Amendment No. 3 to Post-Petition Loan and Security Agreement among Bank of America, Lenders, Fruit of the Loom, Inc., and Guarantors

Summary

This amendment updates the terms of a loan and security agreement between Bank of America (as agent), several lenders, Fruit of the Loom, Inc. (as borrower), and its subsidiaries (as guarantors). The changes include adjustments to fiscal periods, reporting requirements, fund transfer deadlines, carve-out amounts, and assignment minimums. The amendment becomes effective once signed by the majority of lenders, the borrower, and guarantors, and upon approval by the bankruptcy court or creditors' committee. All other terms of the original agreement remain in effect.

EX-4.(M) 4 c61465ex4-m.txt AMENDMENT TO POST-PETITION LOAN & SECURITY AGRMT. 1 EXHIBIT 4.M AMENDMENT NO. 3 TO POST-PETITION LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 3 TO POST-PETITION LOAN AND SECURITY AGREEMENT (this "Amendment") dated March 3, 2000, is by and among BANK OF AMERICA, N.A. ("Agent"), the Lenders signatory hereto, 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) The fiscal period ending December 30, 2000 is added to the definition of Fiscal Quarter. (b) The ERISA Section cited in the definition of Reportable Event is changed from Section 4043(b) to 4043(c). (c) The deadline for wiring funds set forth in Section 2.2(g) is changed from noon (Chicago time) to 3:00 p.m. (Chicago time). (d) Consistent with the Final Order, the Carve-Out amount referred to in Section 6.18(c) is increased from $5,000,000 to $6,000,000. (e) The minimum amount of assignments and the minimum hold requirement set forth in Section 13.2 are each reduced from $10,000,000 to $5,000,000. 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 Bankruptcy Court or the official committee of unsecured creditors appointed in the Bankruptcy Cases. 2 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: Beverly J. Gray Title: Senior Vice President AMSOUTH BANK, as Lender By: -------------------------------------- Name: -------------------------- Title: -------------------------- THE BANK OF NOVA SCOTIA, as Lender By: -------------------------------------- Name: -------------------------- Title: -------------------------- CIT GROUP/COMMERCIAL SERVICES, INC., as Lender By: -------------------------------------- Name: -------------------------- Title: -------------------------- CITICORP USA, INC., as Lender By: -------------------------------------- Name: -------------------------- Title: -------------------------- 3 4 CONGRESS FINANCIAL CORPORATION (CENTRAL), as Lender By: -------------------------------------- Name: -------------------------- Title: -------------------------- CREDIT AGRICOLE INDOSUEZ, as Lender By: -------------------------------------- Name: -------------------------- Title: -------------------------- CREDIT SUISSE FIRST BOSTON, as Lender By: -------------------------------------- Name: -------------------------- Title: -------------------------- debis FINANCIAL SERVICES, INC., as Lender By: -------------------------------------- Name: -------------------------- Title: -------------------------- 4 5 FLEET CAPITAL CORPORATION, as Lender By: -------------------------------------- Name: -------------------------- Title: -------------------------- FOOTHILL CAPITAL CORPORATION, as Lender By: -------------------------------------- Name: -------------------------- Title: -------------------------- GENERAL ELECTRIC CAPITAL CORPORATION, as Lender By: -------------------------------------- Name: -------------------------- Title: -------------------------- GMAC BUSINESS CREDIT, LLC, as Lender By: -------------------------------------- Name: -------------------------- Title: -------------------------- HELLER FINANCIAL, INC., as Lender By: -------------------------------------- Name: -------------------------- Title: -------------------------- 5 6 LASALLE BUSINESS CREDIT, INC., as Lender By: -------------------------------------- Name: -------------------------- Title: -------------------------- NATIONAL CITY COMMERCIAL FINANCE, INC., as Lender By: -------------------------------------- Name: -------------------------- Title: -------------------------- THE PROVIDENT BANK, as Lender By: -------------------------------------- Name: -------------------------- Title: -------------------------- TRANSAMERICA BUSINESS CREDIT CORPORATION, as Lender By: -------------------------------------- Name: -------------------------- Title: -------------------------- 6 7 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 7 8 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 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 8 9 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 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 9 10 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: ---------------------------------------- 10