EXHIBIT 10.2
FOURTH AMENDMENT TO
TERM CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO TERM CREDIT AGREEMENT (this "Fourth Amendment"),
dated as of October 8, 1999, to be effective as of October 1, 1999, 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 (in said capacity, the "Administrative
Agent").
BACKGROUND
A. The Borrower, the Lenders and the Administrative Agent are parties
to that certain Term Credit Agreement, dated as of December 19, 1997, amended by
a First Amendment to Term Credit Agreement, dated as of June 19, 1998, a Second
Amendment to Term Credit Agreement, dated as of July 28, 1998, and a Third
Amendment to Term Credit Agreement dated as of May 5, 1999 (the "Credit
Agreement"; the 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.
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. AMENDMENTS TO CREDIT AGREEMENT.
(a) SECTION 1.1 of the Credit Agreement is hereby amended by deleting
the definition of Applicable Base Rate Margin in its entirety and substituting
the following in lieu thereof:
"APPLICABLE BASE RATE MARGIN" means the following per annum
percentages, applicable in the following situations:
Facility A Facility B
Term Loan Term Loan
Applicability Advances Advances
------------- ---------- ----------
(a) The Leverage Ratio is greater than or 1.500% 2.000%
equal to 6.00 to 1
(b) The Leverage Ratio is less than 6.00 to 1 1.250% 1.750%
but greater than or equal to 5.50 to 1
(c) The Leverage Ratio is less than 5.50 to 1 1.000% 1.500%
but greater than or equal to 5.00 to 1
(d) The Leverage Ratio is less than 5.00 to 1 0.750% 1.250%
but greater than or equal to 4.50 to 1
(e) The Leverage Ratio is less than 4.50 to 1 0.500% 1.000%
but greater than or equal to 4.00 to 1
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(f) The Leverage Ratio is less than 4.00 to 1 0.250% 1.000%
but greater than or equal to 3.50 to 1
(g) The Leverage Ratio is less than 3.50 to 1 0.000% 1.000%
The Applicable Base Rate Margin payable by the Borrower on the Base Rate
Advances outstanding hereunder shall be subject to reduction or increase,
as applicable and as set forth in the table above, according to the
performance of the Borrower as tested by using the Leverage Ratio
calculated (i) if not in respect of an Acquisition, as of the end of each
fiscal quarter or (ii) if in respect of an Acquisition, upon receipt of a
Compliance Certificate as required under SECTION 7.6(iii) hereof; PROVIDED,
that each adjustment in the Base Rate Basis as a result of a change in the
Applicable Base Rate Margin shall be effective (A) if not in respect of an
Acquisition, on the date which is two Business Days following receipt by
the Administrative Agent of the financial statements required to be
delivered pursuant to SECTION 6.1 or 6.2 hereof, as applicable, and the
corresponding Compliance Certificate required pursuant to SECTION 6.3
hereof, and (B) if in respect of an Acquisition, on the closing date of
such Acquisition. If such financial statements and Compliance Certificate
are not received by the Administrative Agent by the date required, the
Applicable Base Rate Margin shall be increased to the Applicable Base Rate
Margin next higher than the Applicable Base Rate Margin currently in effect
until such time as such financial statements and Compliance Certificate are
received. Notwithstanding anything herein to the contrary, the Applicable
Base Rate Margin from and including October 1, 1999 until the date which is
two Business Days following receipt by the Administrative Agent of the
financial statements and Compliance Certificate for the 1999 Fiscal Year
shall be calculated as if the Leverage Ratio is greater than or equal to
6.00 to 1."
