EXHIBIT 10.16
WAIVER AND SEVENTH AMENDMENT TO
TERM CREDIT AGREEMENT
THIS WAIVER AND SEVENTH AMENDMENT TO TERM CREDIT AGREEMENT (this
"Amendment"), dated as of March 31, 2000, is entered into among PILLOWTEX
CORPORATION, a Texas corporation (the "Borrower"), the institutions listed on
the signature pages hereof that are parties to the Credit Agreement defined
below (collectively, the "Lenders"), and BANK OF AMERICA, N.A. (formerly known
as NationsBank, N.A., successor by merger to NationsBank of Texas, N.A.), as
Administrative Agent for itself and the Lenders (in said capacity, the
"Administrative Agent").
BACKGROUND
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A. The Borrower, the Lenders and the Administrative Agent are parties to
that certain Term Credit Agreement, dated as of December 19, 1997 (as amended
through the date hereof, the "Credit Agreement"). Terms defined in the Credit
Agreement and not otherwise defined herein shall be used herein as defined in
the Credit Agreement.
B. The Borrower, the Lenders and the Administrative Agent desire to make
certain amendments to the Credit Agreement and certain other loan documents.
C. The Borrower has requested a waiver of existing Events of Default under
the Credit Agreement.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, the Borrower, the
Lenders and the Administrative Agent covenant and agree as follows:
1. WAIVER. Subject to the satisfaction of the conditions of effectiveness
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set forth in Section 8 of this Amendment and the other conditions contained
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herein, the Lenders hereby waive (a) the Events of Default with respect to
Section 7.11 of the Credit Agreement which occurred as a result of the failure
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of the Borrower to comply with the required Leverage Ratio at the end of the
Fiscal Quarters ended October 2, 1999 and January 1, 2000, and (b) the Events of
Default with respect to Sections 7.12 and 7.13 of the Credit Agreement which
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occurred as a result of the failure of the Borrower to comply with the required
Fixed Charge Coverage Ratio and Net Worth at the end of the Fiscal Quarter
ended January 1, 2000 (the "Existing Events of Default"). The waiver provided
--------------------------
in this Section 1 shall not be and shall not be deemed to be a waiver of any
---------
Events of Default under the Credit Agreement other than the Existing Events of
Default. Each of the prior Events of Default that have been waived in prior
waivers or amendments to the Credit Agreement that have subsequently been cured
shall not constitute an Event of Default hereunder due to its mere occurrence so
long as it has been cured.
2. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is hereby amended
------------------------------
as follows:
(a) Section 1.1 is amended by adding or entirely amending the
-----------
following definitions:
"Applicable Base Rate Margin" means (a) 2.000% with respect to
---------------------------
Facility A Term Loan Advances and (b) 2.500% with respect to Facility B
Term Loan Advances, provided that the Applicable Base Rate Margin shall be
-------------
decreased by 0.500% as of the first day of the calendar month following the
date the Borrower delivers its annual financial statements for Fiscal Year
2000 to the Administrative Agent in accordance with Section 6.2 hereof, if
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such financial statements show EBITDA (plus all fees and expenses incurred
in connection with the restructuring of any Indebtedness of the Borrower
and its Subsidiaries which have been deducted in calculating EBITDA) of
greater than $173,000,000 for such Fiscal Year.
"Applicable LIBOR Rate Margin" means (a) 3.500% with respect to
----------------------------
Facility A Term Loan Advances and (b) 4.000% with respect to Facility B
Term Loan Advances; provided that the Applicable LIBOR Rate Margin shall be
-------------
decreased by 0.500% as of the first day of the calendar month following the
date the Borrower delivers its annual financial statements for Fiscal Year
2000 to the Administrative Agent in accordance with Section 6.2 hereof, if
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such financial statements show EBITDA (plus all fees and expenses incurred
in connection with the restructuring of any Indebtedness of the Borrower
and its Subsidiaries which have been deducted in calculating EBITDA) of
greater than $173,000,000 for such Fiscal Year.
