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EXHIBIT 4(g)
SIXTH AMENDMENT TO THE CREDIT AGREEMENT
AND LIMITED WAIVER
THIS SIXTH AMENDMENT TO THE CREDIT AGREEMENT AND LIMITED WAIVER (this
"Amendment") is entered into as of October 13, 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
Guarantors, the Lenders party hereto and BANK OF AMERICA, N.A. (formerly
NationsBank, N.A.), as Administrative Agent for the Lenders (the "Administrative
Agent"). Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed thereto in the Credit Agreement (as defined below).
R E C I T A L S
WHEREAS, the Borrower, certain Guarantors, the Lenders and the
Administrative Agent entered into that certain Credit Agreement, dated as of
September 19, 1997 (as amended by that certain First Amendment to the Credit
Agreement dated as of March 26, 1998, that certain Second Amendment to the
Credit Agreement dated as of July 2, 1998, that certain Third Amendment to the
Credit Agreement dated as of December 31, 1998, that certain Fourth Amendment to
the Credit Agreement dated as of March 10, 1999, that certain Fifth Amendment to
the Credit Agreement dated as of July 20, 1999 and as otherwise amended or
modified from time to time, and to which the Parent and certain Subsidiaries of
the Parent have been joined as Guarantors and Credit Parties, the "Credit
Agreement");
WHEREAS, Events of Default will exist under the Credit Agreement as a
result of the failure of the Credit Parties to be able to comply with the terms
of Section 7.2 of the Credit Agreement for the fiscal quarters ending September
30, 1999 and December 31, 1999 (the "Financial Covenant Defaults");
WHEREAS, the Borrower has requested that the Required Lenders provide a
limited waiver of the Financial Covenant Defaults and continue to make available
to the Borrower the Extensions of Credit provided under the Credit Agreement;
and
WHEREAS, the Required Lenders are willing to provide a limited waiver
of the Financial Covenant Defaults and to continue to make available the
Extensions of Credit to the Borrower, based upon and subject to the terms and
conditions specified in this Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
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A G R E E M E N T
SECTION 1
REAFFIRMATION/LIMITED WAIVER
1.1 Reaffirmation of Existing Debt and Liens. The Credit Parties
acknowledge and confirm that (a) the Collateral Agent, on behalf of the Lenders
and the other Secured Parties (as defined in the Collateral Documents), has
valid and enforceable first priority perfected security interests in the
Collateral, which security interests are not adversely affected or impaired by
this Amendment, (b) the Borrower's obligation to repay the outstanding principal
amount of the Loans and reimburse the Issuing Lender for any drawing on a Letter
of Credit is unconditional and not subject to any offsets, defenses or
counterclaims, (c) the unconditional Guaranty of Payment set forth in Section 4
of the Credit Agreement and all other obligations of the Guarantors under the
Credit Documents are hereby reaffirmed in full by each Guarantor, (d) the Agents
and the Lenders have performed fully all of their respective obligations under
the Credit Agreement and the other Credit Documents, and (e) by entering into
this Amendment, the Lenders party hereto do not waive (except for the limited
waiver of the Financial Covenant Defaults specified below) or release any term
or condition of the Credit Agreement or any of the other Credit Documents or any
of their rights or remedies under such Credit Documents or applicable law or any
of the obligations of any Credit Party thereunder.
1.2 Limited Waiver.
The Borrower acknowledges the Financial Covenant Defaults that will
result from the failure of the Credit Parties to be able to comply with the
financial covenants contained in Section 7.2 of the Credit Agreement for the
fiscal quarters ending September 30, 1999 and December 31, 1999. The Required
Lenders hereby waive the Financial Covenant Defaults for the period from
September 30, 1999 through January 31, 2000 (the "Waiver Period"), subject to
the terms and conditions set forth herein. This limited waiver shall not modify
or affect (a) the Credit Parties' obligation to comply with the terms of Section
7.2 of the Credit Agreement on and at all times after January 31, 2000,
including without limitation the application of the financial covenants in
Section 7.2 as measured as of September 30, 1999, December 31, 1999 and
thereafter and (b) the Credit Parties' obligation to comply fully with any other
duty, term, condition, obligation or covenant contained in the Credit Agreement
and the other Credit Documents.
