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EXHIBIT 4.L
AMENDMENT NO. 2
TO
POST-PETITION LOAN AND SECURITY AGREEMENT
This AMENDMENT NO. 2 TO POST-PETITION LOAN AND SECURITY AGREEMENT (this
"Amendment") is dated February 4, 2000, is by and among BANK OF AMERICA, N.A.
("Agent"), FRUIT OF THE LOOM, INC. ("Borrower"), and FRUIT OF THE LOOM, LTD. and
certain domestic Subsidiaries of Borrower ("Guarantors").
WHEREAS, the parties hereto are parties to a Post-Petition Loan and
Security Agreement dated as of December 29, 1999 (as from time to time amended,
the "Loan Agreement"); and
WHEREAS, the parties hereto desire to amend the Loan Agreement as herein
set forth:
NOW, THEREFORE, for and in consideration of the mutual covenants set forth
herein and in the Loan Agreement, the parties hereto agree as follows:
1. Amendments.
(a) Clause (v) of the definition of "Eligible Accounts" is amended to
read in its entirety as follows:
(v) if the Account Debtor is located in any state requiring the filing
of a Notice of Business Activities Report or similar report in order
to permit the Borrower or the applicable Guarantor to seek judicial
enforcement in such State of payment of such Account, the Borrower or
the applicable Guarantor has qualified to do business in such state or
has filed a Notice of Business Activities Report or equivalent report
for the then current year.
(b) Clauses (e) and (j) of the definition of "Permitted Liens" are
amended to read in their entirety as follows:
(e) Liens on inventory owned by Foreign Subsidiaries and not
located in the United States or Canada;
(j) Negative pledges by Foreign Subsidiaries with respect to the
assets of Foreign Subsidiaries located outside of the United States or
Canada;
(c) In clause (iv) of the definition of "Termination Date," the
reference to "Plan of Reorganization" is changed to "Reorganization Plan"
and the reference to "Reorganization Cases" is changed to "Bankruptcy
Cases."
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(d) The last clause of the penultimate sentence of clause 2.2(m), is
amended to read as follows:
"without need for the delivery of a Notice of Borrowing."
(e) The last sentence of Section 2.3(a) is amended to read as
follows:
"The Term Loan shall initially be a Base Rate Term Loan."
(f) In Section 4.8, the last three priorities of payments shall be
amended to read as follows:
"sixth, to pay interest due in respect of the Term Loan; seventh,
to pay or prepay principal of the Term Loan; and eighth, to the
payment of any other Obligation, including any amounts relating
to Bank Products due to the Agent or any Lender by the Borrower."
(g) In Section 6.6, the reference to "Borrowers business" is changed
to "Borrower's business."
(h) In the first sentence of Section 6.12, the reference to "The
Borrower and the Guarantors" is changed to "Each of the Borrower and the
Guarantors."
(i) The last clause of Section 11.1(o), following the phrase "any
such pari passu or senior Superpriority Claim," is amended to read as
follows:
"or the Adequate Protection Order, the Interim Order or the Final
Order shall be stayed, modified, reversed or vacated without the
written consent of Agent;"
(j) The word "or" is inserted between clauses (ii) and (iii) of
Section 11.1(p).
2. Conditions to Effectiveness. This Amendment shall be effective upon
satisfaction of the following conditions precedent:
(a) Execution and delivery of this Amendment by Majority Lenders,
Borrower and Guarantors; and
(b) Approval by the official committee of unsecured creditors
appointed in the Bankruptcy Cases.
3. Reference to and Effect Upon the Loan Agreement.
(a) Except as specifically amended above, the Loan Agreement and the
other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed.
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(b) Upon the effectiveness of this Amendment, each reference in the
Loan Agreement to "this Agreement", "hereunder", "hereof", "herein" or
words of similar import shall mean and be a reference to the Loan Agreement
as amended hereby.
4. Defined Terms. Except as otherwise defined herein, all defined terms
herein shall have the meanings ascribed thereto in the Loan Agreement.
5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS PROVISIONS)
OF THE STATE OF ILLINOIS.
6. Headings. Section headings in this amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purposes.
7. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original, but
all such counterparts shall constitute one and the same instrument.
(signature page follows)
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the date
first written above.
BANK OF AMERICA, N.A.,
as Agent and Lender
By:
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Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
BORROWER
in its capacity as
debtor-in-possession:
FRUIT OF THE LOOM, INC.,
a Delaware corporation
By:
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Name: Xxxxx X. Xxxxxxx
Title: Vice-President and Treasurer
GUARANTORS
each in its capacity as
debtor-in-possession:
XXXXXX XXXXX, INC.,
a Louisiana corporation
PRO PLAYER, INC.,
a New York corporation
XXXXX APPAREL, INC.,
a Georgia corporation
SALEM SPORTSWEAR CORPORATION,
a Delaware 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
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
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
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GITANO FASHIONS LIMITED,
a Delaware corporation
GREENVILLE MANUFACTURING, INC.,
a Mississippi corporation
JET SEW TECHNOLOGIES, INC.,
a New York corporation
NWI LAND MANAGEMENT, INC.,
a Delaware corporation
ARTEX MANUFACTURING COMPANY, INC.,
a Delaware corporation
FTL INVESTMENTS, INC.,
a Delaware corporation
LEESBURG KNITTING XXXXX, INC.,
an Alabama corporation
DEKALB KNITTING CORP.,
an Alabama corporation
XXXXXXX WAREHOUSE CORP.,
a Mississippi corporation
FTL SYSTEMS, INC.,
a Tennessee corporation
By:
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Name: Xxxxx X. Xxxxxxx
Title: Vice President and a Financial Officer
of each of the foregoing entities
identified as a Guarantor
FRUIT OF THE LOOM, LTD.,
a Cayman Islands corporation
By:
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Name:
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Title:
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