"EBITDA" means, for any period, determined in accordance with GAAP on
------
a consolidated basis for the Borrower and its Subsidiaries, the sum of (a)
Earnings from Operations plus (b) depreciation, amortization and other non
cash charges (excluding any such non-cash charge to the extent it
represents an accrual of or reserve for cash charges in any future period
or amortization of a prepaid cash expense that was paid in a prior period)
to the extent included in determining Earnings From Operations.
"Facility A Term Loan Maturity Date" means January 31, 2002, or the
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earlier date of acceleration of the Facility A Term Loan Advances pursuant
to Section 8.2 hereof.
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"Facility B Term Loan Maturity Date" means January 31, 2002, or the
----------------------------------
earlier date of acceleration of the Facility B Term Loan Advances pursuant
to Section 8.2 hereof.
-----------
(b) Section 2.7(a) is entirely amended, as follows:
--------------
(a) Facility A Term Loan Advances. To the extent not otherwise
-----------------------------
required to be paid earlier as provided herein, beginning on March 31,
2000, the principal amount of the Facility A Term Loan Advances shall
be repaid on each Quarterly Date
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and on the Facility A Term Loan Maturity Date in such amounts as set
forth next to each such date below:
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Amount of Reduction of Facility A Term
Quarterly Date Loans Advances as of each Date
-------------- ------------------------------
----------------------------------------------------------------------------------------------
March 31, 2000 $ 3,750,000
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June 30, 2000 $ 3,750,000
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September 30, 2000 $ 3,750,000
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December 31, 2000 $ 3,750,000
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March 31, 2001 $ 6,250,000
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June 30, 2001 $ 6,250,000
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September 30, 2001 $ 6,250,000
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December 31, 2001 $ 6,250,000
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January 31, 2002 $79,017,000
or such other amount of Facility A Term Loan
Advances then outstanding
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(c) Section 2.7(b) is entirely amended, as follows:
--------------
(b) Facility B Term Loan Advances. To the extent not otherwise
-----------------------------
required to be paid earlier as provided herein, beginning on March 31,
2000, the principal amount of the Facility B Term Loan Advances shall
be repaid on each Quarterly Date and on the Facility B Term Loan
Maturity Date in such amounts as set forth next to each such date
below:
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Amount of Reduction of Facility B Term Loan
Quarterly Date Advances as of each Date
-------------- ------------------------
----------------------------------------------------------------------------------------------
March 31, 2000 $ 562,500
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June 30, 2000 $ 562,500
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September 30, 2000 $ 562,500
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December 31, 2000 $ 562,500
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March 31, 2001 $ 562,500
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June 30, 2001 $ 562,500
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September 30, 2001 $ 562,500
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December 31, 2001 $ 562,500
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January 31, 2002 $215,199,000
or such other amount of Facility B Term Loan
Advances then outstanding
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(d) Section 6.8(c) is entirely amended, as follows:
--------------
(c) As soon as available, but in any event no later than Friday
of each week, a good faith estimate of Eligible Accounts (as defined
in the Amended and Restated Credit Agreement) and Eligible Inventory
(as defined in the Amended and Restated Credit Agreement) as of the
previous Friday.
(e) New Section 6.9 is hereby added immediately following Section 6.8,
----------- -----------
as follows:
Section 6.9 Monthly Financial Statements. As soon as available,
----------------------------
but in any event within 20 Business Days after the end of each Fiscal
Month other than December, and within 45 Business Days after the end
of the Fiscal Month of December, the consolidated balance sheets of
the Borrower and its Subsidiaries as at the end of such Fiscal Month
and the related consolidated statements of earnings for such Fiscal
Month and for the elapsed portion of the year ended with the last day
of such Fiscal Month, and consolidated statements of cash flow for the
elapsed portion of the year ended with the last day of such Fiscal
Month, all of which shall be certified by a Responsible Officer, to,
in his or her opinion acting solely in his or her capacity as an
officer of the Borrower, present fairly in all material respects, in
accordance with GAAP (except for the absence of footnotes), the
financial position and results of operations of the Borrower and its
Subsidiaries as at the end of and for such Fiscal Month, and for the
elapsed portion of the year ended with the last day of such Fiscal
Month, subject only to normal year-end adjustments.
