Amendment No. 4 to Post-Petition Loan and Security Agreement among Bank of America, N.A., Fruit of the Loom, Inc., and Lenders

Summary

This amendment updates the terms of a post-petition loan and security agreement between Bank of America (as agent), several lenders, Fruit of the Loom, Inc. (the borrower), and its subsidiaries (guarantors). It changes borrowing limits, fiscal period definitions, and financial covenants, and reduces the total loan facility and commitments. The amendment is effective upon execution by all parties, bankruptcy court approval, and payment of specified fees. All other terms of the original agreement remain in effect.

EX-4.(N) 5 c61465ex4-n.txt AMENDMENT TO POST-PETITION LOAN & SECURITY AGRMT. 1 EXHIBIT 4.N AMENDMENT NO. 4 TO POST-PETITION LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 4 TO POST-PETITION LOAN AND SECURITY AGREEMENT (this "Amendment") dated February 9, 2001, 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) In Section 1.1, the last sentence of the definition of "Borrowing Base" is amended to read as follows: "Aggregate Revolving Loans advanced against Eligible Inventory shall not exceed $275,000,000." (b) The fiscal periods ending on September 30, 2001 and December 31, 2001 are added to the definition of "Fiscal Quarter". (c) The fiscal periods ending on June 30, 2001; July 28, 2001; August 25, 2001; September 29, 2001; October 27, 2001, November 24, 2001 and December 31, 2001 are added to the definition of "Fiscal Month." (d) In Section 1.1, the definition of "Maximum Revolver Amount" is amended to read in its entirety as follows: "Maximum Revolver Amount" means $350,000,000." (e) In Section 1.1, the definition of "Stated Termination Date" is amended to read in its entirety as follows: "Stated Termination Date" means December 31, 2001." 2 (f) In Section 2.1, the definition of "Total Facility" is amended to reduce the amount thereof to $450,000,000 (reflecting a reduction of the Revolving Loan Commitment of $125,000,000 and a permanent pay-down of the Term Loan of $50,000,000). (g) Each Lender's Revolving Loan Commitment and Total Commitment as set forth in Schedule 1.1 to the Loan Agreement shall be reduced by such Lender's Pro Rata Share of $125,000,000. (h) In Section 9.23 (Capital Expenditures), the limitations set forth for the last two measuring periods are amended and two additional measuring periods are added as follows: "Period Maximum Capital ------ Expenditures --------------- December 31, 2000 to March 31, 2001 $30,000,000 December 31, 2000 to June 30, 2001 $50,000,000 December 31, 2000 to September 30, 2001 $65,000,000 December 31, 2000 to December 31, 2001 $75,000,000" (i) In Section 9.25 (EBITDAR), two additional measuring periods are added as follows: "Period Minimum EBITDAR ------ --------------- December 31, 2000 to September 30, 2001 $102,991,000 December 31, 2000 to December 31, 2001 $128,445,000" 2. Conditions to Effectiveness. This Amendment shall be effective upon satisfaction of the following conditions precedent: (a) Execution and delivery of this Amendment by all Lenders, Borrower and Guarantors; (b) Approval by the Bankruptcy Court; (c) Payment to each Lender of an amendment fee equal to its Commitment (as in effect immediately after giving effect to the reduction in the Commitments reflected in Section 1.(d) above) multiplied by .0020; and 2 3 (d) Payment to Agent of an administration fee of 5 basis points with respect of all of the Commitments (as in effect immediately after giving effect to the reduction in the Commitments reflected in Section 1.(d) above). The Commitment reduction of $125,000,000 reflected in Section 1.(d) above shall be effective on the later of (i) March 1, 2001 or (ii) the first day of the first calendar month following the execution and delivery of this Amendment by all parties. 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) 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 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: --------------------------------- 4 5 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: --------------------------------- FLEET CAPITAL CORPORATION, as Lender By: --------------------------------------- Name: --------------------------------- Title: --------------------------------- 5 6 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: --------------------------------- GOLDMAN SACHS CREDIT PARTNERS, L.P., as Lender By: --------------------------------------- Name: --------------------------------- Title: --------------------------------- HELLER FINANCIAL, INC., as Lender By: --------------------------------------- Name: --------------------------------- Title: --------------------------------- 6 7 ISRAEL DISCOUNT BANK, as Lender By: --------------------------------------- Name: --------------------------------- Title: --------------------------------- 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: --------------------------------- 7 8 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 WINFIELD COTTON MILL, INC., an Alabama corporation FTL REGIONAL SALES COMPANY, INC., a Delaware corporation LEESBURG YARN MILLS, INC., an Alabama corporation 8 9 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 GITANO FASHIONS LIMITED, a Delaware corporation GREENVILLE MANUFACTURING, INC., a Mississippi corporation JET SEW TECHNOLOGIES, INC., a New York corporation 9 10 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: -------------------------------------- 10