1
EXHIBIT 10.56
(BANK OF AMERICA LOGO)
November 15, 1999
WESTPOINT XXXXXXX INC.
000 Xxxx Xxxxx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xx. Xxxxxx X. Xxxxxxxxxx
Re: Revision of Definition of "Maximum Restricted Payment Amount"
and Minimum Net Worth Covenant
Dear Sirs:
Reference is made to that certain Second Amended and Restated Credit Agreement,
dated as of June 9, 1998, among WestPoint Xxxxxxx Inc. ("Borrower"), WestPoint
Xxxxxxx (UK) Limited and WestPoint Xxxxxxx (Europe) Limited (the "Foreign
Borrowers"), the various banks and lending institutions party thereto (the
"Banks"), and NationsBank, N.A. as agent (now known as Bank of America, N.A.,
the "Agent") for the Banks (as amended from time to time, the "Credit
Agreement"). Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Credit Agreement.
By their signatures below, the Borrower, the Foreign Borrowers and the Required
Banks hereby agree that the existing definition of "Maximum Restricted Payment
Amount" in Section 1.1 of the Credit Agreement shall be amended to read in its
entirety as follows:
"Maximum Restricted Payment Amount" means the sum of (i)
$301,374,000, plus (ii) 50% of the Consolidated Net Income from and
after September 30, 1999 until any relevant measurement date, plus
(iii) the Net Cash Proceeds received by the Borrower from the exercise
of stock warrants or options by current or former employees or
directors of the Borrower in respect of Capital Stock of the Borrower
from and after June 30, 1999.
By their signatures below, the Borrower, the Foreign Borrowers and the Required
Banks hereby agree that Section 7.11(a) be amended to read in its entirety as
follows:
Minimum Consolidated Net Worth. Have a Consolidated Net Worth
as of the last day of each fiscal quarter of not less than (i)
$40,000,000, (ii) increased on a cumulative basis as of the end of each
fiscal quarter of the Consolidated Parties, commencing with the fiscal
quarter ending June 30, 1998, by an amount equal to forty percent (40%)
of Consolidated Net Income (to the
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WestPoint Xxxxxxx Inc.
November 15, 1999
Page 2
extent positive) for the fiscal quarter then ended, and (iii) further
increased on a cumulative basis by fifty percent (50%) of Consolidated
Net Income (to the extent positive) for the period October 1, 1998
through September 30, 1999.
As a condition to the effectiveness of the modification of such definitions in
the Credit Agreement, the Borrower shall pay to each Lender executing this
letter amendment no later than 12:00 p.m. (EST) on November 23, 1999 a fee
equal to 3.5 basis points (0.035%) of its respective aggregate Commitment under
the Credit Agreement.
By their signatures below, each of the Subsidiary Guarantors acknowledges and
consents to this revision in the definition of "Maximum Restricted Payment
Amount" and this amendment to section 7.11(a). Each Subsidiary Guarantor agrees
that these modifications to the Credit Agreement do not operate to reduce or
discharge any of such Subsidiary's obligations under any of the Collateral
Documents.
Until this letter agreement shall have been executed by the Borrower, the
Foreign Borrowers, the Subsidiary Guarantors, and the Required Banks, it shall
not be effective in revising the definition of "Maximum Restricted Payment
Amount" or section 7.11(a) of the Credit Agreement. Except for the revision to
the definition of "Maximum Restricted Payment Amount" and the amendment to
section 7.11(a), each effected hereby upon the execution of this letter
agreement by the Borrower, the Foreign Borrowers, the Subsidiary Guarantors,
and the Required Banks, the Credit Agreement shall remain in full force and
effect.
Please execute this letter agreement and cause each of the Foreign Borrowers
and the Subsidiary Guarantors to execute this letter agreement, and return such
completed signature pages to the Agent at your earliest convenience.
Sincerely,
BANK OF AMERICA, N.A., formerly
known as NationsBank, N.A., in its capacity
as the Agent
By: /s/ XXXXX X. XXXXXXX
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XXXXX X. XXXXXXX
Title: Vice President
ACKNOWLEDGED AND AGREED:
WESTPOINT XXXXXXX INC.
By: /s/ XXXXXX X. XXXXXXXXXX
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Title: Executive Vice President-Finance
& Chief Financial Officer
[Signatures Continued]
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WestPoint Xxxxxxx Inc.
November 15, 1999
Page 3
WESTPOINT XXXXXXX (UK) LIMITED
By: /s/ XXXXXX X. XXXXXXXXXX
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Title: Vice President & Treasurer
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WESTPOINT XXXXXXX (EUROPE) LIMITED
By: /s/ XXXXXX X. XXXXXXXXXX
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Title: Director
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WESTPOINT XXXXXXX STORES INC.
By: /s/ XXXXXX X. XXXXXXXXXX
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Title: Vice President & Treasurer
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X.X. XXXXXXX & CO., INC.
By: /s/ XXXXXX X. XXXXXXXXXX
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Title: Vice President & Treasurer
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WESTPOINT-PEPPERELL ENTERPRISES, INC.
By: /s/ XXXXXX X. XXXXX
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Title: Vice President & Assistant Treasurer
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X.X. XXXXXXX ENTERPRISES, INC.
By: /s/ XXXXXX X. XXXXX
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Title: Vice President & Assistant Treasurer
------------------------------------
[Signatures Continued]
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WestPoint Xxxxxxx Inc.
November 15, 1999
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XXXXXXXXX, INC.
By:
-------------------------------------
Title:
----------------------------------
BANK OF AMERICA, N.A.,
formerly known as NationsBank, N.A., as a Bank
By: /s/ XXXXX X. XXXXXXX
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Title: Vice President
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THE BANK OF NEW YORK
By: /s/ XXXXXX X. XXXXX
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Title: Vice President
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BANK ONE, NA (Main Office-Chicago)
(F/K/A THE FIRST NATIONAL BANK OF CHICAGO)
By: /s/ XXXXX X. GABE
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Title: Assistant Vice President
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SCOTIABANC INC.
By: /s/ X. X. XXXXX
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Title: Managing Director
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WACHOVIA BANK, N.A.
By: /s/ XXXXXXX X. XXXXXX
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Title: Senior Vice President
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[Signatures Continued]
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WestPoint Xxxxxxx Inc.
November 15, 1999
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SOCIETE GENERALE
By:__________________________
Title:_______________________
ABN AMRO BANK, N.V.
By: /s/ G. XXXX XXXXX By: /s/ XXXXXX X. XXXXXX
------------------------- ---------------------
Title: Vice President Title: Vice President
---------------------- ------------------
SUNTRUST BANK, ATLANTA
By: /s/ XXXXX XXXX
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Title: Director, Senior Relationship Manager
By:__________________________
Title:_______________________
FIRST UNION NATIONAL BANK
By: /s/ J. PEY
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Title: SVP
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FLEET BANK, N.A.
By: /s/ X. X. XXXXXX
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Title: Senior Vice President
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[Signatures Continued]
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Westpoint Xxxxxxx Inc.
November 15, 1999
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AMSOUTH BANK
By: /s/ H. XXXX XXXXXXX
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Title: V.P.
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COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
By: /s/ XXXXXXX X. XXXXXXX
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Title: Vice President
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By: /s/ XXXXX X. X'XXXXXX
----------------------------
Title: Vice President
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NATIONAL WESTMINSTER BANK PLC
By: /s/ X. XXXXX
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Title: Senior Corporate Manager
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