(f) Section 7.7 is entirely amended, as follows:
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Section 7.7 Capital Expenditures. The Borrower shall not, and
--------------------
shall not permit any of its Subsidiaries to, make or commit to make
any Capital Expenditures in an aggregate amount that exceeds (a) from
January 2, 2000 through and including December 30, 2000, $50,000,000,
provided, however, that no more than $25,000,000 of such permitted
-------- ------- ----
amount may be expended in any single Fiscal Quarter of the Borrower,
and (b) from December 31, 2000, through and including the Maturity
Date, $30,000,000 plus the amount by which $50,000,000 exceeds actual
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Capital Expenditures made from January 2, 2000 through and including
December 30, 2000, provided, however, that no more than $15,000,000 of
-------- ------- ----
such permitted amount may be expended in any single Fiscal Quarter of
the Borrower.
(g) Clause (c) of Section 7.8 is entirely amended, as follows:
---------- -----------
(c) non-equity consideration paid to any Person in connection with the
redemption, contractual sinking fund payments or restructuring of the
Fieldcrest ▇▇▇▇▇▇ Subordinated Debentures (including fees and
expenses); provided, however, the Borrower shall not pay or make any
Restricted Payments permitted by this Section 7.8 unless there shall
-----------
exist no Default or Event of Default prior to or after giving effect
to any such proposed Restricted Payment.
(h) Exhibit E is amended and restated in the form of, and all
---------
references in the Credit Agreement to Exhibit E are hereby deemed to be
---------
references to, the attached Exhibit E.
---------
3. FINANCIAL COVENANTS. Notwithstanding anything contained in the Credit
-------------------
Agreement or any other Loan Document, the Borrower shall not be obligated to
comply, and the Lenders hereby waive compliance by the Borrower, with the
covenants set forth in Sections 7.11, 7.12 and 7.13 of the Credit Agreement with
respect to any relevant period ending on or after January 1, 2000; provided,
--------
however, that, in lieu of such covenants, the Borrower will not permit EBITDA
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(plus all fees and expenses incurred in connection with the restructuring of any
Indebtedness of the Borrower and its Subsidiaries which have been deducted in
calculating EBITDA) for the periods set forth below to be less than the amount
set forth opposite each such period:
Period Amount
------------------------------- ------------
3 months ended 4/1/00 $ 26,000,000
6 months ended 7/1/00 $ 59,000,000
9 months ended 9/30/00 $105,000,000
12 months ended 12/30/00 $147,000,000
12 months ended 3/31/01 $147,000,000
12 months ended 6/30/01 $160,000,000
12 months ended 9/29/01 $170,000,000
12 months ended 12/29/01 $180,000,000
4. AMENDMENT FEE. Borrower shall pay to the Administrative Agent, for the
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pro rata benefit of the Lenders that execute and deliver this Amendment to the
Administrative Agent (or its counsel) not later than 5:00 p.m., Dallas time,
March 30, 2000, an amendment fee in an amount equal to the product of (a) 0.25%
multiplied by (b) with respect to each Lender which is owed Facility A Term Loan
Advances or Facility B Term Loan Advances, the aggregate amount of Facility A
Term Loan Advances and Facility B Term Loan Advances owed to such Lender. Such
amendment fee shall be paid in immediately available funds and shall be payable
only if the conditions set forth in Section 8 of this Amendment have been
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satisfied and shall be due and payable
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to each Lender eligible for payment pursuant to the preceding sentence no later
than two Business Days after the conditions set forth in Section 8 of this
---------
Amendment have been satisfied. The Borrower agrees that the failure to pay the
amendment fee provided in this Section 4 shall, after the expiration of any
---------
applicable grace period, be an Event of Default under Section 8.1(b)(ii) of the
------------------
Credit Agreement.
