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EXHIBIT 10.60
June 30, 1998
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"
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 (the "Agent") for the Banks (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)
$34,210,000, plus (ii) 50% of the Consolidated Net Income from and
after March 31, 1998 until any relevant measurement date, plus (iii)
the Net Cash Proceeds received by the Borrower from the exercise of
stock warrants or options by employees or former employees of the
Borrower in respect of Capital Stock of the Borrower from and after
March 31, 1998, plus (iv) the Net Cash Proceeds received by Alamac Sub
Holdings Inc. from the sale of its facility located in Whitmire, South
Carolina to the Borrower after March 31, 1998 in an amount equal to
$21,790,978.
By their signatures below, each of the Subsidiary Guarantors acknowledges and
consents to this revision in the definition of "Maximum Restricted Payment
Amount" and each Subsidiary Guarantor agrees that this revision does not operate
to reduce or discharge any of such Subsidiary's obligations under any of the
Collateral Documents.
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WestPoint Xxxxxxx Inc.
June 30, 1998
Page Two
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". Except for the revision to the definition of "Maximum Restricted
Payment Amount" 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,
NATIONSBANK, N.A., in its capacity
as the Agent
By:________________________________
Title:_____________________________
ACKNOWLEDGED AND AGREED:
WESTPOINT XXXXXXX INC.
By:________________________________
Title:_____________________________
WESTPOINT XXXXXXX (UK) LIMITED
By:________________________________
Title:_____________________________
WESTPOINT XXXXXXX (EUROPE) LIMITED
By:________________________________
Title:_____________________________
[Signatures Continued]
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WestPoint Letter Agreement
June 30, 1998
WESTPOINT XXXXXXX STORES, INC.
By:________________________________
Title:_____________________________
X.X. XXXXXXX & CO., INC.
By:________________________________
Title:_____________________________
WEST POINT-PEPPERELL ENTERPRISES, INC.
By:________________________________
Title:_____________________________
X.X. XXXXXXX ENTERPRISES, INC.
By:________________________________
Title:_____________________________
ALAMAC HOLDINGS INC.
By:________________________________
Title:_____________________________
ALAMAC SUB HOLDINGS INC.
By:________________________________
Title:_____________________________
[Signatures Continued]
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WestPoint Letter Agreement
June 30, 1998
NATIONSBANK, N.A., as a Bank
By:________________________________
Title:_____________________________
THE BANK OF NEW YORK
By:________________________________
Title:_____________________________
THE FIRST NATIONAL BANK OF CHICAGO
By:________________________________
Title:_____________________________
SCOTIABANC INC.
By:________________________________
Title:_____________________________
WACHOVIA BANK, N.A.
By:________________________________
Title:_____________________________
SOCIETE GENERALE
By:________________________________
Title:_____________________________
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WestPoint Letter Agreement
June 30, 1998
ABN AMRO BANK, N.V.
By:________________________________
Title:_____________________________
SUNTRUST BANK, ATLANTA
By:________________________________
Title:_____________________________
By:________________________________
Title:_____________________________
FIRST UNION NATIONAL BANK
By:________________________________
Title:_____________________________
FLEET BANK, N.A.
By:________________________________
Title:_____________________________
AMSOUTH BANK
By:________________________________
Title:_____________________________
[Signatures Continued]
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WestPoint Letter Agreement
June 30, 1998
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
By:________________________________
Title:_____________________________
By:________________________________
Title:_____________________________
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