Amendment No. 1 to Post-Petition Loan and Security Agreement among Bank of America, Fruit of the Loom, Inc., and Guarantors

Summary

This amendment updates the terms of a post-petition loan and security agreement originally made between Bank of America (as Agent and Lender), Fruit of the Loom, Inc. (as Borrower), and several of its subsidiaries and affiliates (as Guarantors). The amendment revises certain definitions, schedules, and cross-references in the original agreement. It becomes effective once signed by all parties and approved by the bankruptcy court. All other terms of the original agreement remain in effect.

EX-4.(K) 2 c61465ex4-k.txt AMENDMENT TO POST-PETITION LOAN & SECURITY AGRMT. 1 EXHIBIT 4.K AMENDMENT NO. 1 TO POST-PETITION LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 1 TO POST-PETITION LOAN AND SECURITY AGREEMENT (this "Amendment") is dated January 14, 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 (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) The following is added in numeric order to the Table of Contents with respect to Exhibits and Schedules: "Schedule 8.4 - Corporate Names/Prior Transactions". (b) The title of Schedule 8.16 is changed from "Labor Disputes" to "Labor Contracts". (c) The following is added to the definition of "Adjusted Net Earnings from Operations" after the first reference to "GAAP" contained therein: "(except for inventory variances capitalized in Fiscal Year 1999 which will be relieved as inventory is sold in Fiscal Year 2000)". (d) The following defined terms are added in alphabetical order to Section 1.1: (i) "IRB Claimants" has the meaning set forth in Section 11.1(p). (ii) "IRB Properties" has the meaning set forth in Section 11.1(p). (iii) "Maximum Rate" has the meaning set forth in Section 3.3. (e) The following is added to the definition of "Participant" after the word "Person": ", subject to Section 13.2(e),". (f) In Section 2.4(e)(2), each usage of the term "Borrowing" is capitalized. 2 (g) The internal cross-reference in Section 2.4(h)(1) is changed from Section 2.4(i)(1) to Section 2.4(h)(1). (h) The internal cross-reference in Section 2.4(h)(2) is changed from Section 2.4(i) to Section 2.4(h). 2. Conditions to Effectiveness. This Amendment shall be effective upon satisfaction of the following conditions precedent: (a) Execution and delivery of this Amendment by Agent (which constitutes Requisite Lenders as of the date hereof), Borrower and Guarantors; and (b) Approval by the Bankruptcy Court. 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. (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) 2 3 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: ---------------------------------------- Name: Joseph R. Lehrer Title: Senior Vice President BORROWER in its capacity as debtor-in-possession: FRUIT OF THE LOOM, INC., a Delaware corporation By: ---------------------------------------- Name: Brian J. Hanigan Title: Vice-President and Treasurer GUARANTORS each in its capacity as debtor-in-possession: MARTIN MILLS, INC., a Louisiana corporation PRO PLAYER, INC., a New York corporation RABUN APPAREL, INC., a Georgia corporation SALEM SPORTSWEAR CORPORATION, a Delaware corporation UNION SALES, INC., a Delaware corporation UNION YARN MILLS, INC., an Alabama corporation WHITMIRE MANUFACTURING, INC., a South Carolina corporation 3 4 WINFIELD COTTON MILL, INC., an Alabama corporation FTL REGIONAL SALES COMPANY, INC., a Delaware corporation LEESBURG YARN MILLS, 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 4 5 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 MILLS, INC., an Alabama corporation DEKALB KNITTING CORP., an Alabama corporation SHERMAN WAREHOUSE CORP., a Mississippi corporation FTL SYSTEMS, INC., a Tennessee corporation By: ---------------------------------------- Name: Brian J. Hanigan 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: ---------------------------------------- Name: ------------------------------------- Title: ------------------------------------- 5