EXHIBIT 4.4
Supplemental Indenture
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This Supplemental Indenture, dated as of December 19, 1997 (this
"Supplemental Indenture"), among Pillowtex Corporation, a Texas corporation (the
"Company"), the corporations listed on Exhibit A hereto (individually, a "New
Guarantor" and collectively, the "New Guarantors"), and Bank One, N.A. (formerly
known as Bank One, Columbus, N.A.), as Trustee (the "Trustee"), supplements the
Indenture, dated as of November 12, 1996 (the "Indenture"), between the Company
and the Trustee under which the Company's 10% Senior Subordinated Notes due 2006
(the "Notes") were issued and are outstanding.
RECITALS
A. In connection with the merger (the "Merger") of Pegasus Merger Sub,
Inc., a Delaware corporation and a wholly owned subsidiary ("Newco") of the
Company, with and into Fieldcrest ▇▇▇▇▇▇, Inc., a Delaware corporation
("Fieldcrest"), pursuant to an Agreement and Plan of Merger, dated as of
September 10, 1997, among the Company, Fieldcrest, and Newco on the date hereof,
the New Guarantors are becoming Subsidiaries of the Company and are
guaranteeing, and are granting a security interest in all of their presently
unencumbered assets to secure, the payment of certain Senior Indebtedness (as
such term is defined in the Indenture) of the Company.
B. Section 4.13 of the Indenture does not permit any Subsidiary of the
Company that is not a Guarantor to guarantee or secure through the granting of
liens the payment of any Senior Indebtedness unless such Subsidiary, the Company
and the Trustee execute and deliver a supplemental indenture to the Indenture
evidencing such Subsidiary's guarantee, on a senior subordinated basis, of the
Notes.
C. This Supplemental Indenture is being entered into to comply with the
provisions of Section 4.13 of the Indenture.
D. In consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
to comply with Section 4.13 of the Indenture, the Company, the Guarantors and
the Trustee hereby agree as follows:
Section 1. Defined Terms. Capitalized terms used and not otherwise
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defined herein have the respective meanings assigned to such terms in the
Indenture.
Section 2. Subsidiary Guarantees. For value received, each of the New
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Guarantors hereby jointly and severally, together with all of the Guarantors,
unconditionally guaranty, to the extent set forth in the Indenture and subject
to the provisions in the Indenture, (a) the due and punctual payment of the
principal of, and premium, if any, and interest on, the Notes, whether at
maturity, by acceleration, redemption or otherwise, the due and punctual payment
of interest on overdue principal and premium, if any, and, to the extent
permitted by law, interest, and the due and punctual performance of all other
obligations of the Company to the Holders or the Trustee
all in accordance with the terms of the Indenture and (b) in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration, redemption or otherwise. The obligations of the
Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary
Guarantee and the Indenture are expressly set forth in Article 11 of the
Indenture and reference is hereby made to the Indenture for the precise terms of
the Subsidiary Guarantee. The Indebtedness evidenced by this guarantee is, to
the extent and in the manner provided in the Indenture, subordinate and subject
in right of payment to the prior payment in full of all Guarantor Senior
Indebtedness as defined in the Indenture, and this guarantee is issued subject
to such provisions. Each of the New Guarantors, by execution and delivery of
this Supplemental Indenture, agrees to and shall be bound by the terms of the
Indenture applicable to the Guarantors, including without limitation, Article 11
thereof.
Section 3. Ratification. The Indenture as hereby supplemented is in all
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respects ratified and confirmed by each of the Company, the New Guarantors and
the Trustee, and all of the rights and powers created thereby or thereunder
shall be and remain in full force and effect.
Section 4. Governing Law. This Supplemental Indenture and the Securities
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shall be governed by and construed in accordance with the laws of the State of
New York.
Section 5. Successors. All agreements of the Company and the New
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Guarantors in this Supplemental Indenture shall bind its successors. All
agreements of the Trustee in this Supplemental Indenture shall bind its
successors.
Section 6. Multiple Counterparts. The parties may sign multiple
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counterparts of this Supplemental Indenture. Each signed counterpart shall be
deemed an original, but all of them together represent the same agreement.
IN WITNESS WHEREOF, the undersigned have caused this Supplemental Indenture
to be executed by its duly authorized officer as of the date first above
written.
PILLOWTEX CORPORATION
Attest: By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title:
FIELDCREST ▇▇▇▇▇▇, INC.
Attest: By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title:
CRESTFIELD COTTON COMPANY
Attest: By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title:
ENCEE, INC.
Attest: By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title:
FCC CANADA, INC.
Attest: By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title:
FIELDCREST ▇▇▇▇▇▇ FINANCING, INC.
Attest: By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title:
FIELDCREST ▇▇▇▇▇▇ LICENSING, INC.
Attest: By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title:
FIELDCREST ▇▇▇▇▇▇ INTERNATIONAL, INC.
Attest: By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title:
FIELDCREST ▇▇▇▇▇▇ SURE FIT, INC.
Attest: By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title:
FIELDCREST ▇▇▇▇▇▇ TRANSPORTATION, INC.
Attest: By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title:
ST. MARYS, INC.
Attest: By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title:
AMOSKEAG COMPANY
Attest: By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title:
AMOSKEAG MANAGEMENT CORPORATION
Attest: By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title:
DOWNEAST SECURITIES CORPORATION
Attest: By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title:
BANGOR INVESTMENT COMPANY
Attest: By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title:
▇▇▇▇▇'▇ FALLS CORPORATION
Attest: By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title:
BANK ONE, N.A., Trustee
By: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory