1
EXHIBIT 99.i
RATIFICATION OF GUARANTY
THIS RATIFICATION OF GUARANTY (the "Ratification") is given as of the
1st day of July, 1995 by FRUIT OF THE LOOM, INC., a Delaware corporation (the
"Guarantor") in order to induce NATIONSBANK OF FLORIDA, N.A., a national
banking corporation (the "Lender"), to make a renewal loan to XXXXXXX X. XXXXXX,
an individual (the "Borrower").
RECITALS
WHEREAS, Borrower obtained from Lender a revolving loan in the
principal amount of TWELVE MILLION AND NO/100 DOLLARS ($12,000,000.00) (the
"Original Loan"), which Original Loan is evidenced by that certain Revolving
Promissory Note which was executed by Borrower on June 27, 1994 (the "Note")
and which was guaranteed by Guarantor by that certain Guaranty Agreement
("Guaranty Agreement") dated June 27, 1994, to induce Lender to make the Loan
to Borrower; and
WHEREAS, Borrower wishes to obtain from Lender a renewal of the
Original Loan (the "Renewal Loan"), which Renewal Loan is evidenced by a
Renewal Revolving Promissory Note in the principal amount of TWELVE MILLION AND
NO/100 DOLLARS ($12,000,000.00), executed by Borrower, payable to the order of
Lender (the "Renewal Note"); and
WHEREAS, Lender has required as a condition to entering into the
Renewal Note that the Guarantor ratify the Guaranty Agreement.
NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants, representations, warranties and agreements contained herein, the sum
of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby
ratifies the Guaranty Agreement as being in full force and effect both prior to
and following the entry into the Renewal Note as if the Renewal Loan were
always a part of the Original Loan and absolutely and unconditionally
guarantees to Lender, its successors and assigns (whether collateral assigns or
otherwise), the prompt and full payment and performance to Lender of that
certain Renewal Note executed herewith in the original principal amount of
$12,000,000.00, together with any extensions, renewals or modifications
thereof, in connection with which either as maker, drawer, guarantor, endorser
or otherwise, whether directly, indirectly or contingently, Borrower is, either
individually or jointly or severally with any other person or persons, now or
shall become at any time in the future liable to Lender, with interest theron
at the rate or rates provided in the Renewal Note guaranteed hereby or at the
maximum rate allowed from time to time by law in Florida, whichever is less,
until payment in full has been received by Lender, together with all attorney's
fees, costs and expenses of collection whether suit be brought or not,
including costs, expenses and attorney's fees on appeal if an appeal is taken
from any suit, incurred by Lender, in connection with any matter covered by
this Ratification.
Notwithstanding anything set forth to the contrary in the Guaranty
Agreement, any controversey or claim between or among the parties hereto
including but not limited to those arising out of or relating to this
Ratification or any related agreements or instruments, including any claim
based on or arising from an alleged tort, shall be determined by binding
arbitration in accordance with the Federal Arbitration Act (or if not
applicable, the applicable state law), the Rules of Practice and Procedure for
the Arbitration of Commercial Disputes of Judicial Arbitration and Mediation
Services, Inc. (J.A.M.S.), and the "Special Rules" set forth below. In the
event of any inconsistency, the Special Rules shall control. Judgment upon any
arbitration award may be entered
2
in any court having jurisdiction. Any party to this Ratification may bring an
action, including a summary or expedited proceeding, to compel arbitration of
any controversy or claim to which this Ratification applies in any court having
jurisdiction over such action.
(a) SPECIAL RULES. The arbitration shall be conducted in Tampa,
Florida, the city of Lender's headquarters at the time of this Ratification's
execution and administered by J.A.M.S. who will appoint an arbitrator; if
J.A.M.S. is unable or legally precluded from administering the arbitration,
then the American Arbitration Association will serve. All arbitration hearings
will be commenced within 90 days of the demand for arbitration, further, the
arbitrator shall only, upon a showing of cause, be permitted to extend the
commencement of such hearing for up to an additional sixty (60) days.
(b) RESERVATIONS OF RIGHTS. Nothing in this Ratification shall be
deemed to (i) limit the applicability of any otherwise applicable statutes of
limitation or repose and any waivers contained in this Ratification; or (ii) be
a waiver by the Lender of the protection afforded to it by 12 U.S.C. Sec. 91 or
any substantially equivalent state law; or (iii) limit the right of the Lender
hereto (A) to exercise self help remedies such as (but not limited to) setoff,
or (B) to foreclose against any real or personal property collateral, or (C) to
obtain from a court provisional or ancillary remedies such as (but not limited
to) injunctive relief or the appointment of a receiver. The Lender may exercise
such self help rights, foreclose upon such property, or obtain such provisional
or ancillary remedies before, during or after the pendency of any arbitration
proceeding brought pursuant to this Ratification. Neither the exercise of self
help remedies nor the institution or maintenance of an action for foreclosure
or provisional or ancillary remedies shall constitute a waiver of the right of
any party, including the claimant in any such action, to arbitrate the merits
of the controversy or claim occasioning resort to such remedies.
IN WITNESS WHEREOF, the Guarantor has executed this Agreement as of the
date set forth below.
Signed, sealed and delivered
in the presence of:
FRUIT OF THE LOOM, INC., A
Delaware corporation
Xxxxxx X. Xxxxxx By: Xxxx X. Xxxxxx
---------------------------- -----------------------
Xxxxx Privit Name: Xxxx X. Xxxxxx
---------------------------- ---------------------
Title: Vice President
--------------------
[CORPORATE SEAL]
STATE OF ILLINOIS )
) SS:
COUNTY OF XXXX )
The foregoing instrument was acknowledged before me this ________ day
of September, 1995 by Xxxx X. Xxxxxx as Vice President of FRUIT OF THE LOOM,
INC., a Delaware corporation, on behalf of the corporation. He/she/they
personally appeared before me, is/are personally known to me or produced
drivers license as identification, and [did] [did not] take an oath.
Notary: Xxxxx Xxxxxxx
--------------------------
[NOTARIAL SEAL] Print Name: Xxxxx Xxxxxxx
----------------------
Notary Public, State of Illinois
----------
My commission expires: 2-19-99
-----------
"OFFICIAL SEAL"
XXXXX XXXXXXX
NOTARY PUBLIC, STATE OF ILLINOIS
MY COMMISSION EXPIRES 2/19/99
-2-
