EXHIBIT 2.7
SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is dated as of
December 15, 2004, and entered into by and among ALBA-WALDENSIAN, INC., a
Delaware corporation (successor-in-interest to AWS Acquisition Corp. by merger,
the "BORROWER"), the banks signatory hereto (each a "LENDER" and collectively,
the "LENDERS"), and BANK HAPOALIM B.M. as administrative agent (the
"ADMINISTRATIVE AGENT") for the Lenders. Unless otherwise defined herein,
capitalized terms used herein shall have the meanings given to such terms in the
Credit Agreement referred to below.
WITNESSETH:
WHEREAS, the Borrower is a party to the Credit Agreement dated as of
December 13, 1999, by and among AWS Acquisition Corp. (predecessor-in-interest
to the Borrower prior to merger), the Lenders and the Administrative Agent, as
amended by a First Amendment to Credit Agreement effective as of December 15,
2000, and a Second Amendment to Credit Agreement effective as of December 15,
2001, by and among the Borrower, the Lenders and the Administrative Agent, a
Third Amendment to Credit Agreement dated as of September 6, 2002, by and among
the Borrower AlbaHealth, LLC, a Delaware limited liability company, the Lenders
and the Administrative Agent, a Fourth Amendment to Credit Agreement dated as of
December 15, 2002, and a Fifth Amendment to Credit Agreement dated as of
December 15, 2003, by and among the Borrower, the Lenders and the Administrative
Agent (as so amended, and as may be further amended, supplemented or otherwise
modified from time to time, the "CREDIT AGREEMENT"); and
WHEREAS, the Borrower has requested that the Administrative Agent and the
Lenders agree to waive compliance with, and to amend, certain provisions of the
Credit Agreement as hereinafter provided; and
WHEREAS, the Lenders and the Administrative Agent are willing to grant such
waivers and to make such amendments upon the terms and conditions of this
Amendment;
NOW THEREFORE, in consideration of the premises and the agreements,
provisions and covenants contained herein, the parties hereto agree as follows:
SECTION 1. WAIVER. Subject to the terms and conditions set forth herein,
the Lenders hereby waive any Default or Event of Default that may have arisen as
a result of the Borrower's failure to comply with subsections 7.2 and 7.3 of the
Credit Agreement for fiscal year 2002 and 2003, or any fiscal quarter thereof.
SECTION 2. AMENDMENT TO CREDIT AGREEMENT. The Credit Agreement is hereby
amended as follows:
2.1 DEFINITIONS. The following definitions in subsection 1.1 of the Credit
Agreement are hereby amended as follows:
(a) The definition of "ABR" set forth in subsection 1.1 of the Credit
Agreement is hereby amended and restated in its entirety to read as
follows:
" `ABR': for any day, a rate PER ANNUM (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to the Prime Rate in effect
on such day. Any change in the ABR due to a change in the Prime Rate
shall be effective as of the opening of business on the effective day
of such change in the Prime Rate."
(b) The definition of "Applicable Margin" set forth in subsection 1.1
of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:
" `APPLICABLE MARGIN': for each Term Loan that is outstanding
hereunder as either a LIBOR Loan or an ABR Loan, 2.00%, and for each
Revolving Credit Loan that is outstanding hereunder as either a LIBOR
Loan or an ABR Loan, 1.50%."
(c) The definition of "Revolving Credit Loan Maturity Date" set forth
in subsection 1.1 of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:
" `REVOLVING CREDIT LOAN MATURITY DATE': May 30, 2005."
(d) The definition of "Term B Loan Maturity Date" set forth in
subsection 1.1 of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:
" `TERM B LOAN MATURITY DATE': December 15, 2012."
