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EXHIBIT 99.m
THIRD AMENDMENT TO GENERAL SECURITY AGREEMENT
THIS THIRD AMENDMENT TO GENERAL SECURITY AGREEMENT (this "Amendment")
is made as of December 18, 1994, by and between XXXXXXX X. XXXXXX (the
"Debtor") and NATIONSBANK OF FLORIDA, N.A., (the "Secured Party").
RECITALS:
A. As of December 18, 1992, Secured Party made a loan to the
Debtor in the original principal amount of $26,000,000.00 (the "0riginal
Loan"), which Original Loan was evidenced by that certain Secured Revolving
Promissory Note, dated December 18, 1992, executed by Debtor, in favor of
Secured Party.
B. As of December 18, 1994, Secured Party renewed the Original
Loan (the "Renewal Loan") in favor of Debtor, which Renewal Loan is evidenced
by that certain Secured Renewal Revolving Promissory Note, dated as of December
18, 1994, executed by Debtor, in favor of Secured Party.
C. The Renewal Loan is secured by, among other things, that
certain General Security Agreement, entered into as of December 18, 1992,
between Debtor and Secured Party, as amended pursuant to that certain First
Amendment to General Security Agreement, dated as of August 27, 1993, and as
further amended pursuant to that certain Second Amendment to General Security
Agreement, dated as of June 27, 1994 (collectively, the "Security Agreement").
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D. The parties wish to amend the Security Agreement in certain
respects, as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Recitals. The foregoing recitals are true and correct and are
hereby incorporated by this reference.
2. Definitions. All capitalized terms used herein shall, except
as modified herein, have the meanings ascribed to them in the Security
Agreement.
3. Modifications of Security Agreement.
(a) Section 1(a) of the Security Agreement is hereby
amended and restated in its entirety to read as
follows:
The following described Securities (as
defined below):
(i) 800,000 shares of Class "B" common
stock of Fruit Of The Loom, Inc., as
evidenced by Certificate No. B130.
(ii) 250,000 shares of Class "B" common
stock of Fruit Of The Loom, Inc., as
evidenced by Certificate No. B135.
(iii) 500,000 shares of Class "B" common
stock of Fruit Of The Loom, Inc., as
evidenced by Certificate No. B141.
(b) Section 2 of the Security Agreement is hereby amended
to provide that the term "Note" (as used and defined
in the Security Agreement) shall mean
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that certain Secured Revolving Promissory Note, dated
as of December 18, 1992, in the original principal
amount of $26,000,000.00 executed by Debtor, in favor
of Secured Party, as renewed pursuant to that certain
Secured Renewal Revolving Promissory Note, dated as
of December 18, 1994, in the original amount of
$26,000,000.00, executed by Debtor, in favor of
Secured Party.
(c) Section 4(b) of the Security Agreement is hereby
amended and restated in its entirety to read as
follows:
All Securities pledged and assigned hereunder are
(and with respect to all Collateral acquired
hereafter, shall be) duly authorized and validly
issued, fully paid and nonassessable, authentic,
genuine, unaltered and not stolen or forged or
counterfeit, and in all respects what they purport to
be. The collateral pledged and assigned hereunder is
duly registered under the 1933 Act, is freely
tradeable and assignable and is not subject to any
restrictions on transfer or resale or other
disposition in any manner. All stock hereafter
constituting Collateral shall also be duly registered
under the 1933 Act in a prompt manner satisfactory to
secured Party and shall be freely tradeable and
assignable and not subject to any restrictions on
transfer or resale or other disposition in any
manner. Promptly upon the registration of such
hereafter acquired collateral, Debtor shall deliver
to Secured Party evidence of such registration
acceptable to Secured Party.
(d) Section 4(s) is hereby amended to add the following:
The securities into which the Collateral was
convertible as of December 18, 1992, had sufficient
market value to provide an initial Obligations to
market value ratio of 50% based
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upon the applicable stock closing prices on December
21, 1992, to Secured Party's satisfaction.
