EXHIBIT 4.1
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made and
entered into as of the 25th day of July, 2001, by and among RUSSELL CORPORATION,
an Alabama corporation ("Russell"), RUSSELL EUROPE LIMITED, a corporation
organized under the laws of the United Kingdom ("Russell Europe"), the banks
listed on the signature pages hereof (collectively "Banks"), WACHOVIA BANK,
N.A., as Administrative Agent, SUNTRUST BANK (formerly known as SunTrust Bank,
Atlanta), as Syndication Agent, and FIRST UNION NATIONAL BANK, as Documentation
Agent.
RECITALS:
Russell, Russell Europe, the Administrative Agent, the Syndication
Agent, the Documentation Agent and the Banks are parties to a certain Credit
Agreement dated as of October 15, 1999 (the "Credit Agreement"), pursuant to
which Banks have made various loans and other extensions of credit from time to
time to Russell and Russell Europe. The parties desire to amend the Credit
Agreement as hereinafter set forth.
Russell and Russell Europe have requested Administrative Agent and
Banks to waive Borrower's compliance with certain provisions of the Credit
Agreement from the date hereof through September 17, 2001. Administrative Agent
and Lenders are willing to issue such a waiver on the terms set forth below.
NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good
and valuable consideration, the receipt and sufficiency of which are hereby
severally acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. DEFINITIONS. All capitalized terms used in this Amendment,
unless otherwise defined herein, shall have the meaning ascribed to such terms
in the Credit Agreement.
2. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is hereby
amended as follows:
a. By adding the following definitions in Section 1.01, in proper
alphabetical sequence:
"1992 Note Agreements" means those certain Note Agreements
dated as of December 1, 1992, with respect to 6.72% Senior Notes issued
by the Borrower in the original aggregate principal amount of
$75,000,000 due August 31, 2002.
"1995 Note Agreement" means that certain Note Agreement dated
as of December 7, 1995, with respect to 6.78% Senior Notes issued by
the Borrower in the original principal amount of $100,000,000 due
November 30, 2008.
"1997 Note Agreement" means that certain Note Agreement dated
as of August 28, 1997, with respect to 6.65% Senior Notes issued by the
Borrower in the original principal amount of $125,000,000 due August
28, 2007.
"Account" shall have the meaning ascribed to the term
"account" in the UCC.
"Amendment Date" means July 25, 2001.
"Bridge Loan Agent" means Wachovia or other Person, in its
capacity as administrative and collateral agent for the Bridge Loan
Banks under the Bridge Loan Documents.
"Bridge Loan Agreement" means the Term Credit Agreement which
may be entered into among Russell Financial, the Bridge Loan Agent and
the Bridge Loan Banks pursuant to which the Bridge Loan Banks may agree
to fund term loan advances to Russell Financial in an aggregate amount
up to $75,000,000.
"Bridge Loan Banks" means banks that may become parties to the
Bridge Loan Agreement from time to time.
"Bridge Loan Documents" means the Bridge Loan Agreement and
any other documents evidencing, relating to, guaranteeing or securing
any of the obligations of Russell Financial or any other Person under
the Bridge Loan Agreement or delivered by or on behalf of Russell
Financial or any guarantor of the obligations of Russell Financial
under the Bridge Loan Agreement.
"Chattel Paper" shall have the meaning ascribed to the term
"chattel paper" in the UCC.
"Collateral" means, with respect to Russell Financial and each
guarantor (other than Russell) of the obligations of Russell Financial
under the Bridge Loan Documents, (i) all of each such Person's
Accounts, (ii) all Payment Intangibles of each guarantor (other than
Russell) of the obligations of Russell Financial under the Bridge Loan
Documents, (iii) all General Intangibles of Russell Financial, (iv) all
of each such Person's Supporting Obligations, (v) all of each such
Person's Purchase Agreement Rights, (vi) all of each such Person's
Deposit Accounts, (vii) all of each such Person's monies now or at any
time or times hereafter in the possession or under the control of
Bridge Loan Agent or any Bridge Loan Bank or an Affiliate of Bridge
Loan Agent or any Bridge Loan Bank, (viii) all substitutions for and
all replacements, products and cash and non-cash proceeds of the
preceding clause (i) through (vii) above (including proceeds that may
constitute Chattel Paper or Instruments); and (ix) all books and
records (including customer lists, files, correspondence, tapes,
computer programs, print-outs, and other computer materials and
records) of such Person pertaining to any of the above-described
assets.
"Cross Creek" means Cross Creek Apparel, LLC, a North Carolina
limited liability company.
"Deposit Account" shall have the meaning ascribed to the term
"deposit account" in the UCC.
"DeSoto" means DeSoto Mills, Inc., an Alabama corporation.
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"Domestic Subsidiary" means a Subsidiary organized under the
laws of a state of the United States of America or the District of
Columbia.
"Extraordinary Expenses" means all costs, expenses, fees or
advances that Administrative Agent or any Bank may suffer or incur,
whether prior to or after the occurrence of any Event of Default, on
account of or in connection with the enforcement of any provisions of
the Loan Documents or realization upon any Properties at any time
securing the payment of the whole or any part of the Obligations,
including legal fees incurred by the Administrative Agent or any Bank.
"Foreign Subsidiary" means any Subsidiary that is not a
Domestic Subsidiary.
"Instrument" shall have the meaning ascribed to the term
"instrument" in the UCC.
"Note Agreements" means, collectively, (i) the 1992 Note
Agreements, (ii) the 1995 Note Agreement and (iii) the 1997 Note
Agreement.
"Obligations" all indebtedness, liabilities and obligations of
the Borrower under this Agreement or any of the other Loan Documents,
including the principal of and interest with respect to the Loans and
all Extraordinary Expenses, in each case whether now owed or hereafter
incurred or arising and whether absolute or contingent, primary or
secondary, due or to become due, joint or several, or legal or
equitable.
"Payment Intangible" shall have the meaning ascribed to the
term "payment intangible" in the UCC.
"Purchase Agreement Rights" means all rights and remedies of
any Person under or in connection with any of the Receivables Purchase
Agreements.
"Receivable" has the meaning ascribed to it in each of the
Receivables Purchase Agreements.
"Receivables Purchase Agreements" means, collectively, (i) the
Amended and Restated Receivable Purchase and Sale Agreement dated
August 3, 2001, between Russell Financial, as buyer, and Cross Creek
Apparel, LLC, as seller, (ii) the Amended and Restated Receivable
Purchase and Sale Agreement dated August 3, 2001, between Russell
Financial, as buyer, and DeSoto Mills, Inc., as seller, and (iii) the
Amended and Restated Receivable Purchase and Sale Agreement dated
August 3, 2001, between Russell Financial, as buyer, and the Borrower,
as seller, as such agreements may be amended, restated, modified or
otherwise supplemented with the prior written consent of Administrative
Agent.