(b) SECTION 1.1 of the Credit Agreement is hereby amended by
deleting the definition of Applicable LIBOR Rate Margin in its entirety and
substituting the following in lieu thereof:
"APPLICABLE LIBOR RATE MARGIN" means the following per annum
percentages, applicable in the following situations:
Facility A Facility B
Term Loan Term Loan
Applicability Advances Advances
------------- ---------- ----------
(a) The Leverage Ratio is greater than or equal 3.000% 3.500%
to 6.00 to 1
(b) The Leverage Ratio is less than 6.00 to 1 2.750% 3.250%
but greater than or equal to 5.50 to 1
(c) The Leverage Ratio is less than 5.50 to 1 2.500% 3.000%
but greater than or equal to 5.00 to 1
(d) The Leverage Ratio is less than 5.00 to 1 2.250% 2.750%
but greater than or equal to 4.50 to 1
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(e) The Leverage Ratio is less than 4.50 to 1 2.000% 2.500%
but greater than or equal to 4.00 to 1
(f) The Leverage Ratio is less than 4.00 to 1 1.750% 2.500%
but greater than or equal to 3.50 to 1
(g) The Leverage Ratio is less than 3.50 to 1 1.500% 2.500%
but greater than or equal to 3.00 to 1
(h) The Leverage Ratio is less than 3.00 to 1 1.250% 2.500%
The Applicable LIBOR Rate Margin payable by the Borrower on the LIBOR
Advances outstanding hereunder shall be subject to reduction or increase,
as applicable and as set forth in the table above, according to the
performance of the Borrower as tested by using the Leverage Ratio
calculated (i) if not in respect of an Acquisition, as of the end of each
fiscal quarter or (ii) if in respect of an Acquisition, upon receipt of a
Compliance Certificate as required under SECTION 7.6(iii) hereof; PROVIDED,
that each adjustment in the LIBOR Basis as a result of a change in the
Applicable LIBOR Rate Margin shall be effective (A) if not in respect of an
Acquisition, on the date which is two Business Days following receipt by
the Administrative Agent of the financial statements required to be
delivered pursuant to SECTION 6.1 or 6.2 hereof, as applicable, and the
corresponding Compliance Certificate required pursuant to SECTION 6.3
hereof, and (B) if in respect of an Acquisition, on the closing date of
such Acquisition. If such financial statements and Compliance Certificate
are not received by the Administrative Agent by the date required, the
Applicable LIBOR Rate Margin shall be increased to the Applicable LIBOR
Rate Margin next higher than the Applicable LIBOR Rate Margin currently in
effect until such time as such financial statements and Compliance
Certificate are received. Notwithstanding anything herein to the contrary,
the Applicable LIBOR Rate Margin from and including October 1, 1999 until
the date which is two Business Days following receipt by the Administrative
Agent of the financial statements and Compliance Certificate for the 1999
Fiscal Year shall be calculated as if the Leverage Ratio is greater than or
equal to 6.00 to 1."
(c) SECTION 7.11 of the Credit Agreement is hereby amended to read as
follows:
"Section 7.11 MAXIMUM LEVERAGE RATIO. At the end of each
Fiscal Quarter occurring below or occurring during the periods indicated
below, the Borrower shall not permit the Leverage Ratio to be greater than
the ratio set forth below opposite such Fiscal Quarter or the period in
which such Fiscal Quarter occurs:
Fiscal Quarter or Period Ratio
------------------------ -----
Third Fiscal Quarter of Fiscal Year 1999 6.10 to 1
Fourth Fiscal Quarter of Fiscal Year 1999 6.35 to 1
First Fiscal Quarter of Fiscal Year 2000 6.00 to 1
Second Fiscal Quarter of Fiscal Year 2000 5.75 to 1
Third Fiscal Quarter of Fiscal Year 2000 5.25 to 1
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Fourth Fiscal Quarter of Fiscal Year 2000 4.75 to 1
From and including the First Fiscal Quarter of 4.25 to 1
Fiscal Year 2001 and thereafter
(d) SECTION 7.12 of the Credit Agreement is hereby amended to read as
follows:
"SECTION 7.12 Minimum Fixed Charge Coverage Ratio. At the
end of each Fiscal Quarter occurring below or occurring during the periods
indicated below, the Borrower shall not permit the Fixed Charge Coverage
Ratio to be less than the ratio set forth below opposite such Fiscal
Quarter or the period in which such Fiscal Quarter occurs:
Fiscal Quarter or Period Ratio
------------------------ -----
Third Fiscal Quarter of Fiscal Year 1999 1.10 to 1
From and including the Fourth Quarter of 1.00 to 1
Fiscal Year 1999 through and including the
Second Fiscal Quarter of Fiscal Year 2000
From and including the Third Fiscal Quarter 1.10 to 1"
of Fiscal Year 2000 and thereafter
(e) Section 11.6(d) of the Credit Agreement is hereby amended by
amending clause (ii) thereof set forth in the first provision of said Section as
follows:
"(ii) no such assignment (including any simultaneous assignment pursuant to
the Amended and Restated Credit Agreement), other than to an Affiliate of a
Lender or to an existing Lender hereunder, shall be in an amount less than
$5,000,000, unless the portion of the Advances (and the Commitment under
and as defined in the Amended and Restated Credit Agreement) of a Lender is
less than $5,000,000, in which case such assignment may be in the aggregate
amount of the Advances owed to such Lender under this Agreement and the
amount of such Lender's Specified Percentage of the Commitment (as defined
in and determined pursuant to the Amended and Restated Credit Agreement)
(provided, however, notwithstanding anything herein to the contrary, in no
event shall the portion of the Advances owed to any Lender and retained by
such Lender under this Agreement and/or the portion of the Commitment (as
defined in the Amended and Restated Credit Agreement) retained by such
Lender be less than $1,000,000),"
(f) The Compliance Certificate is hereby amended to be in the form of
Exhibit D attached to this Fourth Amendment.
2. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its
execution and delivery hereof, the Borrower represents and warrants that, as of
the date hereof and after giving effect to the amendments contemplated by the
foregoing Section 1:
(a) 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 made on and as of such date;
(b) no event has occurred and is continuing which constitutes a Default
or an Event of Default;
(c) the Borrower has full power and authority to execute and deliver
this Fourth Amendment, and this Fourth Amendment constitutes the legal, valid
and binding obligation of the Borrower, enforceable in accordance with its
terms, except as enforceability may be limited by
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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 byfederal or state securities
laws;
(d) neither the execution, delivery and performance of this Fourth
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 Fourth Amendment or the
acknowledgment of this Fourth Amendment by any Guarantor.
3. CONDITIONS OF EFFECTIVENESS. This Fourth Amendment shall be
effective as of October 1, 1999, subject to the following:
(a) the Administrative Agent shall receive counterparts of this Fourth
Amendment executed and/or consented to by the Required Lenders (as defined in
the Intercreditor Agreement);
(b) the representations and warranties set forth in Section 2 of this
Fourth Amendment shall be true and correct;
(c) the Administrative Agent shall receive counterparts of this Fourth
Amendment executed by the Borrower and acknowledged by each Guarantor; and
(d) 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.
4. GUARANTOR ACKNOWLEDGMENT. By signing below, each of the Guarantors
(i) acknowledges, consents and agrees to the execution and delivery of this
Fourth 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 Fourth 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 Fourth Amendment.
5. AMENDMENT FEE. So long as this Fourth Amendment becomes effective,
the Borrower covenants and agrees to pay an amendment fee to the Lenders which
execute and deliver this Fourth Amendment to the Administrative Agent (or its
counsel) not later than 5:00 p.m., Dallas time, October 8, 1999 in an amount
equal to the product of (a) 0.15% 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 due and payable to each Lender eligible for payment
pursuant to the preceding sentence no later than two Business Days after the
date the conditions set forth in Section 3 of this Fourth Amendment have been
satisfied. The Borrower agrees that the failure to pay the amendment fee
provided in this Section 5 shall be an Event of Default under Section 8.1(b)(ii)
of the Credit Agreement.
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6. REFERENCE TO THE CREDIT AGREEMENT.
(a) Upon the effectiveness of this Fourth 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 amended by this Fourth
Amendment.
(b) The Credit Agreement, as amended by this Fourth Amendment, and all
other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed.
7. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay on demand all
reasonable costs and expenses of the Administrative Agent in connection with the
preparation, reproduction, execution and delivery of this Fourth Amendment and
the other instruments and documents to be delivered hereunder (including the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Agent with respect thereto and with respect to advising the Administrative Agent
as to its rights and responsibilities under the Credit Agreement, as amended by
this Fourth Amendment).
8. EXECUTION IN COUNTERPARTS. This Fourth Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each which when so executed and delivered shall be deemed to be an
original and all of which taken together shall constitute but one and the same
instrument.
9. GOVERNING LAW: BINDING EFFECT. This Fourth Amendment shall be
governed by and construed in accordance with the laws of the State of Texas and
shall be binding upon the Borrower and each Lender and their respective
successors and assigns.
10. HEADINGS. Section headings in this Fourth Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Fourth Amendment for any other purpose.
11. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS FOURTH
AMENDMENT, 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 BETWEEN 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 Fourth
Amendment as the date first above written.
PILLOWTEX CORPORATION
By: Jaime Vasquez
Name:
Title: VP/Treasurer
BANK OF AMERICA, N.A. (formerly known as NationsBank,
N.A., successor by merger to NationsBank
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of Texas, N.A.), as Administrative Agent and as a Lender
By: Deirdre B. Doyle
Principal
THE BANK OF NOVA SCOTIA
ATLANTA AGENCY
By: (not signed)
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By: (signature illegible)
Name:
Title: Vice President
COMERICA BANK
By: Mark B. Grover
Name:
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: Robert Ivosevich
Name:
Title: Senior Vice President
WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION
By: Carol Polasky
Name:
Title: Vice President
THE BANK OF TOKYO-MITSUBISHI, LTD.
By: J. Mearns
Name:
Title: VP & Manager
BANK ONE, TEXAS, N.A.
By: (signature illegible)
Name:
Title: Vice President
BANKBOSTON, N.A.
By: Stephen Y. McGehee
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Name:
Title: Managing Director
BHF (USA) CAPITAL CORPORATION
By: Michael Pellerito
Name:
Title: Assistant Vice President
By: Perry Forman
Name:
Title: Vice President
FIRST UNION NATIONAL BANK
By: Roger Pelz
Name:
Title: Senior Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By: William S. Richardson
Name:
Title: Duly Authorized Signatory
COPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND", NEW YORK BRANCH
By: Theodore W. Cox
Name:
Title: Vice President
By: (signature illegible)
Name:
Title: Vice President
SOCIETE GENERALE, SOUTHWEST AGENCY
By: Robert Petersen
Name:
Title: Vice President
By:
Name:
Title:
THE BANK OF NEW YORK
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By: (not signed)
Name:
Title:
COMPAGNIE FINANCIERE DE CIC ET DE L'UNION
EUROPEENNE
By: Anthony Rock
Name:
Title: Vice President
By: Marcus Edward
Name:
Title: Vice President
BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC.
By: John G. Taylor
Name:
Title: Vice President
By: Stephen W. Hipp
Name:
Title: Senior Associate
FLEET BANK, N.A.
By: Alfred Bonfantini
Name:
Title: Senior Vice President
THE FUJI BANK, LIMITED
By: Teiji Teramoto
Name:
Title: Vice President & Manager
NATIONAL BANK OF CANADA
By: Bill Handley
Name:
Title: Vice President
By: Larry Sears
Name:
Title: Vice President & Manager
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NATIONAL CITY BANK OF KENTUCKY
By: Tom Gurbach
Name:
Title: Vice President
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By: B. Ross Smead
Name:
Title: Vice President
BANK POLSKA KASA OPIEKI, S.A. - PEKAO S.A. GROUP, NEW
YORK BRANCH
By: Hussein B. El-Tawil
Name:
Title: Vice President
GUARANTY FEDERAL BANK, F.S.B.
By: Robert S. Hays
Name:
Title: Senior Vice President
KZH WATERSIDE LLC
By: Virginia Conway
Name:
Title: Authorized Agent
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By: Payson F. Swaffield
Name:
Title: Vice President
AERIES FINANCE LTD.
By: INVESCO Senior Secured Management,
Inc., as Sub-Managing Agent
By: Gregory Stoeckle
Name:
Title: Authorized Signatory
CRESCENT/MACH I PARTNERS, L.P.
By: TCW ASSET MANAGEMENT COMPANY, its
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Investment Manager
By: J. Insull
Name:
Title: Vice President
Eaton Vance Institutional Senior Loan Fund
By: Eaton Vance Management as Investment Advisor
By: Payson F. Swaffield
Name:
Title: Vice President
CYPRESSTREE INVESTMENT PARTNERS I, LTD.,
By: CypressTree Investment Management Company,
Inc., as Portfolio Manager
By: Timothy M. Barns
Name:
Title: Managing Director
VAN KAMPEN CLO I, LIMITED
By: VAN KAMPEN MANAGEMENT, INC.,
as Collateral Manager
By: Darvin D. Pierce
Name:
Title: Vice President
BALANCED HIGH-YIELD FUND I LTD.