The securities into which the Collateral is
convertible have as of this date sufficient market
value to provide an initial Obligations to market
value ration of 50% based on the applicable stock
closing prices on December _, 1994, to Secured
Party's satisfaction.
(e) Section 4(y) of the Security Agreement is hereby
amended to read as follows:
On the date hereof, all stock constituting the
Collateral is registered under the 1933 Act.
(f) Section 7 of the Security Agreement is hereby amended
to add as Section (r) thereof the following:
In the event that on or before __________________,
1995 at 5:00 p.m., Eastern Time, counsel to Debtor
approved by Secured Party fails to issue a legal
opinion letter addressed to and in form and substance
satisfactory to Secured Party, as such in corporate,
securities, execution, delivery, enforceability and
other matters as may be required by Secured Party, in
its sole discretion.
(g) Section 12 of the Security Agreement is hereby
amended to provide that the address of Secured Party
is Private Banking, NationsBank of Florida, N.A., Xxx
Xxxxxxxxx Xxxxx, Xxxxxx Xxxxx, Xx. Xxxxxxxxxx, XX
00000-0000.
(h) Section 3 of the Rule 144 Addendum which forms a part
of the Security Agreement is hereby amended and
restated in its entirety to read as follows:
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Applicability. This Addendum supplements and
forms part of that certain General Security
Agreement, dated December 18, 1992, from
Debtor to Secured Party, as amended, as
concerns the Rule 144 Securities pledged and
assigned to Secured Party pursuant to said
Agreement and this Addendum, which are listed
in Exhibit "A" attached hereto and made a
part hereof.
(i) Exhibit "A" to the Security Agreement is hereby
amended and restated in its entirety to read as
follows: See Exhibit "A" attached hereto and by this
reference, made a part hereof.
4. Ratification. Except as expressly modified herein, all terms
and conditions of the Security Agreement, as amended by this Amendment, shall
remain in full force and effect and are hereby ratified and confirmed by the
Debtor.
5. Reaffirmation of Security Agreement. By its signature below,
the Debtor hereby reaffirms, ratifies and confirms that the Renewal Loan shall
and continue to be secured by the Security Agreement, as amended by this
Amendment.
6 . Representations and Warranties. The terms and conditions,
representations and warranties and affirmative and negative covenants as set
forth in the Security Agreement as modified herein, are hereby ratified and
confirmed by Debtor, and Debtor hereby agrees that said terms and conditions,
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representations and warranties and affirmative and negative covenants are valid
and true and correct as if made on the date hereof and applied to the
indebtedness of Debtor to the Secured Party.
7. Incorporation by Reference. Except as modified herein, the
terms and conditions of the Security Agreement are hereby incorporated by
reference and remain in full force and effect, enforceable in accordance with
the terms hereof.
8. Waiver of Jury Trial. DEBTOR AND SECURED PARTY HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A
TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY AGREEMENT CONTEMPLATED TO BE
EXECUTED IN C0NJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY OR IN RESPECT
OF THE COLLATERAL. THIS IS A MATERIAL INDUCEMENT FOR THE SECURED PARTY MAKING
THE RENEWAL LOAN.
9. Second Amendment. Debtor and Secured Party hereby acknowledge
and agree that each executed that certain Second Amendment to General Security
Agreenent, dated as of December 18, 1994 (the "Terminated Second Amendment"),
which Terminated Second Amendment contained certain typographical errors.
Accordingly, Debtor and Secured Party hereby acknowledge and agree that the
Terminated Second Amendment is hereby deemed terminated, null and void and of
no further force or effect, and is replaced in its entirety by this Amendment.
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10. Confirmation of Security Agreement. Except as expressly
modified by this Amendment, the Security Agreement is hereby confirmed as being
in full force and effect and unmodified.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Xxxxxxx Xxxxxxxxxx Xxxxxxx Xxxxxxxxxx
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XXXXXXX X. XXXXXX
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NATIONSBANK OF FLORIDA, N.A.
By:
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Name:
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Title:
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