"Receivables Purchase Documents" means, collectively, (i) the
Receivables Purchase Agreements, (ii) the Receivables Collection and
Administrative Services Agreement dated October 5, 1998, between
Russell Servicing Co., Inc. and Russell Financial, (iii) the
Administrative Services Agreement dated October 5, 1998,
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between the Borrower and Russell Financial, and (iv) any and all other
documents executed or delivered in connection with or pursuant to any
Receivables Purchase Agreements.
"Reconveyed Receivable" has the meaning ascribed to it in each
of the Receivables Purchase Agreements.
"Restrictive Agreement" means an agreement (other than any of
the Loan Documents) that, if and for so long as the Borrower or any
Subsidiary is a party thereto, would prohibit, condition or restrict
the Borrower's or such Subsidiary's right to incur or repay Debt
(including any of the Loans); grant Liens upon any of the Borrower's or
such Subsidiary's Properties (including Liens that may be granted to
the Bridge Loan Agent pursuant to the Bridge Loan Documents); declare
or make Restricted Payments; amend, modify, extend or renew any
agreement evidencing Debt (including any of the Loan Documents); or
repay any Debt owed by the Borrower to any Subsidiary or by any
Subsidiary to the Borrower or another Subsidiary.
"Russell Financial" means Russell Financial Services, Inc., a
Tennessee corporation.
"Significant Domestic Subsidiary" means, on any date of
determination, each Domestic Subsidiary, which either individually or
together with its own subsidiaries accounted for more than 2% of the
Consolidated Operating Profits during the 4 Fiscal Quarters immediately
preceding the date of determination or has assets that represent more
than 2% of Consolidated Total Assets at the end of the most recent
Fiscal Year immediately preceding the date of determination.
"Stated Term" means the term of the Commitments, which shall
commence on the date of this Agreement and shall end on October 15,
2004, unless sooner terminated as provided herein.
"SunTrust Loan Agreement" means the Term Loan/Bankers'
Acceptance Agreement dated as of June 30, 1995, between Russell and
SunTrust Bank (formerly known as Trust Company Bank), as amended, and
the related imbedded interest rate swap agreement.
"Supporting Obligation" shall have the meaning ascribed to the
term "supporting obligation" in the UCC.
"UCC" means the Uniform Commercial Code (or any successor
statute) as adopted and in force in the State of Georgia from time to
time or, when the laws of any other state govern the method or manner
of the perfection or enforcement of any security interest in any of the
Collateral, the Uniform Commercial Code (or any successor statute) of
such state as in effect from time to time.
b. By deleting the definition of "Performance Pricing
Determination Date" and by substituting the following in lieu of the
definition of "Termination Date":
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"Termination Date" means whichever is the earlier to occur of
(i) the last day of the Stated Term, (ii) the date that the Commitments
are terminated pursuant to Section 6.01 following the occurrence of an
Event of Default or (iii) the date that the Borrower terminates the
Commitments entirely pursuant to Section 2.09.
c. By deleting the definitions of "Consolidated Total Debt,"
"Investment," "Material Adverse Effect," "Restructuring Charges" and
"Restructuring Program" and by substituting the following in lieu thereof:
"Consolidated Total Debt" means, at any date, without
duplication, the sum of all Debt of the Borrowers and its Consolidated
Subsidiaries, excluding Debt arising under clause (vii) of the
definition of Debt to the extent it arises from commercial letters of
credit or similar instruments.
"Investment" means any investment in any Person, whether by
means of (i) purchase or acquisition of all or substantially all of the
assets of such Person (or of a division or line of business of such
Person), including, without limitation, any Permitted Acquisition, (ii)
purchase or acquisition of obligations or securities of such Person,
including, without limitation, any Permitted Acquisition, (iii) capital
contribution to such Person, (iv) loan or advance to such Person, (v)
making of a time deposit with such Person, (vi) Guarantee or assumption
of any obligation of such Person or (vii) by any other means, but
excluding (x) trade advances in the ordinary course of the Borrower's
business in accordance with historical practices existing on the
Closing Date and (y) special extensions or renewals of credit made in
accordance with the Borrower's credit policies to customers in troubled
financial condition in order to maximize the Borrower's anticipated
recovery or to protect a strategic source of supply or market;
provided, however, Investment shall not include the sale of Receivables
by the Borrower, Cross Creek or DeSoto to Russell Financial pursuant to
the Receivables Purchase Agreements.
"Material Adverse Effect" means, with respect to any event,
act, condition, occurrence, cost or expenses of whatever nature
(including any adverse determination in any litigation, arbitration, or
governmental investigation or proceeding, but not including any event,
act, condition, occurrence, cost or expense arising out of or relating
to (i) the case styled Locke, et al. v. Russell Corporation, et al. or
(ii) the Restructuring Program or the Restructuring Charges), whether
singly or in conjunction with any other event or events, act or acts,
condition or conditions, occurrence, occurrences, costs or expenses,
whether or not related, that causes a material adverse change in, or a
material adverse effect upon, any of (a) the financial condition,
operations, business, properties or prospects of the Borrower and its
Consolidated Subsidiaries taken as a whole, (b) the rights and remedies
of Administrative Agent or the Banks against the Borrower under any of
Loan Documents, or the ability of the Borrower to perform its
obligations under the Loan Documents to which it is a party, as
applicable, or (c) the legality, validity or enforceability of any Loan
Document against the Borrower.
"Restructuring Charges" means any and all restructuring,
relocation and other unusual charges incurred in connection with the
Restructuring Program in
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Fiscal Years 1998 through 2001, not exceeding $439,700,000 on a pre-tax
basis or $222,000,000 on an after-tax basis.
"Restructuring Program" means the restructuring program and
related plans, including the establishment of a dual corporate
headquarters, publicly announced by the Borrower on July 22, 1998, as
amended, modified, extended or expanded through the Amendment Date.
d. By deleting clause (vii) of the definition of "Debt" and by
substituting "(vii) all obligations of such Person to reimburse any bank or
other Person in respect of amounts paid or to be paid under a letter of credit
or similar instrument (whether drawn or undrawn)" in lieu thereof.
e. By deleting all references to "Consolidated Net Interest
Expense" and by substituting "Consolidated Interest Expense" in lieu thereof.
f. By adding a new clause (i) at the end of Section 2.03, to read
as follows:
(i) Notwithstanding anything to the contrary contained in
this Agreement, in no event shall the Borrower be authorized to
request, nor shall any Bank be required to make, Money Market Loans on
or after July 25, 2001.
g. By deleting from Section 2.07, paragraph (a),
together with clauses (i) and (ii) thereof, and by substituting in lieu thereof
the following:
(a) "Applicable Margin" means, beginning on the Amendment
Date, (i) for any Base Rate Loan, 1.50% and (ii) for any Euro-Dollar
Loan or Foreign Currency Loan, 2.00%.
h. By deleting paragraph (a) from Section 2.08 in its
entirety and by substituting in lieu thereof the following:
(a) from and after the Amendment Date, the Borrower shall
pay to the Administrative Agent, for the ratable account of each Bank,
a facility fee on the aggregate amount of such Bank's Commitment
(without taking into account the outstanding Loans made by such Bank),
at a rate equal to 0.50%. Such facility fees shall accrue from and
including the Amendment Date to (but excluding) the Termination Date
and shall be payable on each Quarterly Payment Date and on the
Termination Date.
i. By deleting paragraphs (j) and (k) of Section 5.01 in their
entirety and by substituting in lieu thereof the following:
(j) for so long as any amounts are outstanding under the
Bridge Loan Agreement, weekly cash flow reports in form and substance
acceptable to Administrative Agent; and
(k) from time to time such additional information
regarding the financial position or business of the Borrower and its
Subsidiaries as the Administrative Agent, at the request of any Bank,
may reasonably request.
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j. By deleting Section 5.05 in its entirety and by
substituting in lieu thereof the following:
SECTION 5.05. CONSOLIDATIONS, MERGERS AND SALES OF
ASSETS.
The Borrower will not, nor will it permit any
Subsidiary to, consolidate or merge with or into, or sell,
lease or otherwise transfer all or any substantial part of its
assets to, any other Person, or discontinue or eliminate any
business line or segment, or liquidate or dissolve, provided
that (a) the Borrower may merge with another Person if (i)
such Person was organized under the laws of the United States
of America or one of its states, (ii) the Borrower is the
corporation surviving such merger and (iii) immediately after
giving effect to such merger, no Default shall have occurred
and be continuing; (b) Domestic Subsidiaries of Borrower may
merge with one another, Foreign Subsidiaries of Borrower may
merge with one another, and any Subsidiary may merge into its
parent; and (c) the foregoing limitation on the sale, lease or
other transfer of assets, on the discontinuation or
elimination of a business line or segment, and on liquidation
and dissolution, shall not prohibit: (1) the Borrower, Cross
Creek and DeSoto from selling any or all of their respective
Receivables to Russell Financial; Russell Financial from
selling or otherwise transferring any of its Receivables on or
about the Amendment Date to any of the Borrower, Cross Creek
or DeSoto or Russell Financial from reconveying Reconveyed
Receivables pursuant to the Receivables Purchase Agreements;
(2) the Borrower and its Subsidiaries from granting Liens
permitted under Section 5.17 upon their assets, including any
Liens that may be granted pursuant to the Bridge Loan
Documents; (3) the Borrower or any Subsidiary, during any
Fiscal Quarter, from transferring assets (other than the
Collateral) or discontinuing or eliminating a business line or
segment (in a single transaction or in a series of related
transactions), or from liquidating or dissolving a Subsidiary
if the aggregate assets to be so transferred or utilized in a
business line or segment to be so discontinued or Subsidiary
to be liquidated or dissolved, when combined with all other
assets transferred, and all other assets utilized in all other
business lines or segments discontinued or Subsidiaries to be
liquidated or dissolved, during such Fiscal Quarter and the
immediately preceding 3 Fiscal Quarters (x) does not
constitute more than 10% of Consolidated Total Assets at the
end of the most recent Fiscal Year immediately preceding such
Fiscal Quarter, and (y) does not contribute more than 10% of
Consolidated Operating Profits during the 4 Fiscal Quarters
immediately preceding such Fiscal Quarter; or (4) the
liquidation or dissolution of any inactive Subsidiary.
k. By deleting Section 5.09 in its entirety and by
substituting in lieu thereof the following:
SECTION 5.09. CHANGE IN FISCAL YEAR.
The Borrower will not change its Fiscal Year, and
will not permit any Consolidated Subsidiary to have a fiscal
year other than the Fiscal Year, without the prior written
consent of the Required Banks.
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l. By deleting Section 5.15 in its entirety and by
substituting in lieu thereof the following:
SECTION 5.15. RESTRICTED PAYMENTS.
The Borrower may not declare or make any Restricted
Payment (i) if, after giving effect to such Restricted
Payment, Default or an Event of Default is in existence or
would be created thereby and (ii) unless such Restricted
Payment consists of (a) dividends with respect to the Capital
Stock of the Borrower for so long as the amount of such
dividends during any Fiscal Quarter does not exceed $0.14 per
share of the Borrower's issued and outstanding common Capital
Stock or (b) payments in the ordinary course of the Borrower's
business in connection with an employee stock option, bonus,
stock purchase or other benefit plans of the Borrower on
account of (1) the repurchase of Borrower's Capital Stock, (2)
options, warrants or other rights to acquire shares of the
Borrower's Capital Stock, or (3) other awards issued or
granted under such plans.
m. By deleting Section 5.16 in its entirety and by
substituting in lieu thereof the following:
SECTION 5.16. INVESTMENTS.
From and after the Amendment Date, neither the
Borrower nor any of its Subsidiaries shall make Investments in
any Person except (i) loans or advances to officers, directors
and employees (1) for relocation expenses in connection with
the Restructuring Program and (2) for other purposes not
exceeding $3,000,000 in the aggregate principal amount
outstanding at any time, in each case made in the ordinary
course of business in accordance with historical practices
existing on the Closing Date; (ii) deposits required by
government agencies or public utilities (including pertaining
to taxes and other similar charges), (iii) Investments in
direct obligations of the United States Government or any
agency thereof maturing within one year after the date of
Investment, (iv) Investments in certificates of deposit issued
by a commercial bank whose credit is satisfactory to the
Administrative Agent and in certificates of deposit issued by
any banking subsidiary of Wachovia Corporation, AmSouth
Bancorporation, SunTrust Banks, Inc., SouthTrust Corporation,
Regions Financial Corporation, Synovus Financial Corporation,
Aliant National Corporation, Comerica Bank, The Chase
Manhattan Bank, First Union National Bank or any Person who
succeeds to all, or substantially all, of the assets or
business of any thereof, (v) Investments in commercial paper
rated A1 or the equivalent thereof by S&P or P1 or the
equivalent thereof by Moody's and in either case maturing
within 270 days after the date of acquisition, (vi)
Investments in tender bonds the payment of the principal of
and interest on which is fully supported by a letter of credit
issued by a United States bank whose long-term certificates of
deposit are rated at least AA or the equivalent thereof by S&P
and Aa or the equivalent thereof by Moody's, (vii) Investments
in variable rate demand bonds maturing or with optional puts
within one year or less from the date of acquisition thereof,
which, at the time of acquisition by the Borrower or
Subsidiary, are rated not lower than A or A-1 by S&P and not
lower than A2 or P-1 by Moody's, (viii) intercompany loans to
the Borrower, DeSoto and Cross Creek, and
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(ix) other Investments made on a cumulative basis since the
Closing Date which do not at any time exceed an aggregate
amount outstanding of $2,000,000.
n. By deleting Section 5.17 in its entirety and by
substituting in lieu thereof the following:
SECTION 5.17. PERMITTED LIENS AND DEBT.
The Borrower will not, nor will it permit any
Consolidated Subsidiary to, create, assume or suffer to exist
any Lien upon any Properties now owned or hereafter acquired
by the Borrower or such Subsidiary or incur Debt, except as
follows:
(a) any Lien or Debt that is in existence on the
Amendment Date and that is described on Schedule 5.17 hereof;
(b) any Lien existing on any specific fixed asset of
any corporation at the time such corporation becomes a
Consolidated Subsidiary and not created in contemplation of
such event;
(c) any Lien on any specific fixed asset securing
Debt incurred or assumed for the purpose of financing all or
any part of the cost of acquiring, constructing or improving
such asset, provided that such Lien attaches to such asset
concurrently with or within 6 months after the acquisition,
completion, construction or improvement thereof;
(d) any Lien on any specific fixed asset of any
corporation existing at the time such corporation is merged or
consolidated with or into the Borrower or a Consolidated
Subsidiary and not created in contemplation of such event;
(e) any Lien existing on any specific fixed asset
prior to the acquisition thereof by the Borrower or a
Consolidated Subsidiary and not created in contemplation of
such acquisition;
(f) any Lien securing Debt owing by any Subsidiary to
the Borrower or to any Wholly Owned Subsidiary;
(g) any Lien arising out of the refinancing,
extension, renewal or refunding of any Debt secured by any
Lien permitted by any of the foregoing paragraphs of this
Section, provided that (i) such Debt is not secured by any
additional assets, and (ii) the amount of such Debt secured by
any such Lien is not increased;
(h) any statutory Lien (other than a Lien arising
under ERISA or for past due taxes) incidental to the conduct
of its business or the ownership of its assets which (i) does
not secure Debt, (ii) if such Lien attaches to or otherwise
affects any of the Collateral, such Lien is at all times
junior in right and priority to the Liens that may be granted
in favor of any Bridge Loan Agent under the Bridge Loan
Documents, no enforcement or foreclosure proceedings in
respect of such
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statutory Lien are commenced, and any indebtedness secured by
such Lien is not past due or payable (unless such indebtedness
is being actively contested in good faith and by appropriate
proceedings), and (iii) does not in the aggregate materially
detract from the value of its assets or materially impair the
use thereof in the operation of its business;
(i) any Lien on Margin Stock;
(j) any Debt incurred under and any Lien in favor of
the Bridge Loan Agent pursuant to the Bridge Loan Documents;
(k) any Debt incurred under and any Lien granted to
secure Debt outstanding under the Loan Documents, the Note
Agreements, the SunTrust Loan Agreement and, to the extent
permitted by applicable law, the "Elcatex Guaranty" (as
defined on Schedule 5.17) and the "Chase Swaps" (as defined on
Schedule 5.17), provided that such Liens are at all times
junior in right and priority to the Liens in favor of Bridge
Loan Agent with respect to the Collateral and are in all
events governed by the terms of an intercreditor agreement
duly executed by Bridge Loan Agent and each of the holders of
such other Liens;
(l) Debt constituting Obligations;
(m) Debt of the Borrower to a Consolidated Subsidiary
and Debt of a Consolidated Subsidiary to the Borrower or
another Consolidated Subsidiary; and
(n) Liens granted by the Borrower, Cross Creek and
DeSoto to Russell Financial pursuant to the Receivables
Purchase Documents.
o. By deleting Section 5.18 in its entirety and by
substituting in lieu thereof the following:
SECTION 5.18. RESTRICTIVE AGREEMENTS.
The Borrower shall not, nor shall it permit any
Subsidiary to, enter into or become a party to any Restrictive
Agreement; provided, however, that the foregoing shall not
apply to (i) Restrictive Agreements existing on the Amendment
Date and identified on Schedule 5.18 (but shall apply to any
amendment or modification expanding the scope of any
restriction or condition contained in any such Restrictive
Agreement), (ii) restrictions or conditions imposed by any
Restrictive Agreement evidencing or governing secured Debt
that is permitted by this Agreement if such restrictions or
conditions apply only to the Properties securing such Debt and
(iii) customary provisions in leases and other contracts
restricting the assignment thereof.
p. By deleting Section 5.21 in its entirety and by
substituting in lieu thereof the following:
SECTION 5.21. MINIMUM CONSOLIDATED TANGIBLE NET
WORTH.
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Consolidated Tangible Net Worth will at no time be
less than $465,000,000 plus the sum of (i) 50% of the
cumulative Reported Net Income of the Borrower and its
Consolidated Subsidiaries during any period after the end of
any Fiscal Quarter following the Amendment Date (taken as one
accounting period), calculated quarterly at the end of each
Fiscal Quarter but excluding from such calculations of
Reported Net Income for purposes of this clause (i), any
Fiscal Quarter in which the Reported Net Income of the
Borrower and its Consolidated Subsidiaries is negative, and
(ii) 100% of the cumulative Net Proceeds of Capital Stock
received during any period after the Amendment Date,
calculated quarterly at the end of each Fiscal Quarter.
q. By adding a new Section 5.24, to read as follows:
SECTION 5.24. MAXIMUM CONSOLIDATED TOTAL DEBT.
