicer”), the Purchasers and Managing Agents party thereto and JPMorgan Chase Bank, N.A., as Agent for such Purchasers (the “Agreement”). Terms used herein and not otherwise defined herein shall have the meanings assigned in the Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT:
Pursuant to Section 1. 2(a), the Closing Parties agree that, subject to the satisfaction of all conditions to Closing set forth in the Original Agreement or waiver thereof (as set forth herein), the Closing Date shall be January 30, 2009.
Pursuant to Section 1. 5.1 of the Agreement, the Parties hereby add as Part D1 of the Agreement Part D1 attached hereto.
Pursuant to Section 1. 6(a) of the Asset Purchase Agreement, the Purchase Price shall be decreased by $1,423,000, which amount is equal to the decrease in the Target Inventory of the Foreign Subsidiaries.
Pursuant to Section 1. 6(a) to the Asset Purchase Agreement, the Purchase Price shall be decreased by $6,148,000, which amount is equal to the decrease in the Deemed Closing Date A/R Value of the Accounts Receivable of the Foreign Subsidiaries.
Pursuant to Section 1. 1.1. of the Loan Agreement, Borrowers acknowledge and agree that Lender has established a $1,000,000 inventory reserve. This reserve shall be maintained in effect until such time as the Lender determines, in its sole discretion, that the Borrowers' inventory monitoring and reporting systems are fully operational and satisfactory to the Lender. In the event that the Lender agrees to the release of this inventory reserve, any Revolving Credit Loans then available will be used first to repay any outstanding Overadvances, as determined by Lender.
Pursuant to Section 1. 5 of the Warrant, this exercise is conditional upon the consummation of the following:
