EXHIBIT 4.2
(Subject to Approval of
the Bankruptcy Court
on May 2, 2002)
SECOND AMENDMENT
TO REVOLVING CREDIT AND
GUARANTY AGREEMENT
SECOND AMENDMENT, dated as of March 13, 2002 (the
"Amendment"), to the REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of
November 15, 2001, among BURLINGTON INDUSTRIES, INC., a Delaware corporation
(the "Borrower"), a debtor and debtor-in-possession under Chapter 11 of the
Bankruptcy Code, the Guarantors named therein (the "Guarantors"), each of which
Guarantors is a debtor and debtor-in-possession in a case pending under Chapter
11 of the Bankruptcy Code, JPMORGAN CHASE BANK, a New York banking corporation
("JPMorgan Chase"), each of the other financial institutions party thereto
(together with JPMorgan Chase, the "Banks") and JPMORGAN CHASE BANK, as Agent
for the Banks (in such capacity, the "Agent"):
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantors, the Banks and the Agent
are parties to that certain Revolving Credit and Guaranty Agreement, dated as of
November 15, 2001, as amended by that certain First Amendment to Revolving
Credit and Guaranty Agreement, dated as of December 20, 2001 (as the same may be
amended, modified or supplemented from time to time, the "Credit Agreement");
and
WHEREAS, the Borrower has requested that certain provisions of
the Credit Agreement be amended, as set forth herein.
NOW, THEREFORE, it is agreed:
1. As used herein all terms that are defined in the Credit Agreement shall have
the same meanings herein.
2. Section 6.05 of the Credit Agreement is hereby amended in its entirety to
read as follows:
SECTION 6.05 EBITDA. Permit EBITDA for each 12-month period
ending on the last day of each fiscal month listed below to be
less than the amount specified opposite such date:
12 Months Ending EBITDA
---------------- ------
March, 2002 $14,000,000
April, 2002 $7,000,000
May, 2002 $(4,000,000)
June, 2002 $(19,000,000)
July, 2002 $(22,000,000)
August, 2002 $(26,000,000)
September, 2002 $(23,000,000)
October, 2002 $(22,000,000)
November, 2002 $(11,000,000)
December, 2002 $(4,000,000)
January, 2003 $7,000,000
February, 2003 $12,000,000
March, 2003 $21,000,000
April, 2003 $31,000,000
May, 2003 $41,000,000
June, 2003 $53,000,000
July, 2003 $63,000,000
August, 2003 $69,000,000
September, 2003 $75,000,000
October, 2003 $78,000,000
November, 2003 $79,000,000
3. This Amendment shall not become effective (the "Effective Date") until the
date on which this Amendment shall have been executed by the Borrower, the
Guarantors, the Required Banks and the Agent, and the Agent shall have received
evidence satisfactory to it of such execution, provided that notwithstanding the
occurrence of the Effective Date, the effect of the amendment set forth herein
shall terminate and be of no further force or effect if (x) on or before May 7,
2002, the Bankruptcy Court shall not have entered an order in form and substance
satisfactory to the Agent authorizing the terms of this Amendment and the
payment by the Borrower to the Agent for its own account of a structuring fee in
the amount heretofore agreed upon by the Borrower and the Agent and the payment
by the Borrower to the Agent, for the respective account of each Bank that has
executed and delivered to the Agent a counterpart of this Amendment by not later
than 5:00 p.m. (New York City time) on March 27, 2002, an amendment fee in an
amount equal to .15% of the Commitment of such Bank, and (y) such structuring
fee and amendment fee shall not have been paid in cash to the Agent for its own
account and the accounts of the Banks referred to above, respectively, within
one Business Day after entry of the order referred to above.
4. Except to the extent hereby amended, the Credit Agreement and each of the
Loan Documents remain in full force and effect and are hereby ratified and
affirmed.
5. The Borrower agrees that its obligations set forth in Section 10.05 of the
Credit Agreement shall extend to the preparation, execution and delivery of this
Amendment, including the reasonable fees and disbursements of special counsel to
the Agent.
6. This Amendment shall be limited precisely as written and shall not be deemed
(a) to be a consent granted pursuant to, or a waiver or modification of, any
other term or condition of the Credit Agreement or any of the instruments or
agreements referred to therein or (b) to prejudice any right or rights which the
Agent or the Banks may now have or have in the future under or in connection
with the Credit Agreement or any of the instruments or agreements referred to
therein. Whenever the Credit Agreement is referred to in the Credit Agreement or
any of the instruments, agreements or other documents or papers executed or
delivered in connection therewith, such reference shall be deemed to mean the
Credit Agreement as modified by this Amendment.
7. This Amendment may be executed in any number of counterparts and by the
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken
together shall constitute but one and the same instrument.
8. This Amendment shall be governed by, and construed in accordance with, the
laws of the State of New York.
[SIGNATURE PAGES TO FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and the year first written.
BORROWER:
BURLINGTON INDUSTRIES, INC.
By:
Title:
GUARANTORS:
B. I. TRANSPORTATION, INC.
------------------------------------------
BH/M-II INC.
BI PROPERTIES INC.
BI PROPERTIES I INC.
BII MEXICO HOLDINGS I, INC.
BII MEXICO HOLDINGS II, INC.
BII MEXICO LAUNDRY HOLDING CO.
BII MEXICO YARNS HOLDING CO.
BURLINGTON APPAREL SERVICES COMPANY
BURLINGTON FABRICS INC.
BURLINGTON FABRITEX USA, INC.
BURLINGTON INDUSTRIES I, LLC
BURLINGTON INDUSTRIES II, LLC
BURLINGTON INDUSTRIES III, LLC
BURLINGTON INDUSTRIES IV, LLC
BURLINGTON INDUSTRIES V, LLC
BURLINGTON INTERNATIONAL SERVICES COMPANY
BURLINGTON INVESTMENT INC.
BURLINGTON INVESTMENT II INC.
BURLINGTON XXXXX CORPORATION
BURLINGTON XXXXX, INC.
BURLINGTON WORLDWIDE INC.
BURLINGTON WORSTEDS INC.
DISTRIBUTEX, INC.
By:
Title:
--------------------------------------------------------------------------------
XX XXXXXX XXXXX BANK,
Individually and as Agent
By: _______________________________
Name:
Title:
TRANSAMERICA BUSINESS
CAPITAL CORPORATION
By: _______________________________
Name:
Title:
FIRST UNION NATIONAL BANK
By: _______________________________
Name:
Title:
SUNTRUST BANK
By: _______________________________
Name:
Title:
BANK OF AMERICA, N.A.
By: _______________________________
Name:
Title:
XXXXXXX BANK
By: _______________________________
Name:
Title:
ARK II CLO 2001-1, LIMITED
By: Patriarch Partners II, LLC,
its Collateral Manager
By: _________________________________
Name:
Title: Manager
THE CIT GROUP/COMMERCIAL SERVICES, INC.
By: _______________________________
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By: _______________________________
Name:
Title:
FOOTHILL CAPITAL CORPORATION
By: _______________________________
Name:
Title:
FLEET NATIONAL BANK
By: _______________________________
Name:
Title:
ISRAEL DISCOUNT BANK OF NEW YORK
By: _______________________________
Name:
Title:
LASALLE BUSINESS CREDIT, INC.
By: _______________________________
Name:
Title:
THE BANK OF NEW YORK
By: _______________________________
Name:
Title:
