AMENDMENT NO. 4 TO POST-PETITION LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 4 TO POST-PETITION LOAN AND SECURITY AGREEMENT (this "Amendment") dated February 9, 2001, is by and among BANK OF AMERICA, N.A. ("Agent"), the Lenders signatory hereto,...
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EXHIBIT 4.N
AMENDMENT NO. 4
TO
POST-PETITION LOAN AND SECURITY AGREEMENT
This AMENDMENT NO. 4 TO POST-PETITION LOAN AND SECURITY AGREEMENT (this
"Amendment") dated February 9, 2001, is by and among BANK OF AMERICA, N.A.
("Agent"), the Lenders signatory hereto, FRUIT OF THE LOOM, INC. ("Borrower"),
and FRUIT OF THE LOOM, LTD. and certain domestic Subsidiaries of Borrower
("Guarantors").
WHEREAS, the parties hereto are parties to a Post-Petition Loan and
Security Agreement dated as of December 29, 1999 (as from time to time amended,
the "Loan Agreement"); and
WHEREAS, the parties hereto desire to amend the Loan Agreement as herein
set forth.
NOW, THEREFORE, for and in consideration of the mutual covenants set forth
herein and in the Loan Agreement, the parties hereto agree as follows:
1. Amendments.
(a) In Section 1.1, the last sentence of the definition of "Borrowing
Base" is amended to read as follows:
"Aggregate Revolving Loans advanced against Eligible
Inventory shall not exceed $275,000,000."
(b) The fiscal periods ending on September 30, 2001 and December 31,
2001 are added to the definition of "Fiscal Quarter".
(c) The fiscal periods ending on June 30, 2001; July 28, 2001;
August 25, 2001; September 29, 2001; October 27, 2001, November 24, 2001
and December 31, 2001 are added to the definition of "Fiscal Month."
(d) In Section 1.1, the definition of "Maximum Revolver Amount" is
amended to read in its entirety as follows:
"Maximum Revolver Amount" means $350,000,000."
(e) In Section 1.1, the definition of "Stated Termination Date" is
amended to read in its entirety as follows:
"Stated Termination Date" means December 31, 2001."
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(f) In Section 2.1, the definition of "Total Facility" is amended to
reduce the amount thereof to $450,000,000 (reflecting a reduction of the
Revolving Loan Commitment of $125,000,000 and a permanent pay-down of the
Term Loan of $50,000,000).
(g) Each Lender's Revolving Loan Commitment and Total Commitment as
set forth in Schedule 1.1 to the Loan Agreement shall be reduced by such
Lender's Pro Rata Share of $125,000,000.
(h) In Section 9.23 (Capital Expenditures), the limitations set
forth for the last two measuring periods are amended and two additional
measuring periods are added as follows:
"Period Maximum Capital
------ Expenditures
---------------
December 31, 2000 to March 31, 2001 $30,000,000
December 31, 2000 to June 30, 2001 $50,000,000
December 31, 2000 to September 30, 2001 $65,000,000
December 31, 2000 to December 31, 2001 $75,000,000"
(i) In Section 9.25 (EBITDAR), two additional measuring periods are
added as follows:
"Period Minimum EBITDAR
------ ---------------
December 31, 2000 to September 30, 2001 $102,991,000
December 31, 2000 to December 31, 2001 $128,445,000"
2. Conditions to Effectiveness. This Amendment shall be effective upon
satisfaction of the following conditions precedent:
(a) Execution and delivery of this Amendment by all Lenders, Borrower
and Guarantors;
(b) Approval by the Bankruptcy Court;
(c) Payment to each Lender of an amendment fee equal to its
Commitment (as in effect immediately after giving effect to the reduction
in the Commitments reflected in Section 1.(d) above) multiplied by .0020;
and
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(d) Payment to Agent of an administration fee of 5 basis points with
respect of all of the Commitments (as in effect immediately after giving
effect to the reduction in the Commitments reflected in Section 1.(d)
above).
The Commitment reduction of $125,000,000 reflected in Section 1.(d)
above shall be effective on the later of (i) March 1, 2001 or (ii) the
first day of the first calendar month following the execution and delivery
of this Amendment by all parties.
3. Reference to and Effect Upon the Loan Agreement.
(a) Except as specifically amended above, the Loan Agreement and the
other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed.
(b) Upon the effectiveness of this Amendment, each reference in the
Loan Agreement to "this Agreement", "hereunder", "hereof", "herein" or
words of similar import shall mean and be a reference to the Loan Agreement
as amended hereby.
4. Defined Terms. Except as otherwise defined herein, all defined terms
herein shall have the meanings ascribed thereto in the Loan Agreement.
5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS PROVISIONS)
OF THE STATE OF ILLINOIS.
6. Headings. Section headings in this amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purposes.
7. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original, but
all such counterparts shall constitute one and the same instrument.
(signature page follows)
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the date
first written above.