The amount of Consolidated Total Debt shall not
exceed $650,000,000 at any time from the Amendment Date
through September 17, 2001.
r. By deleting paragraph (b) Section 6.01 in its entirety and
by substituting in lieu thereof the following:
(b) the Borrower shall fail to observe or perform any
covenant contained in Sections 5.01(e), 5.01(i), 5.02(ii),
5.03 through 5.06, inclusive, Section 5.15 or Sections 5.20
through 5.24, inclusive; or
s. By deleting all references to "$10,000,000" in Section 6.01
and by substituting "$5,000,000" in lieu thereof.
t. By placing a semi-colon (;) followed by the word "or" at
the end of paragraph (l) of Section 6.01 and by adding to Section 6.01
new paragraphs (m) and (n) , to read as follows:
(m) any Event of Default under (and as defined in)
the Bridge Loan Agreement shall occur or exist; or
(n) the parties hereto shall not have executed, on or
before September 17, 2001, an amendment and restatement of
this Agreement by which, among other things, Liens shall be
granted by the Borrower and each Significant Domestic
Subsidiary in substantially all of their assets to secure all
Obligations under the this Agreement (which Liens shall, in
all events, be subordinate and junior to the Liens, if any, in
favor of Bridge Loan Agent with respect to the Collateral).
u. By adding Schedules 5.17 and 5.18 hereto as Schedules to
the Credit Agreement.
3. ADDITIONAL COVENANTS. To induce Agents and Banks to enter into this
Amendment and to give the waiver set forth in Section 4 of this Amendment,
Russell shall, (i) on or before September 17, 2001, execute and deliver, and
cause each Significant Domestic Subsidiary to execute and deliver, to a
collateral agent designated by the Banks, for the benefit of the Banks, an
unconditional guaranty of payment of the Obligations and such instruments and
agreements as may be requested by Administrative Agent and Banks
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to create and perfect a first priority security interest in and Lien upon all
real and personal assets of the Borrower and each Significant Domestic
Subsidiary (subject to no Liens except Liens permitted under Section 5.17 of the
Credit Agreement), whether tangible or intangible and wherever located (but only
to the extent that such assets are located in the United States), to secure the
payment and performance of the Obligations, and (ii) use its best efforts to
file on or before October 1, 2001, with the United States Securities and
Exchange Commission preliminary proxy materials relating to a special meeting of
shareholders of Russell at which meeting the shareholders of Russell will be
asked to approve actions which, if approved and implemented, would permit
Russell to grant Liens for the benefit of the Debt represented by the Elcatex
Guaranty and the Chase Swaps on the same basis as such Liens are to be granted
with respect to the Debt owing under the Credit Agreement, the Note Agreements
and the SunTrust Agreement, and will thereafter use its best efforts to cause
such special meeting of shareholders to be held, the actions to be presented for
approval by the shareholders at such meeting to be approved and become
effective, and such Liens to be granted, on or before December 31, 2001. The
Borrower's failure to comply with either of the foregoing covenants shall
constitute an Event of Default.
4. LIMITED WAIVER OF COMPLIANCE WITH SPECIFIED COVENANTS. Borrower has
represented to the Administrative Agent and Banks that Borrower has obtained, or
expects to obtain, from all of the requisite parties under the Note Agreements
and the SunTrust Loan Agreement an agreement to waive compliance with the
covenants set forth in Sections 5.7(a)(3), 5.8, 5.11, 5.12 and 5.13
(collectively the "Specified Covenants") and the provisions in the SunTrust Loan
Agreement incorporating by reference the Specified Covenants, in each case for
the period ending September 17, 2001. Subject to Borrower's receipt of the
foregoing waivers (other than the waivers with respect to the 1992 Note
Agreements), the Administrative Agent and Banks hereby agree, effective as of
June 30, 2001, (i) to waive any Event of Default that may have occurred under
Section 6.01(d) of the Credit Agreement solely on account of any failure of the
Borrower to notify Administrative Agent and Banks of defaults that may have
existed under Section 5.7(a)(3), 5.11 and 5.12 of the Notes Agreements which, in
any event, are being waived on the date hereof by the requisite parties under
the Note Agreements (other than the requisite parties under the 1992 Note
Agreements) and the SunTrust Loan Agreement, (ii) to waive compliance with the
requirements of Section 5.05 for the period ending September 17, 2001, but only
to the extent the failure to comply with such section relates to intercompany
factoring and sales transactions with respects to accounts receivable of the
Borrower and its Subsidiaries, and (iii) to waive compliance with the
requirements of Sections 5.20 and 5.22 with respect to the quarter ending on
June 30, 2001 and the period ending on September 17, 2001.
5. RATIFICATION AND REAFFIRMATION. The Borrower hereby ratifies and
reaffirms the Obligations, each of the Loan Documents and all of the Borrower's
covenants, duties, indebtedness and liabilities under the Loan Documents.
6. ACKNOWLEDGMENTS AND STIPULATIONS. Borrower acknowledges and
stipulates that the Credit Agreement and the other Loan Documents executed by
Borrower are legal, valid and binding obligations of Borrower that are
enforceable against Borrower in accordance with the terms thereof; all of the
Obligations outstanding under the Credit Agreement are owing and payable without
defense, offset or counterclaim (and to the extent there exists any such
defense, offset or counterclaim on the date hereof, the same is hereby waived by
Borrower); and the unpaid principal amount of the Loans on and as of the close
of business on July 25, 2001, totaled $227,736,000.
7. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to
Administrative Agent and Banks, to induce Administrative Agent and Banks to
enter into this Amendment, that, after giving effect to the provisions of
Section 4 hereof, no Default or Event of Default exists on the date hereof; the
execution, delivery and performance of this Amendment have been duly authorized
by all requisite corporate
- 12 -
action on the part of Borrower and this Amendment has been duly executed and
delivered by Borrower; and all of the representations and warranties made by
Borrower in the Credit Agreement are true and correct on and as of the date
hereof.
8. 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 amended by this Amendment.
9. BREACH OF AMENDMENT. This Amendment shall be part of the Credit
Agreement and a breach of any of any representation, warranty or covenant herein
shall constitute an Event of Default.
10. CONDITIONS PRECEDENT. The effectiveness of the provisions of
Sections 2 and 4 hereof are contingent upon the Borrower's receipt, from the
requisite parties under the Note Agreements and the SunTrust Loan Agreement, a
waiver of compliance with the Specified Covenants for the period ending
September 17, 2001, all in form and substance satisfactory to the Administrative
Agent.
11. EXPENSES OF ADMINISTRATIVE AGENT. Borrower agrees to pay, on
demand, all costs and expenses incurred by Administrative Agent in connection
with the preparation, negotiation and execution of this Amendment and any other
Loan Documents and any and all amendments, modifications and supplements
thereto, including, without limitation, the costs and fees of Administrative
Agent's legal counsel and any expenses associated with or incurred in connection
with the drafting of any instrument or agreement referred to herein or
contemplated hereby.