By: BHF (USA) CAPITAL CORPORATION, acting
as attorney-in-fact
By: Michael Pellerito
Name:
Title: Assistant Vice President
By: Perry Forman
Name:
Title: Vice President
INDOSUEZ CAPITAL FUNDING IV, L.P.
By: INDOSUEZ CAPITAL, as Portfolio Advisor
By: (not signed)
Name:
Title:
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VAN KAMPEN SENIOR INCOME TRUST
By: Darvin D. Pierce
Name:
Title: Vice President
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: INDOSUEZ CAPITAL, as Portfolio Advisor
By: (not signed)
Name:
Title:
CYPRESSTREE INSTITUTIONAL FUND, LLC
By: CypressTree Investment Management
Company, Inc., its Managing Member
By: (not signed)
Name:
Title:
CYPRESSTREE INVESTMENT FUND, LLC
By: CypressTree Investment Management
Company, Inc., its Managing Member
By: (not signed)
Name:
Title:
KZH CYPRESSTREE-1 LLC
By: Virginia Conway
Name:
Title: Authorized Agent
OXFORD STRATEGIC INCOME FUND
By: Eaton Vance Management, as
Investment Advisor
By: Payson F. Swaffield
Name:
Title: Vice President
VAN KAMPEN CLO II, LIMITED
By: Van Kampen Management, Inc.,
as Collateral Manager
By: Darvin D. Pierce
Name:
Title: Vice President
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CAPTIVA FINANCE, LTD.
By: John Cullinane
Name:
Title: Director
CAPTIVA II FINANCE, LTD.
By: John Cullinane
Name:
Title: Director
MOUNTAIN CAPITAL CLO I LTD.
By: Darren P. Riley
Name:
Title: Director
CANADIAN IMPERIAL BANK OF COMMERCE
By: (not signed)
Name:
Title:
BALANCED HIGH-YIELD FUND II LTD.
By: BHF (USA) CAPITAL CORPORATION, acting
as attorney-in-fact
By: Michael Pellerito
Name:
Title: Assistant Vice President
By: Perry Forman
Name:
Title: Vice President
KZH CRESCENT-3 LLC
By: Virginia Conway
Name:
Title: Authorized Agent
FREMONT FINANCIAL CORPORATION
By: Randolph M. Ross
Name:
Title: Vice President - Senior Portfolio Manager
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THE DAI-ICHI KANGYO BANK
LIMITED, NEW YORK BRANCH
By: Christopher Fahey
Name:
Title: Vice President
TCW LEVERAGED INCOME TRUST, L.P.
By: TCW ADVISERS (BERMUDA), LTD., as General Partner
By: (signature illegible)
Name:
Title:
By: TCW INVESTMENT MANAGEMENT
COMPANY, as Investment Adviser
By: J. Insull
Name:
Title: VP
ACKNOWLEDGED AND AGREED:
PILLOWTEX, INC.
PTEX HOLDING COMPANY
PILLOWTEX MANAGEMENT SERVICES COMPANY
BEACON MANUFACTURING COMPANY
MANETTA HOME FASHIONS, INC.
TENNESSEE WOOLEN MILLS
FIELDCREST CANNON, INC.
CRESTFIELD COTTON COMPANY
ENCEE, INC.
FCC CANADA, INC.
FIELDCREST CANNON FINANCING, INC.
FIELDCREST CANNON LICENSING, INC.
FIELDCREST CANNON INTERNATIONAL, INC.
FIELDCREST CANNON SF, INC. (formerly known as Fieldcrest Cannon Sure Fit, Inc.)
FIELDCREST CANNON TRANSPORTATION, INC.
ST. MARYS, INC.
AMOSKEAG COMPANY
AMOSKEAG MANAGEMENT CORPORATION
DOWNEAST SECURITIES CORPORATION
BANGOR INVESTMENT COMPANY
MOORE'S FALLS CORPORATION
THE LESHNER CORPORATION
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LESHNER OF CALIFORNIA, INC.
OPELIKA INDUSTRIES, INC.
By: Jaime Vasquez
Name:
Title: VP/Treasurer
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