EXHIBIT 10.69
Acknowledgment and Confirmation of Guaranty and Other Financing Agreements
Each of the undersigned, by execution of this Acknowledgment and
Confirmation of Guaranty and Other Financing Agreements, acknowledges and agrees
that it is fully aware of, accepts and approves, the terms and conditions of:
(i) the Amended and Restated Accounts Financing Agreement [Security Agreement],
dated as of June 1, 1997 (the "Accounts Agreement"), among Farah U.S.A., Inc.,
Value Clothing Company, Inc. and Farah Manufacturing (U.K.) Limited, and
Congress Financial Corporation (Southwest) ("Lender"), amending and restating
the Accounts Financing Agreement [Security Agreement], dated August 2, 1990 (the
"Original Accounts Agreement"), between Farah U.S.A., Inc. and Lender and (ii)
all other documents, instruments, supplements and agreements in connection with
the Original Account Agreement and the Accounts Agreement, including, without
limitation, (A) each Guaranty and Waiver, dated August 2, 1990, by various
affiliates of Farah U.S.A., Inc., (B) each Supplement (as defined in the
Accounts Agreement), (C) the ten million ($10,000,000) Secured Term Promissory
Note, dated June 1, 1997, issued or to be issued to Lender by Farah U.S.A., Inc.
pursuant to Section 2.1.1(e) of the Accounts Agreement, (D) Inventory and
Equipment Financing Agreement Supplement [Security Agreement], dated August 2,
1990, between Farah U.S.A., Inc. and Lender, (E) each Pledge and Security
Agreement by Farah U.S.A., Inc., in favor of Lender, (F) each Collateral
Assignment of License, dated August 2, 1990, by Farah U.S.A., Inc., in favor of
Lender, (G) each Collateral Assignment of Agreement, dated August 2, 1990, by
Farah Inc. and its affiliates, in favor of Lender, (H) each Pledge and Security
Agreement, dated August 2, 1990, by Farah Inc. and its affiliates, in favor of
Lender, (I) the Subordination Agreement, dated August 2, 1990, among Farah Inc.,
Farah U.S.A., Inc. and Lender, (J) Trademark Collateral Assignment and Security
Agreement, dated August 1, 1990 and August 2, , by Farah Inc. in favor of
Lender, (K) each Patent Collateral Assignment and Security Agreement, dated
August 1, 1990, by Farah Inc., in favor of Lender, (L) each Amended and Restated
General Security Agreement, dated as of June 1, 1997, by Farah Inc. and its
affiliates in favor of Lender, (M) each intercreditor and other ancillary
document, dated August 2, 1990, as each of the foregoing may have been or may be
amended, modified, restated, supplemented and confirmed from time to time, (N)
the General Security Agreement, dated as of February 9, 1994 and the Guarantee
and Waiver, dated February 9, 1994, each by Farah Licensing Company (now known
as Farah Clothing Company, Inc.), (O) each Guarantee and Waiver, dated February
9, 1994, in favor of Lender, by certain of the undersigned entities (and others)
for the benefit of Farah UK, (P) the Subordination Agreement, dated as of
February 9, 1994, among Farah UK, Farah Exports (Ireland) and Lender for the
benefit of Farah UK, and (Q) the Debenture, dated January 24, 1994, between
Farah UK and Lender for the benefit of Farah UK (collectively, the "Financing
Agreements"). Each of the undersigned further understands that certain of the
Financing Agreements, but not all of them, are being amended and/or restated as
of June 1, 1997, and, notwithstanding that the other Financing Agreements shall
be or remain dated August 2, 1990 (or another date other than the date hereof)
and shall not be so amended and/or restated, the undersigned expressly confirms,
ratifies and approves in all respects all of its "Obligations" under such
Financing Agreements to which it is a party and all of its other liabilities,
indemnities, agreements and other obligations to Lender, whether now existing or
hereafter arising, under or in respect of such Financing Agreements.
Dated as of June 1, 1997:
GUARANTORS
FARAH INCORPORATED
FARAH INTERNATIONAL, INC.
VALUE SLACKS, INC.
FARAH MANUFACTURING COMPANY, INC.
FARAH MANUFACTURING COMPANY
OF NEW MEXICO, INC.
VALUE CLOTHING COMPANY, INC.
CORPORACION FARAH-COSTA RICA X.X.
XXXXX CLOTHING COMPANY, INC., a
Delaware corporation (previously known as Farah
Licensing Company, Inc.)
By: /s/ Xxxxxxx X. Xxxxxx
Title: Chief Financial Officer
FTX, INC.
By: /s/ Xxxx Xxxxxxx, Xx.
Title: President