Except for the limited waiver set forth above, nothing contained herein
shall be deemed to constitute a waiver of any rights or remedies the
Administrative Agent or any Lender may have under the Credit Agreement or any
other Credit Document or under applicable law; it being understood that the
Administrative Agent and the Lenders may not exercise their rights and remedies
with respect to the Financial Covenants Defaults during the Waiver Period as
long as no other Default or Event of Default occurs or exists. The limited
waiver set forth herein shall be effective only in this specific instance for
the duration of the Waiver Period and shall not obligate the Lenders to waive
any other Default or Event of Default, now existing or hereafter arising. This
is a one-time waiver, and the Administrative Agent and the Lenders shall have no
obligation to extend the waiver or otherwise amend the Credit Agreement at the
end of the Waiver Period.
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The Credit Parties acknowledge and agree that unless the Required
Lenders further amend the Credit Agreement or otherwise agree in writing to
continue this waiver beyond January 31, 2000, an Event of Default will exist
under the Credit Agreement at the expiration of the Waiver Period, and
thereafter the Administrative Agent and the Lenders may pursue all rights and
remedies available to them under the Credit Agreement, the other Credit
Documents and applicable law.
SECTION 2
AMENDMENTS TO CREDIT AGREEMENT
2.1 Definitions.
(a) Inactive Domestic Subsidiary. A new definition of
"Inactive Domestic Subsidiary" is added to Section 1.1 of the Credit
Agreement, in the appropriate alphabetical order, to read as follows:
"Inactive Domestic Subsidiary" means any Domestic
Subsidiary that is inactive, has no on-going business and
holds no assets.
(b) Guarantor. The definition of "Guarantor" set forth in
Section 1.1 of the Credit Agreement is amended and restated in its
entirety to read as follows:
"Guarantor" means each of the Parent and the Domestic
Subsidiaries of the Parent (other than a Receivables
Subsidiary and Inactive Domestic Subsidiaries) and each
Additional Credit Party which has executed a Joinder Agreement
or otherwise becomes a Guarantor hereunder, together with
their successors and assigns.
(c) Material Subsidiary. Clause (i) of the definition of
"Material Subsidiary" is amended and restated in its entirety to read
as follows:
(i) on and as of such date of determination owns or
accounts for (or to which may be attributed) at least $500,000
in sales, earnings or assets or
(d) Permitted Investments. Clause (o) of the definition of
"Permitted Investments" set forth in Section 1.1 of the Credit
Agreement is amended and restated in its entirety and a new clause (p)
is added to said definition, each to read as follows:
(o) Investments made pursuant to clause (o) of this
definition of "Permitted Investments" as it existed prior to
the Sixth Amendment to this Credit Agreement and (p)
subsequent to September 30, 1999, the Investments identified
on Schedule 1.1(b).
2.2 Subsidiaries. The first sentence of Section 6.15 of the Credit
Agreement is amended and restated in its entirety to read as follows:
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Set forth on Schedule 6.15 is a complete and accurate list of
all Subsidiaries of each Credit Party and identifies which of such
Subsidiaries are Material Domestic Subsidiaries and Material First Tier
Foreign Subsidiaries.
2.3 Information Covenants.
(a) Section 7.1(i) of the Credit Agreement is amended to
insert the words "or the Required Lenders" after the words "an Agent"
set forth therein.
(b) A new paragraph (k) is added to Section 7.1 of the Credit
Agreement to read as follows:
(k) Monthly and Weekly Financial Information.