5. COLLATERAL REDUCTION FEE. Within 30 Business Days after the Payment
------------------------
Date (as defined below) with respect to any cash consideration in excess of
$10,000,000, in the aggregate, paid or to be paid on or before January 31, 2002
to any Person in connection with the restructuring of the Fieldcrest ▇▇▇▇▇▇
Subordinated Debentures (including fees and expenses), Borrower shall pay to the
Administrative Agent, for the benefit of the Revolving Lenders (as defined in
the Intercreditor Agreement) and the Term Lenders (as defined in the
Intercreditor Agreement), each of whom shall receive their Pro Rata (as defined
in the Intercreditor Agreement) share thereof, a fee equal to 20% of such excess
amount multiplied by a fraction, the numerator of which is the number of days
from the Payment Date through and including January 31, 2002, and the
denominator of which is 360. For purposes hereof, "Payment Date" shall mean the
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earlier of (a) the date upon which actual cash payment is made or (b) the date
upon which the Borrower or any of its Subsidiaries becomes obligated to make
such payment. So long as no Event of Default has occurred and is continuing,
the Borrower and its Subsidiaries shall be permitted to make all scheduled
payments of principal and interest provided for under the documents evidencing
the Subordinated Debt.
6. RELEASE.
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(a) The Borrower and each Guarantor hereby unconditionally and
irrevocably remises, acquits, and fully and forever releases and discharges
the Administrative Agent and the Lenders and all respective affiliates and
subsidiaries of the Administrative Agent and the Lenders, their respective
officers, servants, employees, agents, attorneys, financial advisors,
principals, directors and shareholders, and their respective heirs, legal
representatives, successors and assigns (collectively, the "Released Lender
---------------
Parties") from any and all claims, demands, causes of action, obligations,
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remedies, suits, damages and liabilities (collectively, the "Borrower
--------
Claims") of any nature whatsoever, whether now known, suspected or claimed,
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whether arising under common law, in equity or under statute, which the
Borrower or any Guarantor ever had or now has against the Released Lender
Parties which may have arisen at any time on or prior to the date of this
Amendment and which were in any manner related to any of the Loan Documents
or the enforcement or attempted enforcement by the Administrative Agent or
the Lenders of rights, remedies or recourses related thereto.
(b) The Borrower and each Guarantor covenants and agrees never to
commence, voluntarily aid in any way, prosecute or cause to be commenced or
prosecuted against any of the Released Lender Parties any action or other
proceeding based upon any of the Borrower Claims which may have arisen at
any time on or prior to the date of this Amendment and were in any manner
related to any of the Loan Documents.
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(c) The agreements of the Borrower and each Guarantor set forth in
this Section 6 shall survive termination of this Amendment and the other
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Loan Documents.
7. REPRESENTATIONS AND WARRANTIES. By its execution and delivery hereof,
------------------------------
the Borrower represents and warrants to the Lenders that, as of the date hereof:
(a) after giving effect to the waiver set forth in Section 1 of this
---------
Amendment, the representations and warranties contained in the Credit
Agreement and the other Loan Documents are true and correct on and as of
the date hereof as if made on and as of such date;
(b) after giving effect to the waiver set forth in Section 1 of this
---------
Amendment, no event has occurred and is continuing which constitutes an
Event of Default;
(c) the Borrower has full power and authority to execute and deliver
this Amendment, and this Amendment constitutes the legal, valid and binding
obligation of the Borrower, enforceable in accordance with its terms,
except as enforceability may be limited by applicable Debtor Relief Laws
and by general principles of equity (regardless of whether enforcement is
sought in a proceeding in equity or at law) and except as rights to
indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Amendment
nor the consummation of any transactions contemplated herein will conflict
with any Law, the articles of incorporation, bylaws or other governance
document of the Borrower or any of its Subsidiaries, or any indenture,
agreement or other instrument to which the Borrower or any of its
Subsidiaries or any of their respective property is subject; and
(e) no authorization, approval, consent, or other action by, notice
to, or filing with, any governmental authority or other Person (including
the Board of Directors of the Borrower or any Guarantor), is required for
the execution, delivery or performance by the Borrower of this Amendment or
the acknowledgment of this Amendment by any Guarantor.
