BankBoston, N.A.
(formerly known as The First National Bank of Boston)
100 Federal Street
Boston, Massachusetts 02110
BankAmerica Business Credit, Inc.
40 East 52nd Street
New York, New York 10022
Heller Financial, Inc.
101 Park Avenue
New York, New York 10 178
June 4, 1997
The Leslie Fay Companies, Inc.
1412 Broadway
New York, NY 10018
Attention: Warren T. Wishart
Vice President and Chief Financial Officer
The CIT Group / Commercial Services, Inc.
1211 Avenue of the Americas
New York, NY 10036
Attention: Richard Lyons
Re: Payout Arrangements
Ladies and Gentlemen:
1. Reference is hereby made to the Post-Petition Credit Agreement,
dated as of May 2, 1995 (as amended and in effect from time to time, the "Credit
Agreement") by and among (a) The Leslie Fay Companies, Inc., a Delaware
corporation and a debtor and debtor in possession under Chapter 11 of the
Bankruptcy Code (the "Borrower"), (b) Leslie Fay Licensing Corp., a Delaware
corporation, Spitalnick Corp., a New York corporation, and Hue, Inc., a New York
corporation, each a wholly owned Subsidiary of the Borrower and a debtor and
debtor in possession under Chapter 11 of the Bankruptcy Code, as guarantors (the
"Guarantors"), (c) the Lenders party thereto, (d) BankBoston, N.A. (formerly
known as The First National Bank of Boston), a national banking association,
("FNBB") and BankAmerica Business Credit, Inc., a Delaware corporation ("BABC"),
The Leslie Fay Companies, Inc.
The CIT Group / Commercial Services, Inc.
Page 2
as facility agents (the "Facility Agents") and (e) FNBB as administrative agent
and collateral agent (the "Administrative Agent") for the Lenders (the Facility
Agents and the Administrative Agent, each an "Agent" and, collectively, the
"Agents"). Capitalized terms which are used herein without definition and which
are defined in the Credit Agreement shall have the same meaning herein as in the
Credit Agreement. The CIT Group/ Commercial Services, Inc. is referred to herein
as "CIT".
2. The Borrower has advised the Lenders that it intends to repay all
amounts due under the Credit Agreement and has requested that the Lenders
provide the Borrower with appropriate payoff figures for the principal,
interest, fees and other amounts owing by the ' Borrower to the Lenders under
the Credit Agreement. The pay-off figures for the Borrower as of June 2, 1997
(the "Computation Date") under the Credit Agreement are as follows
(collectively, together with any increases in principal, additional interest or
fees accruing or arising, or legal fees and expenses incurred, after the
Computation Date, the "Pay-Off Amount"):
Principal: $0.00
Interest: $0.00
Commitment Fee: $16,349.13
Deposit for Controlled
Disbursement Account
Outstanding Checks: $1,693,180.99
Lock Box Account Reserve: $20,000.00
Documentary Letter of
Credit Fees: $33,654.72
Standby Letter of
Credit Fees: $14,281.95
BankAmerica Business
Credit, Inc. Legal Fees: $10,000.00
Total $1,787,466.79
3. The Borrower and/or its Subsidiaries currently have outstanding
under the Credit Agreement the Letters of Credit listed on Schedule 1 attached
hereto (the "Existing Letters of Credit"). As a condition to the effectiveness
of this Agreement, the Borrower shall deliver, or shall cause CIT to deliver, to
the Administrative Agent, a letter of credit issued by The Chase Manhattan Bank,
substantially in the form attached hereto as Exhibit A, (the "CIT Letter of
Credit"), in the face amount, of $8,321,492.41 (equal to 105% of the aggregate
face amount of the Existing Letters of Credit) with respect to such Existing
Letters of Credit. The Administrative
The Leslie Fay Companies, Inc.
The CIT Group / Commercial Services, Inc.