The Borrower shall:
(i) furnish, or cause to be furnished, to
the Administrative Agent and each of the Lenders:
(A) a consolidated balance sheet and
income statement of the Parent and its
Subsidiaries as of the end of each month,
together with related consolidated
statements of cash flows, (1) with respect
to the month ended September 30, 1999, on or
before November 4, 1999, (2) with respect to
the month ending October 31, 1999, on or
before November 15, 1999, (3) with respect
to the month ending November 30, 1999, on or
before December 15, 1999 and (4) with
respect to the month ending December 31,
1999, a forecast of such financial
information for such month on or before
January 14, 2000; and
(B) by 5:00 p.m. on Wednesday of
each week, (1) an actual cash flow statement
for the prior week and (2) cash flow
projections for the next succeeding 13
weeks.
All such financial information described in this
clause (k)(i) shall be in form and detail reasonably
acceptable to the Administrative Agent and shall be
accompanied by a certificate of a Financial Officer
of the Borrower to the effect that such monthly
financial statements and weekly cash flow projections
fairly present in all material respects the financial
condition of the Parent and its Subsidiaries and have
been prepared in accordance with GAAP, subject to
changes resulting from audit and normal year-end
audit adjustment.
(ii) hold a monthly meeting, in person or by
teleconference, of the chief financial and operations
officers of the Borrower, with the Administrative
Agent and the Lenders.
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(c) a new paragraph (l) is added to Section 7.1 of the Credit
Agreement to read as follows:
(l) Inventory Audit. Immediately upon receipt
thereof, but in any event no later than October 15, 1999, the
comprehensive audit of the consolidated inventory of the
Credit Parties and their Subsidiaries prepared by the Borrower
as of August 28, 1999.
(d) a new paragraph (m) is added to Section 7.1 of the Credit
Agreement to read as follows:
(m) FY 2000 Business Plan. Immediately upon
completion thereof by the Borrower and its financial
consultants, and in any event no later than November 15, 1999,
the comprehensive business plan for the Parent and its
Subsidiaries for the fiscal year beginning January 1, 2000, in
form and substance reasonably acceptable to the Lenders.
2.4 Additional Credit Parties. The first sentence of Section 7.12
of the Credit Agreement is amended to delete the words "Material Domestic
Subsidiary" therein and to insert the words "Domestic Subsidiary" in
substitution therefor.
2.5 Real Estate Collateral. Section 7.14(b)(i) of the Credit
Agreement is amended to delete the words "Section 8.5(j)" set forth therein and
to insert the words "Section 8.5(i)" in substitution therefor.
2.6 Indebtedness. Section 8.1(h) of the Credit Agreement is
amended and restated in its entirety to read as follows:
(h) Receivables Facility Attributed Indebtedness not to exceed
$240 million, in the aggregate, at any one time outstanding.
2.7 Sale of Assets. Section 8.5 of the Credit Agreement is amended
to delete clauses (i) and (j) therein in their entirety and to insert a new
clause (i) in substitution therefor, to read as follows:
(i) the transfer of those assets identified on Schedule 7.14,
plus, subsequent to September 30, 1999, other transfers of assets not
to exceed, in the aggregate, $2,000,000 but only if, with respect to
any transfer permitted by this clause (i), (i) such transfer is for
fair market value, (ii) at the time of such transfer no Default or
Event of Default exists and is continuing (other than the Financial
Covenant Defaults) and (iii) as a result of such transfer no Material
Adverse Effect would occur or be reasonably likely to occur, it being
agreed that the transfer of the assets set forth on Schedule 7.14 will
not cause a Material Adverse Effect.
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2.8 Limitation on Non Credit Party Operations. Section 8.14 of the
Credit Agreement is amended to delete the words ", together with the Domestic
Subsidiaries that are not Guarantors," set forth therein in their entirety.
2.9 Voluntary Prepayments of Other Indebtedness. A new Section
8.15 is added to the Credit Agreement to read as follows:
8.15 VOLUNTARY PREPAYMENTS OF OTHER INDEBTEDNESS.
No Credit Party will, nor will it permit its Subsidiaries to,
directly or indirectly, make any voluntary prepayment or defeasance of
any Funded Debt other than the Credit Party Obligations.
