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EXHIBIT 4(f)
FIRST AMENDMENT TO THE SECURITY AGREEMENT
THIS FIRST AMENDMENT TO THE SECURITY AGREEMENT (this "Amendment") is
entered into as of July 20, 1999 among FRUIT OF THE LOOM, INC., a Delaware
corporation (the "Borrower"), Fruit of the Loom, Ltd., a Cayman Islands company
(the "Parent") and certain Subsidiaries of the Borrower as set forth on the
signature pages hereto (together with the Borrower and the Parent, individually
an "Obligor," and collectively the "Obligors") and BANK OF AMERICA, N.A., a
national banking association (f/k/a NationsBank, N.A.) in its capacity as
collateral agent (in such capacity, the "Collateral Agent") for the Secured
Parties (as defined in the Security Agreement). Capitalized terms used herein
and not otherwise defined shall have the meanings ascribed thereto in the Fruit
of the Loom Agreement (as defined in the Security Agreement).
R E C I T A L S
WHEREAS, in order to secure the repayment and performance of the
obligations of the Obligors to the various creditors identified as Secured
Parties therein, the Obligors and the Collateral Agent, on behalf of such
Secured Parties, entered into that certain Security Agreement, dated as of March
10, 1999; provided that the effectiveness of the Security Agreement was limited
as set forth therein (as amended or otherwise modified from time to time, the
"Security Agreement"); and
WHEREAS, the Obligors and the Collateral Agent have together agreed to
amend certain terms of the Security Agreement including making the Security
Agreement effective:
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
A G R E E M E N T
1. Effectiveness of Security Agreement. It is acknowledged and agreed
by all parties hereto that the Security Agreement is in full force and effect on
and as of the date of this Amendment.
2. Definitions.
(a) New Definition. The following definition is added to Section 1
of the Security Agreement in the appropriate alphabetical order to read
as follows:
"Lease Guarantee" means that certain Lease Guarantee, dated as
of September 30, 1994 (as amended), by Fruit of the Loom and certain
of its Subsidiaries in favor of The Chase Manhattan Bank (as
successor to Chemical Bank), not in its individual capacity except
as expressly stated therein, but solely as Owner Trustee, as Lessor
under the CSFB Advantage Lease Financing (together with Credit
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Suisse First Boston as Agent under the CSFB Advantage Lease
Financing, the "Lease Secured Parties").
(b) Pledge Agreement. The definition of "Pledge Agreement" set forth
in Section 1 of the Security Agreement is amended and restated in its
entirety to read as follows:
"Pledge Agreement" means that certain Second Amended and
Restated Pledge Agreement, dated as of March 10, 1999, among the
Obligors as Pledgors, the Collateral Agent and the Secured Parties,
as the same may from time to time be amended, restated or otherwise
modified.
(c) Secured Obligations. Clause (i) of the definition of "Secured
Obligations" set forth in Section 1 of the Security Agreement is
amended and restated in its entirety to read as follows:
(i) all of the obligations, now existing or hereafter arising
pursuant to the Senior Credit Documents, owing from any Obligor to
any Secured Party or the Collateral Agent, including, without
limitation, all guaranty obligations arising out of Section 4 of the
Fruit of the Loom Agreement, all obligations under the Xxxxxx
Guaranty, all obligations under the Senior Note Indentures, all
obligations under the Lease Guarantee and all obligations arising
under any Hedging Agreement; and
(d) Secured Parties. The definition of "Secured Parties" set forth
in Section 1 of the Security Agreement is amended and restated in its
entirety to read as follows:
"Secured Parties" means, collectively, the Noteholders, the
Fruit of the Loom Lenders, the Xxxxxx Lenders, the Lease Secured
Parties and any Affiliate of a Fruit of the Loom Lender or a Xxxxxx
Lender which has entered into a Hedging Agreement with an Obligor
and "Secured Party" means any one of them.
(e) Security Agreement Effective Date. The definition of "Security
Agreement Effective Date" set forth in Section 1 of the Security
Agreement is deleted in its entirety.
(f) Senior Credit Documents. The definition of "Senior Credit
Documents" set forth in Section 1 of the Security Agreement is amended
and restated in its entirety to read as follows:
"Senior Credit Documents" means, collectively, the Bank Credit
Documents, the Senior Note Indentures, the Lease Guarantee and the
Hedging Agreements.
3. Grant of Security Interest in Collateral. The first sentence of
Section 2 of the Security Agreement is amended to delete the words "subject to
Section 27 and 28 hereof," and to insert the words "subject to Section 28
hereof," in substitution therefor.
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4. Representations and Warranties. The first sentence of Section 4 of
the Security Agreement is amended to delete the words "on and after the Security
Agreement Effective Date and" therein.
5. Covenants. The first sentence of Section 5 of the Security Agreement
is amended to delete the words "on and after the Security Agreement Effective
Date and" therein.
6. Notices. The copy address for the Collateral Agent as set forth in
Section 15 of the Security Agreement is amended and restated in its entirety to
read as follows:
with a copy to: Bank of America, N.A.
Bank of America Corporate Center
000 Xxxxx Xxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Xxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
7. Effective Date. Section 27 of the Security Agreement is deleted in
its entirety.