2.2 REPAYMENT OF TERM B LOANS. The parties hereto agree that (i) the
semi-annual principal installment originally due on January 15, 2005 in
connection with the Term B Loans shall not be made; (ii) the amortization
schedule of the Term B Loans is revised as set forth below; and (iii) the
current Interest Payment Date of January 15, 2005 for the Term B Loans shall
continue in effect, PROVIDED THAT thereafter, the Interest Periods and Interest
Payment Dates with respect to the Term B Loans will coincide (to the extent
possible) with the dates for the quarterly repayment of principal of the Term B
Loans. Subsection 3.1(b) of the Credit Agreement is hereby amended in its
entirety to read as follows:
"(b) The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each applicable Lender the
principal amount of the Term B Loans in thirty-two (32) equal and
consecutive quarterly installments, each such installment to be in an
amount equal to 3.125% of the aggregate principal amount of Term B Loan of
such Lender outstanding immediately prior to March 15, 2005, with the first
such installment commencing on March 15, 2005, and the last such
installment ending on the Term B Loan Maturity Date (or such earlier date
on which the Term B Loans become due and payable pursuant to Section 9). In
no event shall the principal balance of the Term B Loan remain unpaid after
the Term B Loan Maturity Date."
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2.3 FINANCIAL STATEMENTS. Subsection 7.2(a) of the Credit Agreement is
hereby amended in its entirety to read as follows:
"(a) as soon as available, but in any event within 90 days after the
end of each fiscal year of the Borrower, a copy of the (i) unaudited
consolidated balance sheet of the Borrower and its consolidated
Subsidiaries as at the end of such year and the related consolidated
statements of operations, statements of shareholder's equity and statements
of cash flows for such year; and (ii) unaudited consolidating balance
sheets of the Borrower and its consolidated Subsidiaries as at the end of
such fiscal year together with consolidating statements of income and
retained earnings and of cash flows of the Borrower and its consolidated
Subsidiaries for such fiscal year as customarily prepared by the management
of the Borrower for internal use, setting forth in each case in comparative
form the figures for the previous year, certified by a Responsible Officer
as being fairly stated in all material respects and without qualification
or exception."
2.4 CERTIFICATES; OTHER INFORMATION. Subsection 7.3(a) of the Credit
Agreement is hereby amended in its entirety to read as follows:
"(a) [RESERVED]"
2.5 FINANCIAL REPORTS OF TEFRON LTD. Subsection 7.3(c) of the Credit
Agreement is hereby amended in its entirety to read as follows:
"(c) promptly after the sending or filing thereof by Tefron, copies of
all proxy statements, financial statements, and reports that Tefron sends
to its stockholders, and copies of all regular, periodic and special
reports (including, without limitation, copies of all Forms 20-K and Forms
6-K), and all registration statements that Tefron files with the SEC
Authority (or any Governmental that may be substituted therefor) and/or
NASDAQ, and all amendments to any of the foregoing, PROVIDED THAT, (i) if
not included in the copies of the Form 20-K delivered to the each Lender
within 120 days after the end of each fiscal year of Tefron (commencing
with fiscal year ending for 2004), then as soon as available, but in any
event within 90 days after the end of each fiscal year of Tefron, a copy of
(A) the audited consolidated balance sheet of Tefron and its consolidated
Subsidiaries as at the end of such year and the related audited
consolidated statements of operations, statements of shareholder's equity
and statements of cash flows for such year, setting forth in each case in
comparative form the figures for the previous year, reported on without a
"going concern" or like qualification or exception, or qualification
arising out of the scope of the audit, by an independent certified public
accountants of nationally recognized standing; and (B) a copy of the
unaudited consolidating balance sheets of Tefron and its consolidated
Subsidiaries as at the end of such fiscal year together with consolidating
statements of income and retained earnings and of cash flows of Tefron and
its consolidated Subsidiaries for such fiscal year as customarily prepared
by the management of Tefron for internal use; and (ii) if not included in
the copies of the Form 6-K delivered to the each Lender within 90 days
after the end of each fiscal quarter of Tefron (commencing with the first
fiscal quarter ending for 2005), as soon as available, but in any event not
later than 90 days after the end of each fiscal quarter of Tefron, the
audited consolidated and consolidating balance sheets of Tefron and its
consolidated Subsidiaries as at the end of such quarter and the related
audited consolidated and consolidating statements of operations, statements
of shareholder's equity and statements of cash flows of Tefron and its
consolidated Subsidiaries for such quarter and the portion of Tefron's
fiscal year through the end of such quarter, setting forth in each case in
comparative form the figures for the previous year, reported on without a
"going concern" or like qualification or exception, or qualification
arising out of the scope of the audit, by an independent certified public
accountants of nationally recognized standing and certified as being fairly
stated in all material respects (subject to normal year-end audit
adjustments and the absence of footnote disclosure); and"
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2.6 TERM B LOAN NOTES. Contemporaneously with its execution and delivery of
this Amendment, the Borrower shall issue to each Lender (via delivery to the
Administrative Agent) an amended Term B Note in replacement but not repayment
of, and in exchange and substitution for, the Term B Note of such Borrower with
such Lender in existence immediately prior to the effectiveness of this
Amendment, such amended Term B Note to be substantially in the form of SCHEDULE
1 or SCHEDULE 2, as the case may be, attached hereto, signed and delivered by a
duly authorized officer of the Borrower. Thereafter, all references in the
Credit Agreement to any Term B Note shall be deemed to refer to such amended
Term B Note, as the case may be.