2.10 Payments to Insiders. A new Section 8.16 is added to the
Credit Agreement to read as follows:
8.16 PAYMENTS TO INSIDERS.
No Credit Party shall, nor shall it permit its Subsidiaries
to, make any payments or otherwise transfer any assets of such Credit
Party or Subsidiary of a Credit Party to any officer, director,
employee or shareholder of the Borrower other than (a) salary and other
usual compensation in the ordinary course of business, (b) scheduled
dividends on the existing preferred stock of the Borrower and (c) usual
and customary director's fees and meeting expenses in the ordinary
course of business.
2.11 Cash Accounts. A new Section 8.17 is added to the Credit
Agreement to read as follows:
8.17 CASH ACCOUNTS.
Except for the accounts set forth on Schedule 8.17 which shall
be swept daily to an account with a Lender and which shall be moved to
an account with a Lender on or before December 31, 1999, no Credit
Party will, nor will it permit its Domestic Subsidiaries to, hold or
maintain any cash or Cash Equivalents with any bank or other financial
institution, or with any other Person, other than one or more of the
Lenders.
2.12 Events of Default. Section 9.1(c)(i) of the Credit Agreement
is amended to delete the reference to "8.13" set forth therein and to insert
"8.17" in substitution therefor.
2.13 New Schedules. A new Schedule 1.1(b), a new Schedule 8.17, and
an amended and restated Schedule 6.15 are added to the Credit Agreement in the
form attached hereto.
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SECTION 3
CONDITIONS PRECEDENT
3.1 Conditions Precedent. This Amendment shall not be effective
until the following conditions have been satisfied or waived by the Required
Lenders:
(a) Receipt by the Administrative Agent of copies of this
Amendment duly executed by the Credit Parties and the Required Lenders.
(b) Receipt by the Administrative Agent or the Collateral
Agent, as applicable, of (i) Joinder Agreements from each Domestic
Subsidiary (other than Inactive Domestic Subsidiaries), if any, that is
not currently a Guarantor, (ii) the pledge of 65% of the stock of any
Material First Tier Foreign Subsidiary (as defined subsequent to the
execution and delivery of this Amendment) not currently pledged to the
Administrative Agent (together, as applicable, with stock certificates
and undated stock powers executed in blank with respect thereto) all as
reasonably deliverable by the Borrower and reasonably required by the
Collateral Agent and (iii) such other documents, instruments,
certificates, resolutions and opinions as requested by the
Administrative Agent in connection therewith to the extent such can be
reasonably delivered on or before the date hereof.
(c) Receipt by the Agents of a certificate of the corporate
secretary of each of the Credit Parties certifying as to resolutions or
authorization of each Credit Party approving and adopting this
Amendment and the transactions contemplated herein, including any new
Joinder Agreements and/or pledge of Collateral, and authorizing
execution and delivery hereof and thereof.
(d) Receipt by the Agents of an opinion or opinions from
counsel to the Credit Parties relating to this Amendment and the
transactions contemplated herein, including any new Joinder Agreements
and/or pledge of Collateral, in each case in form and substance
satisfactory to the Agents, addressed to the Agents on behalf of the
Lenders and dated as of the date hereof.
(e) The payment by the Borrower of (i) an amendment fee to
each Lender who duly executes and delivers this Amendment of
one-quarter of one percent (.25% ) of its current total Commitment,
(ii) the fees set forth in that certain Fee Letter, dated as of October
13, 1999 between the Borrower and the Administrative Agent, (iii) all
reasonable documented legal costs and expenses incurred by the
Administrative Agent on or before September 30, 1999 in connection with
the Credit Documents and the transactions with respect thereto and (iv)
the reasonable documented out-of-pocket expenses of the Administrative
Agent in connection with the negotiation, preparation, execution and
delivery of this Amendment and the other transactions contemplated
herein, including, without limitation, reasonable documented legal fees
and expenses.