8. Delivery of Collateral and Schedules. Each Obligor shall, within 30
days of the date of this Amendment, deliver to the Collateral Agent all
completed schedules to the Security Agreement and all such Collateral required
by the terms of the Security Agreement to be delivered to the Collateral Agent
and shall execute and deliver such documents and instruments as requested by the
Collateral Agent in connection with the perfection of the Liens on the
Collateral.
9. Condition Precedent. The effectiveness of this Amendment is subject
to receipt by the Collateral Agent of copies of this Amendment duly executed by
the Obligors and by the Collateral Agent.
10. Ratification of Security Agreement. The term "Security Agreement"
as used in each of the Senior Credit Documents shall hereafter mean the Security
Agreement as amended by this Amendment. Except as herein specifically agreed,
the Security Agreement is hereby ratified and confirmed and shall remain in full
force and effect according to its terms.
11. Authority/Enforceability. Each of the Obligors and the Collateral
Agent represents and warrants as follows:
(a) It has taken all necessary action to authorize the execution,
delivery and performance of this Amendment.
(b) This Amendment has been duly executed and delivered by such
Person and constitutes such Person's legal, valid and binding
obligations, enforceable in accordance with its terms, except as such
enforceability may be subject to (i) bankruptcy, insolvency,
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reorganization, fraudulent conveyance or transfer, moratorium or
similar laws affecting creditors' rights generally and (ii) general
principles of equity (regardless of whether such enforceability is
considered in a proceeding at law or in equity).
(c) No consent, approval, authorization or order of, or filing,
registration or qualification with, any court or governmental authority
or third party is required in connection with the execution, delivery
or performance by such Person of this Amendment.
12. No Default/Release. The Obligors represent and warrant to the
Collateral Agent that (a) the representations and warranties of the Obligors set
forth in Section 4 of the Security Agreement are true and correct as of the date
hereof, (b) no event has occurred and is continuing which constitutes a Default
or an Event of Default except as is being cured by the execution and delivery of
this Amendment and (c) they have no claims, counterclaims, offsets, credits or
defenses to their obligations under the Senior Credit Documents or to the extent
they have any they are hereby released in consideration of the Collateral Agent
entering into this Amendment.
13. Counterparts/Telecopy. This Amendment may be executed in any number
of counterparts, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument.
Delivery of executed counterparts by telecopy shall be effective as an original
and shall constitute a representation that an original will be delivered.
14. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
BORROWER:
FRUIT OF THE LOOM, INC.,
a Delaware corporation
By:
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Name: G. Xxxxxxx Xxxxxx
Title: Senior Vice President-Finance, Assistant
Secretary and Acting Chief Financial
Officer
GUARANTORS:
FRUIT OF THE LOOM, LTD.,
a Cayman Islands company
By:
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Name: G. Xxxxxxx Xxxxxx
Title: Senior Vice President-Finance, Assistant
Secretary and Acting Chief Financial
Officer
UNION UNDERWEAR COMPANY, INC.,
a New York corporation
ALICEVILLE COTTON MILL, INC.,
an Alabama corporation
THE B.V.D. LICENSING CORPORATION,
a Delaware corporation
FAYETTE COTTON MILL, INC.,
an Alabama corporation
FOL CARIBBEAN CORPORATION,
a Delaware corporation
FRUIT OF THE LOOM ARKANSAS, INC.,
an Arkansas corporation
FRUIT OF THE LOOM CARIBBEAN, INC.,
a Delaware corporation
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FRUIT OF THE LOOM, INC.,
a New York corporation
FRUIT OF THE LOOM TEXAS, INC.,
a Texas corporation
FTL SALES COMPANY, INC.,
a New York corporation
GITANO FASHIONS LIMITED,
a Delaware corporation
GREENVILLE MANUFACTURING, INC.,
a Mississippi corporation
JET SEW TECHNOLOGIES, INC.,
a New York corporation
XXXXXX XXXXX, INC.,
a Louisiana corporation
PRO PLAYER, INC.,
a New York corporation
XXXXX APPAREL, INC.,
a Georgia corporation
XXXXXXX HOSIERY XXXXX, INC.,
a North Carolina corporation
SALEM SPORTSWEAR CORPORATION,
a Delaware corporation
XXXXXXX WAREHOUSE CORPORATION,
a Mississippi corporation
UNION SALES, INC.,
a Delaware corporation
UNION YARN XXXXX, INC.,
an Alabama corporation
XXXXXXXX MANUFACTURING, INC.,
a South Carolina corporation
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XXXXXXXX XXXXXX MILL, INC.,
an Alabama corporation
FTL REGIONAL SALES COMPANY, INC.,
a Delaware corporation
LEESBURG YARN XXXXX, INC.,
an Alabama corporation
SALEM SPORTSWEAR, INC.,
a New Hampshire corporation
FRUIT OF THE LOOM TRADING COMPANY,
a Delaware corporation
DEKALB KNITTING CORPORATION,
an Alabama corporation
By:
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Name: G. Xxxxxxx Xxxxxx
Title: Senior Vice President-Finance, Assistant
Secretary and Chief Financial Officer
of each of the foregoing entities
identified as a Guarantor
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BANK OF AMERICA, N.A.,
in its capacity as Collateral Agent
By:
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Name: Xxxxx Xxxxxx
Title: Senior Vice President
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