Amendment No. 2 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 between Bank of America (as Agent and Lender), Fruit of the Loom, Inc. (as Borrower), and several of its subsidiaries (as Guarantors). The changes clarify definitions, payment priorities, and certain legal references in the original agreement. The amendment becomes effective once signed by the required parties and approved by the official committee of unsecured creditors in the related bankruptcy cases. All other terms of the original agreement remain in effect.

EX-4.(L) 3 c61465ex4-l.txt AMENDMENT TO POST-PETITION LOAN & SECURITY AGRMT. 1 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." 2 (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. 2 3 (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) 3 4 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: Beverly J. Gray 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 4 5 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 5 6 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: ----------------------------------------- 6