(f) Receipt by the Administrative Agent of evidence that:
(i) any default by any of the Credit Parties or their
Subsidiaries under that certain accounts receivable
securitization program (the "Receivables Securitization")
evidenced by that certain Receivables Purchase Agreement,
dated
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as of December 18, 1996 (as amended), among FTL Receivables
Company as Seller, Union Underwear Company, Inc. as initial
Servicer, Xxxxxx Capital Corporation as Purchaser and Societe
Generale as Agent, due to a decline in the Borrower's
long-term unsecured senior debt rating has been
unconditionally waived by the Purchaser and the Agent
thereunder through at least October 31, 1999.
(ii) any default by any of the Credit Parties or
their Subsidiaries under the CSFB Advantage Lease Financing
due to a decline in the Borrower's long-term unsecured senior
debt rating has been unconditionally waived by the Synthetic
Lease Creditors through at least January 31, 2000.
Notwithstanding the above, the Credit Parties acknowledge and
agree that if either of the waivers described above shall
terminate prior to the dates specified above, this Amendment,
and the limited waiver provided to the Credit Parties
hereunder, shall terminate contemporaneously therewith.
(g) Confirmation that counsel for the Administrative Agent has
engaged Price Waterhouse Coopers LLP (the "Consultant") on behalf of
the Lenders to (i) evaluate and verify the financial information
prepared by the Credit Parties' financial accountants, auditors and
advisors, (ii) investigate, evaluate and advise the Lenders concerning
a wide range of financial and operational issues relating to the cash
flow projections and business plan of the Credit Parties and their
Subsidiaries and (iii) meet periodically with and report to the Lenders
its findings and recommendations. The exact scope of the Consultant's
services shall be agreed upon by the Consultant and the Administrative
Agent on behalf of the Lenders and set forth in writing to the
Borrower. The Borrower shall pay all reasonable documented costs
associated with the retention of the Consultant. No Credit Party will,
nor will it permit any of its Subsidiaries to, deny or limit, or allow
to be denied or limited, the Consultant's access to all documentation,
places of business, officers and other employees, and other information
which would facilitate the ability of the Consultant to perform its
functions within the scope and for the term of its engagement. The
Administrative Agent shall notify the Consultant of the confidentiality
provisions set forth in Section 11.16 of the Credit Agreement and the
Consultant shall agree to keep all information obtained in the course
of its engagement confidential in a similar manner.
SECTION 4
MISCELLANEOUS
4.1 Xxxxxxx Xxxxxx Compensation, Dividends and Fees. The Credit
Parties represent and warrant to the Lenders, that for the period from October
1, 1999 through January 31, 2000, the only compensation, fees and dividends that
are considered ordinary course of business with respect to Xxxxxxx Xxxxxx are
set forth on Schedule A attached hereto. The Credit Parties acknowledge and
agree that if, without the prior written consent of the Required Lenders, any
amounts are paid to Xxxxxxx Xxxxxx between October 1, 1999 and January 31, 2000,
other than as set forth on Schedule A, an Event of Default will immediately
exist, and the Lenders shall have all rights and remedies with respect thereto.
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4.2 Operational Covenant. The Borrower agrees to use its best
efforts to formulate and institute, on or before November 15, 1999, a covenant
with respect to the business operations of the Credit Parties, including,
without limitation, manufacturing variances, in form and substance acceptable to
the Required Lenders.
4.3 Ratification of Credit Agreement. The term "Credit Agreement"
as used in each of the Credit Documents shall hereafter mean the Credit
Agreement as amended by this Amendment. Except as herein specifically agreed,
the Credit Agreement is hereby ratified and confirmed and shall remain in full
force and effect according to its terms.
4.4 Authority/Enforceability. Each of the Credit Parties, the
Administrative Agent and the Lenders party hereto 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,
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.