Page 3
Agent shall notify the Borrower by telephone or telecopier (Telephone No.:
212-221-4076, Telecopier No. 212-221-4033, Attention: Warren T. Wishart) of any
drawing under any Existing Letter of Credit. The Borrower shall, not later than
3:00 p.m. on the Business Day immediately following the time of the sending of
such notification by the Administrative Agent, deposit with the Administrative
Agent, in the Checking Account referred to in paragraph 8 below, in immediately
available funds, the amount of such drawing under such Existing Letter of
Credit, plus any fees and expenses associated with such Existing Letter of
Credit. If the Borrower shall fail to so pay such amount to the Administrative
Agent by such time, the Administrative Agent may draw against the CIT Letter of
Credit an amount equal to the amount drawn under such Existing Letter of Credit,
plus any fees and expenses associated with such Existing Letter of Credit.
The Administrative Agent agrees that it shall, with reasonable
promptness (but in any event within three (3) Business Days) after (i) receipt
from the Borrower of the amount of a drawing under an Existing Letter of Credit,
together with all fees and expenses associated with such Existing Letter of
Credit and/or such drawing, and (ii) the cancellation or reduction of an
Existing Letter of Credit which has been authorized by the beneficiary
thereunder, cause a certificate to be delivered to The Chase Manhattan Bank to
authorize a reduction (which shall be effective automatically and immediately
upon receipt by The Chase Manhattan Bank ("Chase") of such certificate) in the
face amount of the CIT Letter of Credit. Each such reduction shall be in an
amount equal to 105% of the amount of the drawing under, or the reduction or
cancellation of, such Existing Letter of Credit; provided, however, in no event
shall the face amount of the CIT Letter of Credit be less than 105% of the
undrawn face amount of all remaining Existing Letters of Credit.
In the event of an expiration of an Existing Letter of Credit which
expires in the United States of America, the Administrative Agent agrees that it
shall, with reasonable promptness (but in any event within three (3) Business
Days) after the date of the expiration of such Existing Letter of Credit, cause
a certificate to be delivered to The Chase Manhattan Bank to authorize a
reduction (which shall be effective automatically and immediately upon receipt
by The Chase Manhattan Bank of such certificate) in the face amount of the CIT
Letter of Credit. Each such reduction shall be in an amount equal to 105% of the
amount of the face amount of the Existing Letter of Credit which has expired;
provided, however, in no event shall the face amount of the CIT Letter of Credit
be less than 105% of the undrawn face amount of all remaining Existing Letters
of Credit.
In the event of an expiration of an Existing Letter of Credit which
expires outside the United States of America, the Administrative Agent agrees
that it shall, with reasonable promptness (but in any event within three (3)
Business Days) after the date that is thirty (30) days
The Leslie Fay Companies, Inc.
The CIT Group / Commercial Services, Inc.
Page 4
after the date of the expiration of such Existing Letter of Credit, cause a
certificate to be delivered to The Chase Manhattan Bank to authorize a reduction
(which shall be effective automatically and immediately upon receipt by The
Chase .Manhattan Bank of such certificate) in the face amount of the CIT Letter
of Credit. Each such reduction shall be in an amount equal to 105% of the amount
of the face amount of the Existing Letter of Credit which has expired; provided,
however, in no event shall the face amount of the CIT Letter of Credit be less
than 105% of the undrawn face amount of all remaining Existing Letters of
Credit.
The Borrower hereby irrevocably authorizes and directs FNBB, upon
FNBB's reimbursement (by a drawing under the CIT Letter of Credit) for a drawing
under an Existing Letter of Credit, to deliver to The Chase Manhattan Bank any
documents and drafts delivered to FNBB in connection with such drawing under
such Existing Letter of Credit.
4. From and after the Computation Date and until the Pay-Off Date (as
defined below), interest shall continue to accrue on the unpaid principal amount
of the Advances and fees shall continue to accrue at the rates set forth in the
Credit Agreement. The Borrower further agrees to pay any and all legal fees and
expenses incurred by counsel to the Administrative Agent and the Lenders in
connection with this letter and the termination of the Credit Agreement and the
other Loan Documents, including those amounts which are billed after the
Computation Date. Upon request of the Borrower, the Lenders shall provide the
Borrower with a revised figure for the amount of increases in principal
outstanding, accrued interest and additional fees to be paid as part of the
Pay-Off Amount plus any additional legal fees and expenses incurred since the
Computation Date and to be paid as part of the Pay-Off Amount.
5. The Borrower authorizes and directs the Administrative Agent to
transfer the Pay- Off Amount from the Borrower's Account No. 50289813 located at
the Administrative Agent to BankBoston, N.A., 100 Federal Street, Boston,
Massachusetts 02110 (ABA No.: 011-000390, Attention: Commercial Loan Services,
Reference: The Leslie Fay Companies, Inc.). The Borrower further authorizes and
directs the Administrative Agent to transfer $8,902,160.58 from such account to
the account of Sassco Fashions, Ltd., Account No. 51299228 located at the
Administrative Agent.
6. (a) Subject to the provisions of ss.6(b), the Agents and the
Lenders acknowledge and agree that, upon the receipt by:
(i) the Lenders of payment in full in cash of the Pay-Off
Amount, including any additional interest or other amounts
accruing or arising after the Computation Date;
The Leslie Fay Companies, Inc.
The CIT Group / Commercial Services, Inc.
Page 5
(ii) the Administrative Agent of the CIT Letter of Credit; and
(iii) the Administrative Agent of evidence of cancellation of
the Administrative Agents Irrevocable Letters of Credit
Nos. 50090143 and 50090135 issued for the benefit of
Lumbermens Mutual Casualty Company and Hartford Fire
Insurance Company, respectively (collectively, the
"Insurance Letters of Credit"),
in each the case on or prior to 2:00 p.m. (Boston time) on the date of such
receipt of the Pay-Off Amount and the CIT Letter of Credit (the time of the
Lenders' receipt of such payment and such Letter of Credit being hereinafter
referred to as the "Pay-Off Date"), and except as otherwise set forth herein,
(A) all indebtedness and obligations of the Borrower to the Leaders under or in
respect of the Credit Agreement and the other Loan Documents shall be deemed to
be and shall be paid and discharges in full and (B) the Agents and the Lenders
shall, at the expense of the Borrower, release all security interests and liens
which the Borrower may have granted to the Administrative Agent pursuant to the
Loan Documents. In addition, each of the Administrative Agent and Lenders agrees
that on and after the Payoff Date, the Existing Letters of Credit shall be
deemed to have been issued solely on behalf of FNBB and not on behalf of any of
the other Lenders. The other Lenders shall not have any obligations to the
Administrative Agent or to the issuer of the Existing Letters of Credit on or
after the Payoff Date in connection with the Existing Letters of Credit (or any
of the matters set forth in paragraphs 8 and 9 hereof) or be entitled to any
fees or other payments with respect thereto.
(b) Notwithstanding anything to the contrary contained herein, the
Borrower acknowledges and agrees that its obligations and liabilities under the
Credit Agreement and the other Loan Documents shall be reinstated with full
force and effect, if at any time on or after the Pay-Off Date, (A) all or any
portion of the Pay-Off Amount paid to the Lenders is voided or rescinded or must
otherwise be returned by the Lenders to the Borrower upon the Borrower's
insolvency, bankruptcy or reorganization or otherwise, all as though such
payment had not been made or (B) the Administrative Agent is not, for any
reason, fully reimbursed (whether pursuant to the CIT Letter of Credit or
otherwise) for any drawing made under the Existing Letters of Credit.
7. By signing a counterpart of this letter where indicated below, the
Borrower hereby terminates and irrevocably releases all Commitments of the
Lenders, the Issuing Bank and the Agents under, or in connection with, the
Credit Agreement.
The Leslie Fay Companies, Inc.
The CIT Group / Commercial Services, Inc.
Page 6
8. The Borrower currently maintains various controlled disbursement
accounts with the Administrative Agent (Account Nos.: 80020668, 80020676,
80026373) (collectively, the "Controlled Disbursement Accounts"). The Borrower
intends after the Payoff Date to enter into alternative cash management
arrangements with CIT. This paragraph 8 (and paragraph 9 below) sets forth
certain transitional arrangements with respect to the cash management
arrangements of the Borrower. The Borrower hereby represents and warrants that
the aggregate amount of all checks currently outstanding drawn against the
Controlled Disbursement Accounts does not exceed $1,693,180.99. The Borrower
shall not issue any other checks against the Controlled Disbursement Accounts.
In order to permit checks drawn against the Controlled Disbursement Accounts to
be cleared on or after the Payoff Date by the Administrative Agent, the Borrower
shall deposit with the Administrative Agent, simultaneously with the delivery to
the Lenders of the Payoff Amount, an amount equal to $1,693,180.99 in
immediately available funds into the Borrower's checking account at the
Administrative Agent (Account No.: 50289813) (the "Checking Account") as
security for the obligations of the Borrower in respect of checks drawn against
the Controlled Disbursement Accounts. Such $1,693,180.99 amount, the $20,000.00
amount referred to in paragraph 9 below, and the amounts deposited into the
Checking Account pursuant to paragraph 3 hereof, will be available to the
Administrative Agent to pay or fund amounts owing to the Administrative Agent in
connection with the Borrower's cash management arrangements and to cover
drawings under, and fees and expenses associated with, Existing Letters of
Credit. Except as expressly set forth in this letter agreement, the Borrower
shall not have the right to withdraw any of such funds from the Administrative
Agent. The Borrower hereby authorizes the Administrative Agent to withdraw
amounts from the Checking Account to cover the payment of checks drawn against
the Controlled Disbursement Accounts and to cover drawings under", and fees and
expenses associated with, Existing Letters of Credit. In no event will the
Administrative Agent have any obligation to honor any checks drawn against any
of the Controlled Disbursement Accounts unless such checks are covered by good,
immediately available funds in the Controlled Disbursement Accounts or the
Checking Account, as the case may be, and the Borrower has not terminated the
authority of the Administrative Agent to withdraw amounts therefrom to cover
such checks. In the event that on any given day there are insufficient
immediately available funds in the Controlled Disbursement Accounts or the
Checking Account, as the case may be, to cover all checks that have been
presented to be honored by the Administrative Agent, then the Administrative
Agent will honor the checks presented in the order of smallest to greatest
amount to the extent of the immediately available funds. On June 30, 1997 the
Controlled Disbursement Accounts shall be closed, and the Administrative Agent
shall have no obligation to honor any checks drawn thereon which are presented
for payment after such Controlled Disbursement Accounts are closed. Promptly
thereafter, the remaining balance, if any, in the Controlled Disbursement
Accounts will be turned over to the Borrower. The Borrower will remain fully
liable in any event for any checks honored through the Controlled Disbursement
The Leslie Fay Companies, Inc.
The CIT Group / Commercial Services, Inc.
Page 7
Accounts or otherwise which are not covered by the balance in the Controlled
Disbursement Accounts or the Checking Account, as the case may be.
The Borrower hereby pledges, assigns and sets over to the
Administrative Agent and grants the Administrative Agent a continuing security
interest in all balances contained in the Controlled Disbursement Accounts and
the Checking Account as security for the prompt payment 'Of all amounts drawn
under the Controlled Disbursement Accounts which are honored by the
Administrative Agent, all fees and service charges with respect to the
administration of the Controlled Disbursement Accounts, and all amounts to cover
drawings under, and fees and expenses associated with, Existing Letters of
Credit. The Borrower and CIT agree, jointly and severally, to indemnify and hold
the Administrative Agent harmless from any and all costs, expenses and related
charges arising from presentation of items drawn on the Controlled Disbursement
Accounts, including, but not limited to the amount of all disbursements, any
fees related to the Controlled Disbursement Accounts and all attorneys' fees
arising out of the enforcement of this indemnity and pledge.
The Borrower shall continue to be obligated to pay the Administrative
Agent the applicable fees and service charges with respect to administration of
the Controlled Disbursement Accounts for all periods that the Controlled
Disbursement Accounts remain open, in accordance with the existing arrangements
among the parties relating to the Controlled Disbursement Accounts. At the time
the Controlled Disbursement Accounts are closed pursuant hereto, all such fees
and service charges then accrued and unpaid shall be due and payable by the
Borrower and the Borrower hereby authorizes the Administrative Agent to satisfy
such fees and charges by applying any amounts in the Controlled Disbursement
Accounts or the Checking Account, as the case may be, thereto. Such existing
arrangements with respect to the Controlled Disbursement Accounts shall remain
in effect, in accordance with their terms, except that, to the extent the terms
of such arrangements conflict with or are inconsistent with the terms of this
letter, this letter shall govern.
9. Pursuant to the existing cash management agreements between the
Borrower and the Administrative Agent, the Borrower currently maintains a post
office box, into which remittances and other payments on receivables of the
Borrower are mailed, and a depository account into which the Administrative
Agent deposits all remittances from time to time received in the post office box
(such post office box and depository accounts, collectively, the "Lock Box
Accounts"), The Administrative Agent agrees that it shall maintain the Lock Box
Accounts pursuant to the existing arrangements among the parties relating
thereto until the date that is ninety (90) days after the Pay-Off Date. After
such date, the Lock Box Accounts shall be closed and all items sent to the
Administrative Agent to be deposited therein after the closing of the Lock Box
Accounts shall (a) through and until December 31, 1997, be forwarded to The ClT
Group /
The Leslie Fay Companies, Inc.
The CIT Group / Commercial Services, Inc.
Page 8
Commercial Services, Inc., 1211 Avenue of the Americas, New York, NY 10036 and
(b) after December 31, 1997, be returned to the sender thereof In addition, the
Administrative Agent retains the right to terminate the existing lock box
arrangements on reasonable prior written notice to the Borrower and CIT.
In the case of any checks or other items payable to the Borrower (a)
received by or delivered to the Administrative Agent for deposit in the Lock Box
Accounts on or prior to the Payoff Date but which have not been credited to any
deposit account of the Borrower on or prior to the Payoff Date or (b) received
by or delivered to the Administrative Agent for deposit after the Payoff Date,
the Administrative Agent will (and hereby is authorized by the Borrower to) use
commercially reasonable efforts to arrange for the settlement and clearance of
such items in accordance with the Administrative Agent's customary practice, at
the Borrower's expense. The Administrative Agent further agrees that it shall
transfer each business day the net amount of collected funds in the Lock Box
Account received by the Administrative Agent from cleared checks deposited into
the Lock Box Account to CIT at account no. 54150519.
The Borrower hereby transfers and assigns to Leslie Fay Marketing
Inc. ("Leslie Fay Marketing") and Leslie Fay Marketing hereby transfers and
assigns to CIT, all of its right, title and interest to the Lock Box Accounts
and all items deposited therein (subject to the existing arrangements with the
Administrative Agent governing such Lock Box Accounts) and the Borrower agrees
that it shall have no further right to the funds in the Lock Box Accounts.
Following the Pay-Off Date, the Administrative Agent and CIT shall
enter into further agreements to govern the Lock Box Accounts.
The Borrower and CIT (for the account of the Borrower), jointly and
severally, hereby agree to indemnify the Administrative Agent with respect to
any checks or other items which have been or are credited to any deposit account
of the Borrower or the proceeds of which have been paid to CIT by the
Administrative Agent, but which are returned to the Administrative Agent either
totally or partially uncollected, provided that the foregoing indemnity by CIT
shall only be effective for claims made by the Administrative Agent on or before
the date that is ninety (90) days after the date on which the Lock Box Accounts
are closed. The Administrative Agent agrees to notify the Borrower and CIT
promptly as to the details of any returned item. Each of the Borrower and CIT
(for the account of the Borrower), jointly and severally, agrees to immediately
provide the Administrative Agent with immediately available and freely
transferable funds to cover the amount of any such returned item. The Borrower
shall continue to be obligated to pay the Administrative Agent the applicable
fees and service charges with respect to the administration
The Leslie Fay Companies, Inc.