12. EFFECTIVENESS; GOVERNING LAW. This Amendment shall be effective
upon acceptance by Administrative Agent and Banks in Atlanta, Georgia (notice of
which acceptance is hereby waived by the Borrower), whereupon the same shall be
deemed a contract made in Georgia and shall be governed by and construed in
accordance with the internal laws of the State of Georgia.
13. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.
14. NO NOVATION, ETC. Except as otherwise expressly provided in this
Amendment, nothing herein shall be deemed to amend or modify any provision of
the Credit Agreement or any of the other Loan Documents, each of which shall
remain in full force and effect. This Amendment is not intended to be, nor shall
it be construed to create, a novation or accord and satisfaction, and the Credit
Agreement as herein modified shall continue in full force and effect.
15. COUNTERPARTS; TELECOPIED SIGNATURES. This Amendment may be executed
in any number of counterparts and by different parties to this Amendment on
separate counterparts, each of which, when so executed, shall be deemed an
original, but all such counterparts shall constitute one and the same agreement.
Any signature delivered by a party by facsimile transmission shall be deemed to
be an original signature hereto.
16. FURTHER ASSURANCES. Borrower agrees to take such further actions as
the Administrative Agent shall reasonably request from time to time in
connection herewith to evidence or give effect to the amendments set forth
herein or any of the transactions contemplated hereby.
- 13 -
17. SECTION TITLES. Section titles and references used in this
Amendment shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreements among the parties hereto.
18. RELEASE OF CLAIMS. TO INDUCE ADMINISTRATIVE AGENT AND BANKS TO
ENTER INTO THIS AMENDMENT, BORROWER HEREBY RELEASES, ACQUITS AND FOREVER
DISCHARGES THE ADMINISTRATIVE AGENT AND EACH BANK, AND ALL OFFICERS, DIRECTORS,
AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS OF THE ADMINISTRATIVE AGENT AND EACH
BANK, FROM ANY AND ALL LIABILITIES, CLAIMS, DEMANDS, ACTIONS OR CAUSES OF ACTION
OF ANY KIND OR NATURE (IF THERE BE ANY), WHETHER ABSOLUTE OR CONTINGENT,
DISPUTED OR UNDISPUTED, AT LAW OR IN EQUITY, OR KNOWN OR UNKNOWN, THAT BORROWER
NOW HAS OR EVER HAD AGAINST THE ADMINISTRATIVE AGENT OR ANY BANK ARISING UNDER
OR IN CONNECTION WITH ANY OF THE LOAN DOCUMENTS. BORROWER REPRESENTS AND
WARRANTS TO ADMINISTRATIVE AGENT AND BANKS THAT BORROWER HAS NOT TRANSFERRED OR
ASSIGNED TO ANY PERSON ANY CLAIM THAT BORROWER EVER HAD OR CLAIMED TO HAVE
AGAINST THE ADMINISTRATIVE AGENT OR ANY BANK.
19. WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, THE PARTIES HERETO EACH HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY
ACTION, SUIT, COUNTERCLAIM OR PROCEEDING ARISING OUT OF OR RELATED TO THIS
AMENDMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed under seal in Atlanta, Georgia, and delivered by their respective
duly authorized officers on the date first written above.
BORROWER:
RUSSELL CORPORATION
By:_________________________________
Name:____________________________
Title:___________________________
3300 Cumberland Boulevard
Suite 800
Atlanta, Georgia 30339
Attention: Chief Financial Officer
Telecopier number: 678-742-8995
Confirmation number: 678-742-8100
RUSSELL EUROPE LIMITED
By:_________________________________
Name:____________________________
Title:___________________________
c/o Russell Corporation
3300 Cumberland Boulevard
Suite 800
Atlanta, Georgia 30339
Attention: Chief Financial Officer
Telecopier number: 678-742-8995
Confirmation number: 678-742-8100
[Signatures continue on the following page]
- 14 -
ACCEPTED IN ATLANTA, GEORGIA:
----------------------------
WACHOVIA BANK, N.A.,
AS ADMINISTRATIVE AGENT AND AS A BANK
By: ________________________________
Title:____________________________
Lending Office:
191 Peachtree Street, N.E.
Atlanta, Georgia 30303-1757
Attention: Syndications Group
Telecopier number: 404-332-1394
Confirmation number: 404-332-6971
SUNTRUST BANK,
AS SYNDICATION AGENT AND AS A BANK
By: ________________________________
Title:_______________________
Lending Office:
303 Peachtree Street, Third Floor
Atlanta, Georgia 30303
Attention: David Penter
Telecopier number: 404-575-2594
Confirmation number: 404-588-8658
FIRST UNION NATIONAL BANK,
AS DOCUMENTATION AGENT AND AS A BANK
By:_________________________________
Title:________________________
Lending Office:
301 South College Street
Charlotte, North Carolina 28288
Attention: Gary Burkhart
Telecopier number: 704-383-7999
Confirmation number: 704-374-6613
[Signatures continue on the following page]
- 15 -
AMSOUTH BANK, AS A BANK
By:_________________________________
Title:_____________________________
Lending Office:
1900 Fifth Avenue North
Birmingham, Alabama 35203
Attention: Edward Hutton
Telecopier number: 205-581-7578
Confirmation number: 205-583-4522
THE CHASE MANHATTAN BANK, AS A BANK
By:_________________________________
Title: _______________________
Lending Office:
1411 Broadway, 5th Floor
New York, New York 10018
Attention: Carrie Tio
Telecopier number: 212-391-2711
Confirmation number: 212-391-7283
ALIANT BANK, AS A BANK
By:_________________________________
Title:________________________
Lending Office:
200 Aliant Parkway
Alexander City, Alabama 35010
Attention: John J. Thomas
Telecopier number: 205-408-2002
Confirmation number: 205-408-2003
COMERICA BANK, AS A BANK
By:_________________________________
Title:________________________
Lending Office:
500 Woodward Avenue
Mail Code 3280
Detroit, Michigan 48226
Attention: Danielle Butler
Telecopier number: 313-222-3330
Confirmation number: 313-222-6122
- 16 -
SCHEDULE 5.17
to First Amendment to Credit Agreement - Continued
PERMITTED LIENS AND DEBTS
1. UCC Financing Statements
- --------------------------------------------------------------------------------------------------------------------
DEBTOR SECURED PARTY JURISDICTION FILE NUMBER FILE DATE COLLATERAL
- --------------------------------------------------------------------------------------------------------------------
Cross Creek Pitney Bowes North Carolina 001490763 8/11/97 Specified
Apparel, Inc. Credit Secretary of Equipment
Corporation State
- --------------------------------------------------------------------------------------------------------------------
Cross Creek Associates North Carolina 19980038254 6/23/98 Specified
Apparel, Inc. Leasing, Inc. Secretary of Equipment
State
- --------------------------------------------------------------------------------------------------------------------
Cross Creek Telimagine, Inc. North Carolina 20000008199 1/24/00 Specified
Apparel, Inc. Secretary of Equipment
Assignee: State
Conseco
Finance Vendor
Services
Corporation
Assigned to
Wells Fargo
Financial
Leasing, Inc.