4.5 No Default. The Credit Parties represent and warrant to the
Lenders that (a) the representations and warranties of the Credit Parties set
forth in Section 6 of the Credit Agreement are true and correct as of the date
hereof and (b) no event has occurred and is continuing which constitutes a
Default or an Event of Default except the Financial Covenant Defaults that are
subject to the limited waiver set forth herein.
4.6 General Release. In consideration of the Required Lenders
entering into this Amendment, the Credit Parties hereby release the
Administrative Agent, the Lenders, and the Administrative Agent's and the
Lenders' respective officers, employees, representatives, agents, counsel and
directors from any and all actions, causes of action, claims, demands, damages
and liabilities of whatever kind or nature, in law or in equity, now known or
unknown, suspected or unsuspected to the extent that any of the foregoing arises
from any action or failure to act on or prior to the date hereof.
4.7 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.
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4.8 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.
[remainder of page intentionally left blank]
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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: Xxxxx X. Xxxxxxx
Title: Vice President and Treasurer
GUARANTORS:
FRUIT OF THE LOOM, LTD.,
a Cayman Islands company
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
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
WHITMIRE MANUFACTURING, INC.,
a South Carolina corporation
XXXXXXXX XXXXXX MILL, INC.,
an Alabama corporation
FTL REGIONAL SALES COMPANY, INC.,
a Delaware corporation
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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
LEESBURG KNITTING XXXXX, INC.,
an Alabama corporation
NWI LAND MANAGEMENT CORP.
a Delaware corporation
FTL INVESTMENTS, INC.,
a Delaware corporation
FTL SYSTEMS, INC.,
a Tennessee corporation
By:
----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President and a Financial
Officer of each of the
foregoing entities identified
as a Guarantor
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LENDERS:
BANK OF AMERICA, N.A.
(FORMERLY NATIONSBANK, N.A)
individually in its capacity as a
Lender and in its capacity as
Administrative Agent and Collateral
Agent
By:
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Name: Xxxxx Xxxxxx
Title: Senior Vice President
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SIGNATURE PAGE TO SIXTH AMENDMENT TO
FRUIT OF THE LOOM CREDIT AGREEMENT
BANKERS TRUST COMPANY
By:
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Name:
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Title:
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SIGNATURE PAGE TO SIXTH AMENDMENT TO
FRUIT OF THE LOOM CREDIT AGREEMENT
THE BANK OF NEW YORK
By:
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Name:
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Title:
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SIGNATURE PAGE TO SIXTH AMENDMENT TO
FRUIT OF THE LOOM CREDIT AGREEMENT
THE BANK OF NOVA SCOTIA
By:
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Name:
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Title:
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SIGNATURE PAGE TO SIXTH AMENDMENT TO
FRUIT OF THE LOOM CREDIT AGREEMENT
THE CHASE MANHATTAN BANK
By:
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Name:
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Title:
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SIGNATURE PAGE TO SIXTH AMENDMENT TO
FRUIT OF THE LOOM CREDIT AGREEMENT
ABN AMRO BANK N.V.
By:
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Name:
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Title:
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By:
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Name:
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Title:
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SIGNATURE PAGE TO SIXTH AMENDMENT TO
FRUIT OF THE LOOM CREDIT AGREEMENT
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.