The CIT Group / Commercial Services, Inc.
Page 9
of the Lock Box Accounts for all periods that the Lock Box Accounts remain open,
in accordance with the existing arrangements among the parties relating to the
Lock Box Accounts
As security for the aforementioned obligations of the Borrower, the
Borrower will deposit with the Administrative Agent, simultaneously with the
delivery to the Lenders of the Payoff Amount, $20,000.00 in immediately
available funds for deposit into the Checking Account. The Borrower hereby
authorizes the Administrative Agent to withdraw amounts from the Lock Box
Accounts or the Checking Account and apply them to the payment of such fees and
expenses. At the time that the Controlled Disbursement Accounts and the Lock Box
Accounts are closed, and all fees and expenses owing thereunder or in connection
therewith have been paid to the Administrative Agent, any excess amount
remaining in the Checking Account shall be refunded to the Borrower by payment
to CIT.
10. On the Pay-Off Date, the Lenders will deliver the following to
the Borrower at the Borrower's sole cost and expense:
(a) The Promissory Note, payable to The First National
Bank of Boston, dated May 18, 1995, in the principal amount of $30,000,000;
(b) The Promissory Note, payable to BankAmerica Business
Credit, Inc., dated May 18, 1995, in the principal amount of $30,000,000;
(c) The Promissory Note, payable to Heller Financial,
Inc., dated May 18, 1995, in the principal amount of $20,000,000;
(d) UCC-3 termination statements duly executed by the
Administrative Agent and in form suitable for filing in those jurisdictions
listed on Schedule 2 attached hereto; and
(e) certificates representing the shares of stock pledged
pursuant to the Security Agreement (other than the certificates representing the
shares of stock of Sassco Europe, Ltd., ASL Retail Outlets, Inc., Asia Expert
Limited, Viewmon, Ltd., and Tomwell, Ltd.).
11. The Lenders and the Agents further agree to deliver to the
Borrower, after the Pay-Off Date, at the Borrower's sole cost and expense, such
other releases or termination statements as the Borrower may reasonably request
in connection with the above-described release of the liens and security
interests granted to the Administrative Agent and the Lenders pursuant to the
Loan Documents.
The Leslie Fay Companies, Inc.
The CIT Group / Commercial Services, Inc.
Page 10
12. Each of the undersigned Guarantors hereby reaffirms its
unconditional, joint and several obligation to pay all of the Obligations of the
Borrower under the Credit Agreement and the other Loan Documents and hereby
unconditionally, irrevocably, and jointly and several guarantees the punctual
payment and performance of the obligations of the Borrower under this letter
agreement.
13. Please acknowledge that the foregoing amounts referred to in
Paragraph 2 and Paragraph 3 above are due and owing pursuant to the provisions
of the Credit Agreement and confirm your agreement to the terms and provisions
of this letter by returning to the Lenders a counterpart of this letter signed
by the Borrower and by CIT. This letter may be executed in several counterparts
(and by each party on a separate counterpart), each of which when so executed
and delivered shall be an original, but all of which together shall constitute
one agreement. Upon the execution and delivery of this letter by the Agents, the
Lenders, the Borrower, the Guarantors, and CIT, this letter shall take effect as
a binding agreement among us, to be governed by and construed in accordance with
the internal laws (without regard to principles of conflicts of laws) of the
Commonwealth of Massachusetts.
The Leslie Fay Companies, Inc.
The CIT Group / Commercial Services, Inc.
Page 11
Very truly yours,
Facility Agents:
BANKAMERICA BUSINESS CREDIT, INC.