- --------------------------------------------------------------------------------------------------------------------
Cross Creek Pitney Bowes North Carolina 20000035920 4/7/00 Specified
Apparel Credit Secretary of equipment
Corporation State
- --------------------------------------------------------------------------------------------------------------------
Cross Creek Western North Carolina 20000123088 12/20/00 Specified
Apparel, Inc. Carolina Secretary of equipment and
Forklift, Inc. State all attachments
Assignee: and parts.
The CIT Group
/ Equipment
Financing, Inc.
- --------------------------------------------------------------------------------------------------------------------
Cross Creek Associates Surry County, 98-001171 6/24/98 Specified
Apparel, Inc. Leasing, Inc. North Carolina Equipment
- --------------------------------------------------------------------------------------------------------------------
Cross Creek Vanguard Surry County, 00-000893 4/12/00 Specified
Apparel Supreme North Carolina Equipment
- --------------------------------------------------------------------------------------------------------------------
Cross Creek Western Surry County, 00-002495 12/20/00 Specified
Apparel, Inc. Carolina North Carolina Equipment
Forklift, Inc.
Assignee: The
CIT Group /
Equipment
Financing, Inc.
- --------------------------------------------------------------------------------------------------------------------
- 17 -
- --------------------------------------------------------------------------------------------------------------------
Debtor Secured Party Jurisdiction File Number File Date Collateral
- --------------------------------------------------------------------------------------------------------------------
Russell Thompson Mississippi 01450813 7/17/00 Specified
Corporation - Tractor Co., Inc. Secretary of Equipment
Jerzees Mossy State
Oak Apparel Co
- --------------------------------------------------------------------------------------------------------------------
Russell Thompson Mississippi, 00-775 7/5/00 Specified
Corporation - Tractor Co. Inc. Clay County Equipment
Jerzees Mossy
Oak Apparel Co
- --------------------------------------------------------------------------------------------------------------------
Russell Corp Pitney Bowes Alabama B96-37418FS 9/9/96 Leased
Credit Secretary of Equipment
Corporation State
Russell Thompson Alabama B96-47316FS 11/12/96 Specified
Corporation - Tractor Co., Inc. Secretary of Equipment
DC Mont. State
- --------------------------------------------------------------------------------------------------------------------
Russell Thompson Alabama B96-50308FS 12/2/96 Specified
Corporation - Tractor Co., Inc. Secretary of Equipment
DC Mont. State
- --------------------------------------------------------------------------------------------------------------------
Russell SunTrust Bank, Alabama B97-24882FS 6/11/97 Fixtures and
Corporation and Atlanta Secretary of Equipment
Industrial State relating to
Development industrial
Board of the revenue bond
City of Ashland,
Alabama
- --------------------------------------------------------------------------------------------------------------------
Russell Caterpillar Alabama B99-09151FS 3/3/99 Leased
Corporation Financial Secretary of Equipment
Services State
Corporation
- --------------------------------------------------------------------------------------------------------------------
Russell First Alabama Alabama B99-12512FS 3/23/99 Fixtures, Rights
Corporation Bank (now Secretary of and Revenues
Regions Bank) State relating to bond
- --------------------------------------------------------------------------------------------------------------------
Russell Caterpillar Alabama B1999-25870FS 6/17/99 Leased
Corporation Financial Secretary of Equipment
Services State
Corporation
- --------------------------------------------------------------------------------------------------------------------
Russell Tubular Textile Alabama B1999-32512FS 8/4/99 Specified
Corporation LLC Secretary of Equipment
State
- --------------------------------------------------------------------------------------------------------------------
Russell Tubular Textile Alabama B1999-32513FS 8/4/99 Specified
Corporation LLC Secretary of Equipment
State
- --------------------------------------------------------------------------------------------------------------------
- 18 -
- --------------------------------------------------------------------------------------------------------------------
Debtor Secured Party Jurisdiction File Number File Date Collateral
- --------------------------------------------------------------------------------------------------------------------
Russell EMC Alabama B1999-41255FS 10/4/99 Specified
Corporation Corporation Secretary of Equipment
Assignee: MLC State
Group, Inc.
Assigned to
Wachovia
Leasing
Corporation
- --------------------------------------------------------------------------------------------------------------------
Russell Corp IBM Credit Alabama B2000-00677FS 1/5/00 Leased
Corporation Secretary of Equipment
State
- --------------------------------------------------------------------------------------------------------------------
Russell Fleet Leasing Alabama B2000-03091FS 1/20/00 Leased
Corporation Corporation Secretary of Equipment
State
- --------------------------------------------------------------------------------------------------------------------
Russell Schlafhorst Inc. Alabama B2000-09605FS 3/7/00 Specified
Corporation Secretary of Equipment
State
Russell Pitney Bowes Alabama B2000-09862FS 3/8/00 Leased
Corporation Credit Secretary of Equipment
Corporation State
- --------------------------------------------------------------------------------------------------------------------
Russell Corp IBM Credit Alabama B2000-13880FS 4/6/00 Leased
Corporation Secretary of Equipment
State
- --------------------------------------------------------------------------------------------------------------------
Russell Computer Sales Alabama B2000-14937FS 4/13/00 Leased
Corporation International, Secretary of Equipment
Inc. State
- --------------------------------------------------------------------------------------------------------------------
Russell Computer Sales Alabama B2000-18412FS 5/8/00 Leased
Corporation International, Secretary of Equipment
Inc. State
- --------------------------------------------------------------------------------------------------------------------
Russell Computer Sales Alabama B2000-26726FS 6/30/00 Leased
Corporation International, Secretary of Equipment
Inc. State
- --------------------------------------------------------------------------------------------------------------------
Russell Computer Sales Alabama B2000-28545FS 7/17/00 Leased
Corporation International, Secretary of Equipment
Inc. State
- --------------------------------------------------------------------------------------------------------------------
Russell Tubular Textile Alabama B2000-33671FS 8/21/00 Specified
Corporation LLC Secretary of Equipment
State
- --------------------------------------------------------------------------------------------------------------------
Debtor Secured Party Jurisdiction File Number File Date Collateral
Russell Tubular Textile Alabama B2000-33672FS 8/21/00 Specified
Corporation LLC Secretary of Equipment
State
- --------------------------------------------------------------------------------------------------------------------
Russell Tubular Textile Alabama B2000-33673FS 8/21/00 Specified
Corporation LLC Secretary of Equipment
State