8. CONDITIONS OF EFFECTIVENESS. This Amendment shall be effective as of
---------------------------
March 31, 2000, so long as each of the following conditions precedent shall have
been satisfied:
(a) the Administrative Agent shall receive counterparts of (i) this
Amendment and (ii) the Waiver and Seventh Amendment to Amended and Restated
Credit Agreement, each executed by the Required Lenders (as defined in the
Intercreditor Agreement) and the Borrower and acknowledged by each Guarantor;
-7-
(b) the Administrative Agent shall receive counterparts of the Fifth
Amendment to Promissory Note, executed by the Borrower and Bank of America,
N.A., extending the maturity of the Overline Facility to the Maturity Date;
(c) the representations and warranties set forth in Section 7 of this
---------
Amendment shall be true and correct;
(d) all reasonable out-of-pocket fees and expenses in connection with the
Loan Documents, including this Amendment, including legal and other professional
fees and expenses incurred on or prior to the date of this Amendment by
Administrative Agent or any Lender, including, without limitation, the
reasonable fees and expenses of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
& ▇▇▇▇▇▇▇ and PricewaterhouseCoopers, shall have been paid; and
(e) the Administrative Agent shall receive, in form and substance
satisfactory to the Administrative Agent and its counsel, such other documents,
certificates and instruments as the Administrative Agent shall reasonably
require.
9. GUARANTOR ACKNOWLEDGMENT. By signing below, each of the Guarantors (i)
------------------------
acknowledges, consents and agrees to the execution and delivery of this
Amendment, (ii) acknowledges and agrees that its obligations in respect of its
Subsidiary Guaranty are not released, diminished, waived, modified, impaired or
affected in any manner by this Amendment or any of the provisions contemplated
herein, (iii) ratifies and confirms its obligations under its Subsidiary
Guaranty, and (iv) acknowledges and agrees that it has no claims or offsets
against, or defenses or counterclaims to, its Subsidiary Guaranty as a result of
this Amendment.
10. BANK OF AMERICA CONSENT. Bank of America, N.A., in its capacity as
-----------------------
provider of the Overline Facility, hereby (i) agrees to this Amendment and
acknowledges that the waivers provided herein shall also be effective with
respect to the Overline Facility, and (ii) acknowledges that the maturity date
of the Overline Facility has been extended to the Maturity Date.
11. REFERENCE TO CREDIT AGREEMENT. Upon the effectiveness of this
-----------------------------
Amendment, each reference in the Credit Agreement to "this Agreement,"
"hereunder," or words of like import shall mean and be a reference to the Credit
Agreement, as affected and amended by this Amendment.
12. COUNTERPARTS; EXECUTION VIA FACSIMILE. This Amendment may be executed
-------------------------------------
in one or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. This Amendment
may be validly executed and delivered by facsimile or other electronic
transmission.
-8-
13. GOVERNING LAW: BINDING EFFECT. This Amendment shall be governed by
-----------------------------
and construed in accordance with the laws of the State of Texas and shall be
binding upon the Borrower, the Administrative Agent, each Lender and their
respective successors and assigns.
14. 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 purpose.
15. LOAN DOCUMENT. This Amendment is a Loan Document and is subject to
-------------
all provisions of the Credit Agreement applicable to Loan Documents, all of
which are incorporated in this Amendment by reference the same as if set forth
in this Amendment verbatim.