By _________________________________
Alan F. McKay, Vice President
BANKBOSTON, N.A. (f/k/a The First National
Bank of Boston)
By _________________________________
Administrative Agent:
BANKBOSTON, N.A. (f/k/a The First National
Bank of Boston)
By _________________________________
Lenders:
BANKBOSTON, N.A. (f/k/a The First National
Bank of Boston)
By _________________________________
BANKAMERICA BUSINESS CREDIT, INC.
By _________________________________
Alan F. McKay, Vice President
The Leslie Fay Companies, Inc.
The CIT Group / Commercial Services, Inc.
Page 12
HELLER FINANCIAL, INC.
By _________________________________
Iris Steinhardt, Vice President
Acknowledged and Agreed:
THE CIT GROUP / COMMERCIAL SERVICES, INC.
By _________________________________
Name:
Title:
THE LESLIE FAY COMPANIES, INC.,
a Debtor and Debtor in Possession
By _________________________________
Warren T. Wishart
Senior Vice President and Chief Financial Officer
LESLIE FAY MARKETING, INC.,
a Delaware corporation (solely with respect to Section 9)
By _________________________________
Warren T. Wishart
Senior Vice President and Chief Financial Officer
The Leslie Fay Companies, Inc.
The CIT Group / Commercial Services, Inc.
Page 13
Guarantors:
LESLIE FAY LICENSING CORP., a
Debtor and Debtor in Possession
By _________________________________
Warren T. Wishart
Vice President and Chief Financial Officer
SPITALNICK CORP., a Debtor
and Debtor in Possession
By _________________________________
Warren T. Wishart
Vice President and Chief Financial Officer
HUE, INC., a Debtor and
Debtor in Possession
By _________________________________
Warren T. Wishart
Vice President and Chief Financial Officer
Schedule 1
Existing Letters of Credit
L/C ISSUE EXPIRY
NUMBER APPLICANT DATE DATE BALANCE IN US$
70026331 The Leslie Fay Companies, Inc. 6/2/97 $ 22,162.05
70026371 The Leslie Fay Companies, Inc. 5/1/97 $ 3,782.88
70026336 The Leslie Fay Companies, Inc. 5/16/97 $ 35,215.20
70026349 The Leslie Fay Companies, Inc. 7/21/97 $ 614,355.00
70026388 The Leslie Fay Companies, Inc. 6/22/97 $ 252,467.25
70026393 The Leslie Fay Companies, Inc. 7/6/97 $ 657,510.00
70026328 The Leslie Fay Companies, Inc. 6/21/97 $ 17,359.65
70026329 The Leslie Fay Companies, Inc. 6/21/97 $ 28,413.00
70026330 The Leslie Fay Companies, Inc. 6/5/97 $ 39,737.25
70026340 The Leslie Fay Companies, Inc. 5/5/97 $ 12,400.95
70026372 The Leslie Fay Companies, Inc. 6/21/97 $ 535,500.00
70026389 The Leslie Fay Companies, Inc. 6/20/97 $ 59,550.15
70026391 The Leslie Fay Companies, Inc. 5/24/97 $ 24,810.98
70026394 The Leslie Fay Companies, Inc. 6/14/97 $ 399,275.60
70026413 The Leslie Fay Companies, Inc. 6/28/97 $ 65,786.70
70026414 The Leslie Fay Companies, Inc. 8/6/97 $ 278,642.70
70026415 The Leslie Fay Companies, Inc. 8/13/97 $ 85,050.00
70026416 The Leslie Fay Companies, Inc. 6/21/97 $ 6,614.74
LCI-000653 The Leslie Fay Companies, Inc. 5/31/97 $ 0.68
LCI-107783 The Leslie Fay Companies, Inc. 7/21/97 $4,786,596.09
TOTAL $7,925,230.87
Schedule 2
[Attach Schedule of UCC Filings]
Exhibit A
[Attach Form of CIT Letter of Credit]