SECTION 3. BORROWERS REPRESENTATIONS AND WARRANTIES.
To induce the Administrative Agent and the Lenders to enter into this
Amendment, the Borrower represents and warrants to the Administrative Agent
and the Lenders that:
3.1 CORPORATE EXISTENCE; COMPLIANCE WITH LAW. The Borrower is a corporation
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization and is in compliance with all Requirements of
Law, except to the extent that all failures to comply therewith could not, in
the aggregate, reasonably be expected to have a Material Adverse Effect.
3.2 CORPORATE/POWER; AUTHORIZATION. The execution, delivery and performance
by the Borrower of this Amendment, and the consummation of the transactions
contemplated hereby, are within the Borrower's corporate powers, and have been
duly authorized by all necessary corporate action on the part of the Borrower.
3.3 NO CONSENT. No consent or authorization of, or filing with, notice to
or other act by, or in respect of, any Governmental Authority or any other
Person is required in connection with the execution, delivery and performance by
the Borrower of this Amendment.
3.4 ENFORCEABILITY. This Amendment constitutes, and the amended Term B Loan
Notes when executed and delivered to the Lenders pursuant to subsection 2.3 of
this Amendment, will constitute, a legal, valid and binding obligation of the
Borrower enforceable against the Borrower in accordance with its terms, subject
to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium, and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.
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3.5 NO LEGAL BAR. The execution, delivery and performance by the Borrower
of this Amendment will not violate any Requirement of Law or Contractual
Obligation of the Borrower and will not result in, or require the creation or
imposition of any Lien on any of its properties or revenues pursuant to any
Requirement of Law or Contractual Obligation.
3.6 INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT AGREEMENT.
The representations and warranties contained in Section 4 of the Credit
Agreement are and will be true, correct and complete in all material respects on
and as of the date this Amendment shall become effective and to the same extent
as though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.
SECTION 4. CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT.
This Amendment shall become effective as of the date first written upon the
determination by the Administrative Agent that the following conditions have
been satisfied:
4.1 EXECUTION; AUTHORIZATION. The Administrative Agent shall have received
counterparts of this Amendment duly executed by the Borrower and the Lenders and
the attached Acknowledgement and Consent duly executed by Tefron and Parent.
4.2 TERM B NOTES. The Administrative Agent shall have received an original
Term B Note for each Lender, substantially in the form of SCHEDULE 1 OR 2, as
the case may be, attached hereto, signed and delivered by a duly authorized
officer of Alba. Upon the Administrative Agent's receipt of all such duly
executed and delivered Notes, the Administrative Agent shall return the existing
Term B Notes to Alba.
4.3 AMENDMENT FEE. The Administrative Agent shall have received, for the
account of each Lender, an amendment fee equal to a flat one-eighth of one
percent (1/8%) of the unpaid principal amount of the Revolving Credit Loan and
Term B Loan of such Lender.
4.4 LEGAL FEES. Xxxx Xxxxxxx LLP, counsel to the Administrative Agent,
shall have received full payment of its legal fees and expenses incurred in
connection with the preparation, execution and delivery of this Amendment within
twenty (20) days after submission of its written invoice to the Borrower.
4.5 NO DEFAULT. No Default or Event of Default shall exist after giving
effect to the transactions contemplated by this Amendment.
SECTION 5. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS.
5.1 REFERENCE. On and after the effective date of this Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder", "herein" or
words of like import referring to the Credit Agreement, and each reference in
the other Loan Documents to the "Credit Agreement", "thereunder", "thereof", or
words of like import referring to the Credit Agreement shall mean and be a
reference to the Credit Agreement as amended by this Amendment.
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5.2 FULL FORCE AND EFFECT. The Credit Agreement and each of the other Loan
Documents, except as specifically amended by this Amendment, are and shall
continue to be in full force and effect and are hereby in all respects ratified
and confirmed.
5.3 NO WAIVER. The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power, or remedy of the Lenders under any of the Loan Documents, nor
constitute a waiver of any provision of the Loan Documents.
SECTION 6. GENERAL TERMS.
6.1 RECITALS. The recitals provided for at the commencement of this
Amendment are hereby incorporated herein as if set forth in this Section 5.
6.2 HEADINGS. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
6.3 SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon the
successors and assigns of the Borrower and shall inure to the benefit of the
Administrative Agent and its successors and assigns.
6.4 COSTS; EXPENSES. The Borrower agrees to pay or reimburse the
Administrative Agent and each Lender for all of their reasonable out-of-pocket
costs and expenses incurred in connection with the preparation, execution of,
and any amendment, supplement or modification to this Amendment or any other
documents prepared in connection herewith, and the consummation and
administration of the transactions contemplated hereby and thereby, including,
without limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent in accordance with the terms of subsection 11.6 of the
Credit Agreement.
6.5 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES.
6.6 COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original and all of
which when taken together shall constitute but one and the same agreement.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
ALBA-WALDENSIAN, INC.
By: /S/ Xxxxx Xxxxxxx Xxxxxxx
-----------------------------
Name: Xxxxx Xxxxxxx Xxxxxxx
Title: CFO
By: /S/ Xxx Xxxxx
-----------------
Name: Xxx Xxxxx
Title: Vice President
BANK HAPOALIM B.M.,
as Administrative Agent and as a Lender
By: /S/ Xxxx Xxx
----------------
Name: Xxxx Xxx
Title: Senior Vice President
By: /S/ Xxxxxx Xxxx
-------------------
Name: Xxxxxx Xxxx
Title: Vice President
ISRAEL DISCOUNT BANK OF NEW YORK,
as a Lender
By: /S/ Xxxx Xxxxxx
-------------------
Name: Xxxx Xxxxxx
Title: First Vice President
By: /S/ Xxxxx Xxxx
------------------
Name: Xxxxx Xxxx
Title: Vice President
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ACKNOWLEDGEMENT AND CONSENT
Each of the undersigned hereby acknowledges and consents to the foregoing
Sixth Amendment to Credit Agreement, and after giving effect thereto, does
hereby confirm and reaffirm all of its obligations under the Tefron Guarantee or
the Parent Guarantee, as the case may be.
Each of the undersigned hereby represents and warrants that:
(i) Its execution and delivery of this acknowledgement and consent and the
consummation of the transactions contemplated hereby, are within its company
powers and have been duly authorized by all necessary corporate action;
(ii) No material consent or authorization of, or filing with, notice to or
other act by, or in respect of, any Governmental Authority or any other Person
is required in connection with its execution and delivery of this
acknowledgement and consent and its performance under the Tefron Guarantee or
the Parent Guarantee, as the case may be, as amended by the foregoing Sixth
Amendment, other than any which have been obtained or made as of the date
hereof;
(iii) This acknowledgement and consent, and, after giving effect to the
foregoing Sixth Amendment, the Tefron Guarantee or Parent Guarantee, as the case
may be, constitutes its legal, valid and binding obligation, enforceable against
it in accordance with its terms, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium, and other similar
laws relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing; and
(iv) The execution, delivery and performance by it of this acknowledgement
and consent will not violate any material Requirement of Law or Contractual
Obligation binding on it or any of its Subsidiaries, and will not result in, or
require the creation or imposition of any Lien on any of its properties or
revenues pursuant to any Requirement of Law or Contractual Obligation, except
Liens in favor of the Administrative Agent and the Lenders.
Dated as of February 2, 2005
TEFRON LTD. TEFRON U.S. HOLDINGS CORP.