- --------------------------------------------------------------------------------------------------------------------
- 19 -
- --------------------------------------------------------------------------------------------------------------------
Debtor Secured Party Jurisdiction File Number File Date Collateral
- --------------------------------------------------------------------------------------------------------------------
Russell Tubular Textile Alabama B2000-33674FS 8/21/00 Specified
Corporation LLC Secretary of Equipment
State
- --------------------------------------------------------------------------------------------------------------------
Russell D & G Dyes, Alabama B2000-33854FS 8/22/00 All inventory
Corporation Inc. Secretary of sold to Debtor
State by Secured
Party and all
proceeds and
products thereof
- --------------------------------------------------------------------------------------------------------------------
Russell Fleet Leasing Alabama B2000-41151FS 10/17/00 Leased
Corporation Corporation Secretary of Equipment
State
- --------------------------------------------------------------------------------------------------------------------
Russell Fleet Leasing Alabama B2000-41152FS 10/17/00 Leased
Corporation Corporation Secretary of Equipment
State
- --------------------------------------------------------------------------------------------------------------------
Russell Fleet Leasing Alabama B2000-46919FS 12/4/00 Leased
Corporation Corporation Secretary of Equipment
State
- --------------------------------------------------------------------------------------------------------------------
Russell Fleet Leasing Alabama B2000-46921FS 12/4/00 Leased
Corporation Corporation Secretary of Equipment
State
- --------------------------------------------------------------------------------------------------------------------
Russell Fleet Capital Alabama B2001-05109FS 2/6/01 Leased
Corporation Leasing - Secretary of Equipment
Technology State
Finance
- --------------------------------------------------------------------------------------------------------------------
Russell Fleet Capital Alabama B2001-05212FS 2/7/01 Leased
Corporation Leasing - Secretary of Equipment
Technology State
Finance
- --------------------------------------------------------------------------------------------------------------------
Russell Fleet Capital Alabama B2001-09815FS 3/13/01 Leased
Corporation Leasing Secretary of Equipment
Technology State
Finance
- --------------------------------------------------------------------------------------------------------------------
Russell Fleet Capital Fulton County, 0602001002971 2/13/01 Specified
Corporation Leasing Georgia Equipment
Technology
Finance
- --------------------------------------------------------------------------------------------------------------------
- 20 -
- --------------------------------------------------------------------------------------------------------------------
Debtor Secured Party Jurisdiction File Number File Date Collateral
- --------------------------------------------------------------------------------------------------------------------
Russell Fleet Capital Fulton County, 0602001002972 2/13/01 Specified
Corporation Leasing Georgia Equipment
Technology
Finance
- --------------------------------------------------------------------------------------------------------------------
Russell Fleet Capital Fulton County, 0602001002973 2/13/01 Specified
Corporation Leasing Georgia Equipment
Technology
Finance
- --------------------------------------------------------------------------------------------------------------------
Russell Fleet Leasing Fulton County, 0602000005134 3/20/00 Specified
Corporation Corporation Georgia Equipment
- --------------------------------------------------------------------------------------------------------------------
Russell Fleet Leasing Fulton County, 0602000005074 3/20/00 Specified
Corporation Corporation Georgia Equipment
- --------------------------------------------------------------------------------------------------------------------
Russell Fleet Leasing Fulton County, 0602000001044 1/14/00 Specified
Corporation Corporation Georgia Equipment
- --------------------------------------------------------------------------------------------------------------------
Russell Fleet Leasing Fulton County, 0601999020368 10/20/99 Specified
Corporation Corporation Georgia Equipment
- --------------------------------------------------------------------------------------------------------------------
Russell Crown Credit Muscogee 10695004422 10/19/95 Specified
Corporation Company County, Georgia Equipment
- --------------------------------------------------------------------------------------------------------------------
Russell Crown Credit Muscogee 10695004423 10/19/95 Specified
Corporation Company County, Georgia Equipment
- --------------------------------------------------------------------------------------------------------------------
Russell Development Muscogee 106-95-005244 12/22/95 Documents,
Corporation Authority of County, Georgia Goods, Fixtures,
Columbus, Minerals,
Georgia Proceeds
(Assignee: Continued on
Synovus Trust 12/15/00 with
Company) continuation
#106-00-003549
- --------------------------------------------------------------------------------------------------------------------
Russell Macpherson Muscogee 106-96-001012 3/8/96 This filing was
Corporation Meistergram, County, Georgia terminated on
Inc. 4/24/96 with
filing number
106-96-001656
- --------------------------------------------------------------------------------------------------------------------
The Russell First American Tennessee 961549999 11/27/96 Specified
Corporation National Bank Secretary of Equipment
State
- --------------------------------------------------------------------------------------------------------------------
Russell First American Tennessee 982009178 1/29/98 Specified
Corporation National Bank Secretary of Equipment
d/b/a State
Hubert Hodge
Printing Co.
- --------------------------------------------------------------------------------------------------------------------
The Russell Imation Tennessee 972064841 8/19/97 Leased
Corporation Financing Secretary of Equipment
Services State
- --------------------------------------------------------------------------------------------------------------------
2. Debt under Capital Leases and related Liens securing Debt of Borrower or Subsidiary
Industrial Development Board of Geneva, AL $2,575,000
Industrial Development Board of Columbia, AL $2,575,000
Industrial Development Board of Ashland, AL $1,800,000
- 21 -
3. Debt under Guarantee Agreement by the Borrower to SunTrust Bank of
loans by SunTrust to Elasticos Centroamericanos Textiles, S.A. de C.V. and
related ISDA Master Agreement pertaining to the related interest rate swap (the
"Elcatex Guaranty")
4. Guaranty of Subsidiary obligations to Bank of Scotland (the "Bank of
Scotland Guaranty")
5. Debt under certain foreign exchange forward rate agreements between
the Borrower and The Chase Manhattan Bank to hedge purchases of materials and
sales of products denominated in foreign currencies through September 30, 2002,
which will be documented with ISDA master agreements (the "Chase Swaps").
6. The Receivables Purchase Agreements.
- 22 -
SCHEDULE 5.18
to First Amendment to Credit Agreement
RESTRICTIVE AGREEMENTS
1. Bridge Loan Documents
2. The Loan Documents
3. The SunTrust Loan Agreement
4. The Note Agreements
5. Documents relating to the Elcatex Guaranty
6. Documents relating to the Bank of Scotland Guaranty
7. The Receivables Purchase Agreements
- 23 -