BANK OF AMERICA, N.A.,
as Agent and Lender
By:
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Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
AMSOUTH BANK, as Lender
By:
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Name:
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Title:
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THE BANK OF NOVA SCOTIA, as Lender
By:
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Name:
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Title:
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CIT GROUP/COMMERCIAL SERVICES, INC.,
as Lender
By:
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Name:
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Title:
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CITICORP USA, INC., as Lender
By:
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Name:
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Title:
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CONGRESS FINANCIAL CORPORATION
(CENTRAL), as Lender
By:
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Name:
---------------------------------
Title:
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CREDIT AGRICOLE INDOSUEZ, as Lender
By:
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Name:
---------------------------------
Title:
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CREDIT SUISSE FIRST BOSTON, as Lender
By:
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Name:
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Title:
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debis FINANCIAL SERVICES, INC., as Lender
By:
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Name:
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Title:
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FLEET CAPITAL CORPORATION, as Lender
By:
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Name:
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Title:
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FOOTHILL CAPITAL CORPORATION,
as Lender
By:
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Name:
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Title:
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GENERAL ELECTRIC CAPITAL
CORPORATION, as Lender
By:
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Name:
---------------------------------
Title:
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GMAC BUSINESS CREDIT, LLC, as Lender
By:
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Name:
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Title:
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XXXXXXX SACHS CREDIT PARTNERS, L.P.,
as Lender
By:
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Name:
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Title:
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XXXXXX FINANCIAL, INC., as Lender
By:
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Name:
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Title:
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ISRAEL DISCOUNT BANK, as Lender
By:
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Name:
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Title:
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LASALLE BUSINESS CREDIT, INC.,
as Lender
By:
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Name:
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Title:
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NATIONAL CITY COMMERCIAL FINANCE,
INC., as Lender
By:
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Name:
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Title:
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THE PROVIDENT BANK, as Lender
By:
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Name:
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Title:
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TRANSAMERICA BUSINESS CREDIT
CORPORATION, as Lender
By:
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Name:
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Title:
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BORROWER
--------
in its capacity as
debtor-in-possession:
FRUIT OF THE LOOM, INC.,
a Delaware corporation
By:
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Name: Xxxxx X. Xxxxxxx
Title: Vice-President and Treasurer
GUARANTORS
each in its capacity as
debtor-in-possession:
XXXXXX XXXXX, INC.,
a Louisiana corporation
PRO PLAYER, INC.,
a New York corporation
XXXXX APPAREL, INC.,
a Georgia corporation
SALEM SPORTSWEAR CORPORATION,
a Delaware corporation
UNION SALES, INC.,
a Delaware corporation
UNION YARN XXXXX, INC.,
an Alabama corporation
XXXXXXXX MANUFACTURING, INC.,
a South Carolina corporation
XXXXXXXX XXXXXX MILL, INC.,
an Alabama corporation
FTL REGIONAL SALES COMPANY, INC.,
a Delaware corporation
LEESBURG YARN XXXXX, INC.,
an Alabama corporation
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SALEM SPORTSWEAR, INC.,
a New Hampshire corporation
FRUIT OF THE LOOM TRADING COMPANY,
a Delaware corporation
UNION UNDERWEAR COMPANY, INC.,
a New York corporation
ALICEVILLE COTTON MILL, INC.,
an Alabama corporation
THE B.V.D. LICENSING CORPORATION,
a Delaware corporation
FAYETTE COTTON MILL, INC.,
an Alabama corporation
FOL CARIBBEAN CORPORATION,
a Delaware corporation
FRUIT OF THE LOOM ARKANSAS, INC.,
an Arkansas corporation
FRUIT OF THE LOOM CARIBBEAN, INC.,
a Delaware corporation
FRUIT OF THE LOOM, INC.,
a New York corporation
FRUIT OF THE LOOM TEXAS, INC.,
a Texas corporation
FTL SALES COMPANY, INC.,
a New York corporation
GITANO FASHIONS LIMITED,
a Delaware corporation
GREENVILLE MANUFACTURING, INC.,
a Mississippi corporation
JET SEW TECHNOLOGIES, INC.,
a New York corporation
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NWI LAND MANAGEMENT, INC.,
a Delaware corporation
ARTEX MANUFACTURING COMPANY, INC.,
a Delaware corporation
FTL INVESTMENTS, INC.,
a Delaware corporation
LEESBURG KNITTING XXXXX, INC.,
an Alabama corporation
DEKALB KNITTING CORP.,
an Alabama corporation
XXXXXXX WAREHOUSE CORP.,
a Mississippi corporation
FTL SYSTEMS, INC.,
a Tennessee corporation
By:
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Name: Xxxxx X. Xxxxxxx
Title: Vice President and a Financial Officer
of each of the foregoing entities
identified as a Guarantor
FRUIT OF THE LOOM, LTD.,
a Cayman Islands corporation
By:
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Name:
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Title:
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