By: /S/ Xxxxx Xxxxxx By: /S/ Xxxxx Xxxxxx
-------------------- -------------------
Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxxx
Title: CEO Title: Director
By: /S/ Xxxx Xxxxxxx By: /S/ X. Xxxxx
-------------------- ----------------
Name: Xxxx Xxxxxxx Name: Xxx Xxxxx
Title: Chairman of the board of directors Title: Director
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SCHEDULE 0
XXXX X XXXX
Xxx Xxxx, Xxx Xxxx
$15,354,545.46 December 15, 2004
FOR VALUE RECEIVED, the undersigned, ALBA-WALDENSIAN, INC. (the
"BORROWER"), hereby unconditionally promises to pay to the order of BANK
HAPOALIM B.M. (the "LENDER") at the office of the Administrative Agent located
at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 in lawful money of the
United States of America and in immediately available funds, the principal
amount of FIFTEEN MILLION THREE HUNDRED FIFTY-FOUR THOUSAND FIVE HUNDRED AND
FORTY-FIVE AND 46/100 DOLLARS ($15,354,545.46), in the amounts and on the dates
specified in the Credit Agreement referred to below; PROVIDED that, the entire
unpaid principal balance of this Term B Note, together with all accrued and
unpaid interest thereon, shall be repaid no later than the Term B Loan Maturity
Date (as defined in the Credit Agreement referred to below).
The Borrower further agrees to pay interest in like money at such office on
the unpaid principal amount hereof, from the date hereof until paid in full, at
the rates and at the times specified or determined in accordance with the
provisions of that certain Credit Agreement dated as of December 13, 1999, by
and among AWS Acquisition Corp. (predecessor-in-interest to the Borrower prior
to merger), the banks signatory thereto (the "LENDERS"), and Bank Hapoalim B.M.
as administrative agent ( the "ADMINISTRATIVE AGENT") for the Lenders, as
amended by the First Amendment to Credit Agreement dated as of December 15, 2000
and the Second Amendment to Credit Agreement dated as of December 15, 2001, by
and among the Borrower, the Lenders and the Administrative Agent, the Third
Amendment to Credit Agreement dated as of September 6, 2002, by and among the
Borrower, AlbaHealth, LLC, a Delaware limited liability company, the Lenders and
the Administrative Agent, the Fourth Amendment to Credit Agreement dated as of
December 15, 2002, the Fifth Amendment to Credit Agreement dated as of December
15, 2003, and the Sixth Amendment to Credit Agreement dated as of December 15,
2004 (the "SIXTH AMENDMENT"), by and among the Borrower, the Lenders and the
Administrative Agent (as so amended, and as may be further amended, supplemented
or otherwise modified from time to time, the "CREDIT AGREEMENT").
This Term B Note is issued in exchange and substitution for, and not in
satisfaction of, and to amend and restate without interruption all indebtedness
evidenced by, the Term B Note dated September 6, 2002 issued by the Borrower to
the Lender. This Term B Note (a) is issued pursuant to the Sixth Amendment and
is entitled to the provisions and benefits of the Credit Agreement, to which
reference is hereby made for a more complete statement of the terms and
conditions under which the Term B Loans evidenced hereby were made and are to be
repaid, and (b) is subject to optional and mandatory prepayment in whole or in
part as provided in the Credit Agreement. This Term B Note is secured and
guaranteed as provided in the Loan Documents, including, without limitation, the
Tefron Guarantee and the Parent Guarantee. Reference is hereby made to the Loan
Documents for a description of the properties and assets in which a security
interest has been granted, the nature and extent of the security and the
guarantees, the terms and conditions upon which the security interests and each
guarantee were granted, and the rights of the holder of this Term B Note in
respect thereof.
Upon the occurrence of any one or more of the Events of Default, all
amounts then remaining unpaid on this Term B Note shall become, or may be
declared to be, immediately due and payable, all as provided in the Credit
Agreement.
All parties now and hereafter liable with respect to this Term B Note,
whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.
Unless otherwise defined herein, terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.
THIS TERM B NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
ALBA-WALDENSIAN, INC.