16. NO ORAL AGREEMENTS. THIS WRITTEN AGREEMENT AND THE OTHER LOAN
------------------
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
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REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as the
date first above written.
PILLOWTEX CORPORATION
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Vice President and Treasurer
BANK OF AMERICA, N.A. (formerly known as
NationsBank, N.A., successor by merger to
NationsBank of Texas, N.A.), as Administrative
Agent and as a Lender, Swing Line Bank and Issuing
Bank
THE BANK OF NOVA SCOTIA
ATLANTA AGENCY
THE FIRST NATIONAL BANK OF CHICAGO
▇▇▇▇▇ FARGO BANK (TEXAS), NATIONAL
ASSOCIATION
BANKBOSTON, N.A.
COMERICA BANK
CREDIT LYONNAIS - NEW YORK BRANCH
THE BANK OF TOKYO-MITSUBISHI, LTD.
BANK ONE, TEXAS, N.A.
BHF (USA) CAPITAL CORPORATION
FIRST UNION NATIONAL BANK
Seventh Amendment to Term Credit Agreement
Signature Page
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
THE BANK OF NEW YORK
CREDIT INDUSTRIEL ET COMMERCIAL
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.
FLEET BANK, N.A.
THE FUJI BANK, LTD.
NATIONAL BANK OF CANADA
NATIONAL CITY BANK OF KENTUCKY
THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA
BANK POLSKA KASA OPIEKI, S.A., NEW YORK
BRANCH
GUARANTY FEDERAL BANK, F.S.B.
GENERAL ELECTRIC CAPITAL CORPORATION
SOCIETE GENERALE, SOUTHWEST AGENCY
CONSENTED TO BY:
KZH WATERSIDE LLC
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
AERIES FINANCE-II LTD.
BY: INVESCO Senior Secured Management, Inc.
as Sub-Managing Agent
Seventh Amendment to Term Credit Agreement
Signature Page
CYPRESSTREE INVESTMENT PARTNERS I, LTD.
By: CypressTree Investment Management Company,
Inc., as Portfolio Manager
NORTH AMERICAN SENIOR FLOATING RATE FUND
By: CypressTree Investment Management Company,
Inc., as Portfolio Manager
CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC.
As: Attorney-in-Fact and on behalf of First Allmerica
Financial Life Insurance Company as Portfolio Manager
▇▇▇ ▇▇▇▇▇▇ CLO I, LIMITED
By: ▇▇▇ ▇▇▇▇▇▇ MANAGEMENT, INC.,
as Collateral Manager
BALANCED HIGH-YIELD FUND I LTD.
By: BHF (USA) CAPITAL CORPORATION, acting as
attorney-in-fact
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: INDOSUEZ CAPITAL as Portfolio Advisor
▇▇▇ ▇▇▇▇▇▇ SENIOR INCOME TRUST
INDOSUEZ CAPITAL FUNDING IV, L.P.
By: Indosuez Capital as Portfolio Advisor
CYPRESSTREE INSTITUTIONAL FUND, LLC
By: CypressTree Investment Management
Company, Inc., its Managing Member
CYPRESSTREE INVESTMENT FUND, LLC
By: CypressTree Investment Management
Company, Inc., its Managing Member
KZH CYPRESSTREE-1 LLC
OXFORD STRATEGIC INCOME FUND
By: ▇▇▇▇▇ ▇▇▇▇▇ Management, as
Investment Advisor
▇▇▇▇▇ ▇▇▇▇▇ INSTITUTIONAL SENIOR LOAN FUND
By: ▇▇▇▇▇ ▇▇▇▇▇ Management, as
Seventh Amendment to Term Credit Agreement
Signature Page
Investment Advisor
▇▇▇ ▇▇▇▇▇▇ CLO II, LIMITED
By: ▇▇▇ ▇▇▇▇▇▇ Management, Inc.,
as Collateral Manager
CAPTIVA FINANCE, LTD.