By:
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Name:
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Title:
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SIGNATURE PAGE TO SIXTH AMENDMENT TO
FRUIT OF THE LOOM CREDIT AGREEMENT
CREDIT AGRICOLE INDOSEUZ
By:
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Name:
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Title:
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By:
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Name:
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Title:
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SIGNATURE PAGE TO SIXTH AMENDMENT TO
FRUIT OF THE LOOM CREDIT AGREEMENT
CREDIT LYONNAIS CHICAGO BRANCH
By:
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Name:
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Title:
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SIGNATURE PAGE TO SIXTH AMENDMENT TO
FRUIT OF THE LOOM CREDIT AGREEMENT
CREDIT SUISSE FIRST BOSTON
By:
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Name:
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Title:
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SIGNATURE PAGE TO SIXTH AMENDMENT TO
FRUIT OF THE LOOM CREDIT AGREEMENT
BANK ONE, NA (MAIN OFFICE CHICAGO)
By:
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Name:
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Title:
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SIGNATURE PAGE TO SIXTH AMENDMENT TO
FRUIT OF THE LOOM CREDIT AGREEMENT
THE FUJI BANK, LIMITED
By:
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Name:
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Title:
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SIGNATURE PAGE TO SIXTH AMENDMENT TO
FRUIT OF THE LOOM CREDIT AGREEMENT
GULF INTERNATIONAL BANK B.S.C.
By:
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Name:
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Title:
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SIGNATURE PAGE TO SIXTH AMENDMENT TO
FRUIT OF THE LOOM CREDIT AGREEMENT
HIBERNIA NATIONAL BANK
By:
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Name:
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Title:
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SIGNATURE PAGE TO SIXTH AMENDMENT TO
FRUIT OF THE LOOM CREDIT AGREEMENT
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By:
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Name:
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Title:
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SIGNATURE PAGE TO SIXTH AMENDMENT TO
FRUIT OF THE LOOM CREDIT AGREEMENT
GENERAL ELECTRIC CAPITAL CORPORATION
By:
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Name:
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Title:
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SIGNATURE PAGE TO SIXTH AMENDMENT TO
FRUIT OF THE LOOM CREDIT AGREEMENT
THE NORTHERN TRUST COMPANY
By:
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Name:
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Title:
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SIGNATURE PAGE TO SIXTH AMENDMENT TO
FRUIT OF THE LOOM CREDIT AGREEMENT
CO_PERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A. "RABOBANK
NEDERLAND", NEW YORK BRANCH
By:
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Name:
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Title:
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SIGNATURE PAGE TO SIXTH AMENDMENT TO
FRUIT OF THE LOOM CREDIT AGREEMENT
SOCIETE GENERALE
By:
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Name:
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Title:
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33
SIGNATURE PAGE TO SIXTH AMENDMENT TO
FRUIT OF THE LOOM CREDIT AGREEMENT
TORONTO DOMINION (TEXAS), INC.
By:
---------------------------------
Name:
-------------------------------
Title:
-------------------------------
34
SIGNATURE PAGE TO SIXTH AMENDMENT TO
FRUIT OF THE LOOM CREDIT AGREEMENT
UNION BANK OF CALIFORNIA, N.A.
By:
---------------------------------
Name:
-------------------------------
Title:
-------------------------------
35
SIGNATURE PAGE TO SIXTH AMENDMENT TO
FRUIT OF THE LOOM CREDIT AGREEMENT
THE ASAHI BANK, LTD., NEW YORK BRANCH
By:
---------------------------------
Name:
-------------------------------
Title:
-------------------------------
36
SCHEDULE 1.1(b)
Investment Fund Commitment Unfunded as of 9/30/99
Maveron Equity Partners, L.P. $3,000,000.00 $1,600,000.00
Telesoft Partners $3,000,000.00 $1,751,000.00
------------- -------------
Total $6,000,000.00 $3,351,000.00
37
SCHEDULE 8.17
[TO BE PROVIDED]
38
AMENDED AND RESTATED SCHEDULE 6.15
[TO BE PROVIDED]
39
SCHEDULE A
COMPENSATION, DIVIDENDS AND FEES TO XXXXXXX XXXXXX
ITEM AMOUNT
---- ------
Preferred Stock Dividends $1,613,439.80
Salary (October, 1999 through December, 1999) $87,500/month
Salary (January, 2000) $166,666.00
Director meetings and fees $1,000/meeting
Normal travel and business reimbursement expenses in the ordinary course of
business and in accordance with Fruit of the Loom policy.