By: /S/ Xxxxx Xxxxxxx Xxxxxxx
-----------------------------
Name: Xxxxx Xxxxxxx Xxxxxxx
Title: CFO
By::/S/ Xxx Xxxxx
-----------------
Name: Xxx Xxxxx
Title: Vice-President
2
SCHEDULE 0
XXXX X XXXX
Xxx Xxxx, Xxx Xxxx
$10,236,363.66 December 15, 2004
FOR VALUE RECEIVED, the undersigned, ALBA-WALDENSIAN, INC. (the
"BORROWER"), hereby unconditionally promises to pay to the order of ISRAEL
DISCOUNT BANK OF NEW YORK (the "LENDER") at the office of the Administrative
Agent located at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 in lawful
money of the United States of America and in immediately available funds, the
principal amount of TEN MILLION TWO HUNDRED THIRTY-SIX THOUSAND THREE HUNDRED
AND SIXTY-THREE AND 66/100 DOLLARS ($10,236,363.66), in the amounts and on the
dates specified in the Credit Agreement referred to below; PROVIDED that, the
entire unpaid principal balance of this Term B Note, together with all accrued
and unpaid interest thereon, shall be repaid no later than the Term B Loan
Maturity Date (as defined in the Credit Agreement referred to below).
The Borrower further agrees to pay interest in like money at such office on
the unpaid principal amount hereof, from the date hereof until paid in full, at
the rates and at the times specified or determined in accordance with the
provisions of that certain Credit Agreement dated as of December 13, 1999, by
and among AWS Acquisition Corp. (predecessor-in-interest to the Borrower prior
to merger), the banks signatory thereto (the "LENDERS"), and Bank Hapoalim B.M.
as administrative agent ( the "ADMINISTRATIVE AGENT") for the Lenders, as
amended by the First Amendment to Credit Agreement dated as of December 15, 2000
and the Second Amendment to Credit Agreement dated as of December 15, 2001, by
and among the Borrower, the Lenders and the Administrative Agent, the Third
Amendment to Credit Agreement dated as of September 6, 2002, by and among the
Borrower, AlbaHealth, LLC, a Delaware limited liability company, the Lenders and
the Administrative Agent, the Fourth Amendment to Credit Agreement dated as of
December 15, 2002, the Fifth Amendment to Credit Agreement dated as of December
15, 2003, and the Sixth Amendment to Credit Agreement dated as of December 15,
2004 (the "SIXTH AMENDMENT"), by and among the Borrower, the Lenders and the
Administrative Agent (as so amended, and as may be further amended, supplemented
or otherwise modified from time to time, the "CREDIT AGREEMENT").
This Term B Note is issued in exchange and substitution for, and not in
satisfaction of, and to amend and restate without interruption all indebtedness
evidenced by, the Term B Note dated September 6, 2002 issued by the Borrower to
the Lender. This Term B Note (a) is issued pursuant to the Sixth Amendment and
is entitled to the provisions and benefits of the Credit Agreement, to which
reference is hereby made for a more complete statement of the terms and
conditions under which the Term B Loans evidenced hereby were made and are to be
repaid, and (b) is subject to optional and mandatory prepayment in whole or in
part as provided in the Credit Agreement. This Term B Note is secured and
guaranteed as provided in the Loan Documents, including, without limitation, the
Tefron Guarantee and the Parent Guarantee. Reference is hereby made to the Loan
Documents for a description of the properties and assets in which a security
interest has been granted, the nature and extent of the security and the
guarantees, the terms and conditions upon which the security interests and each
guarantee were granted, and the rights of the holder of this Term B Note in
respect thereof.
Upon the occurrence of any one or more of the Events of Default, all
amounts then remaining unpaid on this Term B Note shall become, or may be
declared to be, immediately due and payable, all as provided in the Credit
Agreement.
All parties now and hereafter liable with respect to this Term B Note,
whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.
Unless otherwise defined herein, terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.
THIS TERM B NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
ALBA-WALDENSIAN, INC.
By: /S/ Xxxxx Xxxxxxx Xxxxxxx
-----------------------------
Name: Xxxxx Xxxxxxx Xxxxxxx
Title: CFO
By:: /S/ Xxx Xxxxx
------------------
Name: Xxx Xxxxx
Title: Vice-Presidents
2