BALANCED HIGH-YIELD FUND II LTD.
By: BHF (USA) CAPITAL CORPORATION,
acting as attorney-in-fact
FINOVA CAPITAL CORPORATION
THE DAI-ICHI KANGYO BANK
LIMITED, NEW YORK BRANCH
MOUNTAIN CAPITAL CLO I LTD.
MARINER LDC
▇▇▇▇▇▇ COMMERCIAL PAPER, INC.
PRESIDENT & FELLOWS OF HARVARD COLLEGE
By: Regiment Capital Management, LLC,
as its Investment Advisor
By: Regiment Capital Advisors, LLC,
its Manager and pursuant to delegated authority
ACKNOWLEDGED AND AGREED:
PILLOWTEX, INC.
PTEX HOLDING COMPANY
PILLOWTEX MANAGEMENT SERVICES COMPANY
BEACON MANUFACTURING COMPANY
▇▇▇▇▇▇▇ HOME FASHIONS, INC.
TENNESSEE WOOLEN ▇▇▇▇▇
FIELDCREST ▇▇▇▇▇▇, INC.
CRESTFIELD COTTON COMPANY
ENCEE, INC.
FCC CANADA, INC.
FIELDCREST ▇▇▇▇▇▇ FINANCING, INC.
FIELDCREST ▇▇▇▇▇▇ LICENSING, INC.
Seventh Amendment to Term Credit Agreement
Signature Page
FIELDCREST ▇▇▇▇▇▇ INTERNATIONAL, INC.
FIELDCREST ▇▇▇▇▇▇ ▇▇, INC. (formerly known as Fieldcrest ▇▇▇▇▇▇ Sure Fit, Inc.)
FIELDCREST ▇▇▇▇▇▇ TRANSPORTATION, INC.
ST. MARYS, INC.
AMOSKEAG COMPANY
AMOSKEAG MANAGEMENT CORPORATION
DOWNEAST SECURITIES CORPORATION
BANGOR INVESTMENT COMPANY
▇▇▇▇▇'▇ FALLS CORPORATION
THE ▇▇▇▇▇▇▇ CORPORATION
▇▇▇▇▇▇▇ OF CALIFORNIA, INC.
OPELIKA INDUSTRIES, INC.
▇▇▇▇▇ ▇▇▇▇▇▇▇
Vice President and Treasurer
Seventh Amendment to Term Credit Agreement
Signature Page
EXHIBIT E
COMPLIANCE CERTIFICATE
----------------------
To: Bank of America, N.A., as Administrative Agent
From: Pillowtex Corporation
Date: , .
------------------- -----
Re: Term Credit Agreement, dated as of December 19, 1997 (as amended, the
"Credit Agreement"), among Pillowtex Corporation ( the "Borrower"), certain
Lenders, and Bank of America, N.A., as Administrative Agent
This Compliance Certificate is delivered pursuant to Section 6.3 of the
Credit Agreement. All capitalized terms used herein and defined in the Credit
Agreement shall be used as so defined. For purposes hereof, section references
herein related to sections of the Credit Agreement and bracketed amounts or
ratios refer to the maximum or minimum amounts or ratios required under the
relevant sections of the Credit Agreement.
I. EBITDA Covenant Calculation
---------------------------
EBITDA, calculated for the ____________________ /1/ period
ending on the date of calculation
1. Earnings from Operations $
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2. Depreciation $
-------------
3. Amortization $
-------------
4. Other non-cash charges (excluding
any such non-cash charge to the extent
it represents an accrual of or reserve
for cash charges in any future period or
amortization of a prepaid cash expense
that was paid in a prior period) to the
extent included in determining Earnings
from Operations $
-------------
5. EBITDA [(1) + (2) + (3) + (4)] $
-----------
6. Fees and expenses incurred
-------------------
/1/ See Table 1
in connection with the restructuring of
Indebtedness $
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7. Adjusted EBITDA [(5) + (6)] $
--------------------
8. Minimum Required $ /1/
-------------
II. Certain Other Covenant Calculations. Demonstration of compliance with
-----------------------------------
certain covenants contained in Article 7 of the Credit Agreement for the
period ended .
