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EXHIBIT 4.K
AMENDMENT NO. 1
TO
POST-PETITION LOAN AND SECURITY AGREEMENT
This AMENDMENT NO. 1 TO POST-PETITION LOAN AND SECURITY AGREEMENT (this
"Amendment") is dated January 14, 2000, is by and among BANK OF AMERICA, N.A.
("Agent"), 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 (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) The following is added in numeric order to the Table of
Contents with respect to Exhibits and Schedules: "Schedule 8.4 - Corporate
Names/Prior Transactions".
(b) The title of Schedule 8.16 is changed from "Labor Disputes" to
"Labor Contracts".
(c) The following is added to the definition of "Adjusted Net
Earnings from Operations" after the first reference to "GAAP" contained
therein: "(except for inventory variances capitalized in Fiscal Year 1999
which will be relieved as inventory is sold in Fiscal Year 2000)".
(d) The following defined terms are added in alphabetical order to
Section 1.1:
(i) "IRB Claimants" has the meaning set forth in
Section 11.1(p).
(ii) "IRB Properties" has the meaning set forth in Section
11.1(p).
(iii) "Maximum Rate" has the meaning set forth in Section 3.3.
(e) The following is added to the definition of "Participant" after
the word "Person": ", subject to Section 13.2(e),".
(f) In Section 2.4(e)(2), each usage of the term "Borrowing" is
capitalized.
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(g) The internal cross-reference in Section 2.4(h)(1) is changed
from Section 2.4(i)(1) to Section 2.4(h)(1).
(h) The internal cross-reference in Section 2.4(h)(2) is changed
from Section 2.4(i) to Section 2.4(h).
2. Conditions to Effectiveness. This Amendment shall be effective upon
satisfaction of the following conditions precedent:
(a) Execution and delivery of this Amendment by Agent (which
constitutes Requisite Lenders as of the date hereof), Borrower and
Guarantors; and
(b) Approval by the Bankruptcy Court.
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: Xxxxxx X. Xxxxxx
Title: Senior Vice President
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
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XXXXXXXX XXXXXX MILL, INC.,
an Alabama corporation
FTL REGIONAL SALES COMPANY, INC.,
a Delaware corporation
LEESBURG YARN XXXXX, INC.,
an Alabama corporation
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
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GITANO FASHIONS LIMITED,
a Delaware corporation
GREENVILLE MANUFACTURING, INC.,
a Mississippi corporation
JET SEW TECHNOLOGIES, INC.,
a New York corporation
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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