------------- ----------------
(a) Section 7.1(c). Indebtedness of the Borrower and its $
Domestic Subsidiaries, including in respect of Capitalized ----------
Lease Obligations, incurred to purchase, or to finance the
purchase of, assets which constitute property, plant and
equipment
1. Maximum in aggregate principal amount $35,515,000
outstanding, when aggregated with Section 7.1(o)
--------------
2. Actual $
----------
3. Difference [(1) - (2)] $
----------
(b) Section 7.1(o) Other Indebtedness of the Borrower and
--------------
its Domestic Subsidiaries
1. Maximum in aggregate principal amount $35,515,000
Outstanding, when aggregated with Section 7.1(c)
2. Actual $
----------
3. Difference [(1) - (2)] $
----------
(c) Section 7.5(c) Net Cash Proceeds from the disposition of
--------------
assets (to the extent not applied pursuant to Section
2.5(b)) outstanding and pending reinvestment pursuant to
--------------------------------------------------------
Section 7.5(c)
--------------
1. Maximum at any Time $1,000,000
2. Actual $
----------
3. Difference [(1) - (2)] $
----------
(d) Section 7.7 Capital Expenditures
-----------
1. Actual amount expended previous quarter $
----------
2. Maximum Allowed $ /2/
----------
3. Difference [(1) - (2)] $
----------
4. Actual amount expended since January 2, 2000
or December 31, 2000, whichever is most
recent relative to end of previous quarter $
----------
5. Maximum Allowed $ /3/
----------
6. Difference [(4) - (5)] $
----------
III. Tables.
-------
Table 1
-------
Period Minimum Required
------ ----------------
3 months ended 4/1/00 $ 26,000,000
6 months ended 7/1/00 $ 59,000,000
9 months ended 9/30/00 $105,000,000
12 months ended 12/30/00 $147,000,000
12 months ended 3/31/01 $147,000,000
12 months ended 6/30/01 $160,000,000
12 months ended 9/29/01 $170,000,000
12 months ended 12/29/01 $180,000,000
Table 2
-------
For Quarters Ending Maximum Allowed
------------------- ---------------
4/1/00, 7/1/00, 9/30/00,
and 12/30/00 $ 25,000,000
3/31/01, 6/30/01, 9/29/01,
and 12/29/01 $ 15,000,000
Table 3
-------
Period Maximum Allowed
------ ---------------
1/2/00 through 12/30/00 $50,000,000
12/31/00 through 1/31/02 $30,000,000 plus the amount
which $50,000,000 exceeds actual
-------------------------
/2/ See Table 2
/3/ See Table 3
expenditures made from 1/2/00
through 12/30/00
IV. Compliance Certificate. The undersigned hereby certifies to you as
----------------------
follows:
(a) I am the duly elected qualified and acting chief financial officer [or
chief accounting officer] of the Borrower.
(b) I have reviewed the provisions of the Credit Agreement and the other
Loan Documents, and a review of the activities of Borrower during the
period from _______________________, ______ to ______________________,
_______ (the "Reporting Period") has been made under my supervision
with a view toward determining whether, during the Reporting Period,
the Borrower has kept, observed, performed and fulfilled all its
obligations under the Credit Agreement and such other Loan Documents.
(c) The representations and warranties made in the Loan Documents are true
and correct in all material respects as of the date hereof as though
made at and as of the date hereof, except for such representations and
warranties which relate to a particular date or which fail to be true
and correct as a result of events or occurrences permitted under the
Loan Documents, and no Default or Event of Default has occurred or is
continuing.
This Compliance Certificate is executed and delivered on the ________ day
of ________________, _______.
PILLOWTEX CORPORATION