THIRD AMENDMENT
to
THIRD AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
dated as of March 10, 1994
This THIRD AMENDMENT (the "Amendment"), dated as of January 27,
1995, is by and among FIELDCREST CANNON, INC., a Delaware corporation (the
"Company"), the lenders listed on the signature pages hereto (the
"Lenders"), BANK OF AMERICA ILLINOIS (formerly known as Continental Bank
N.A.), CORESTATES BANK, N.A. (formerly known as Philadelphia National Bank)
and FIRST UNION NATIONAL BANK OF NORTH CAROLINA, as lead managers for the
Lenders (collectively, the "Lead Managers"), and THE FIRST NATIONAL BANK OF
BOSTON, as agent for the Lenders (the "Agent").
WHEREAS, the Company, the Lenders, the Lead Managers and the
Agent are parties to that certain Third Amended and Restated Revolving
Credit Agreement, dated as of March 10, 1994, as amended (as so amended,
the "Credit Agreement"); and
WHEREAS, the Company, the Lenders, the Lead Managers and the
Agent have agreed, subject to the terms and conditions set forth herein, to
amend certain provisions of the Credit Agreement as set forth herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
(section mark)1. CERTAIN DEFINED TERMS. Capitalized terms
which are used herein without definition and which are defined in
the Credit Agreement shall have the same meanings herein as in the
Credit Agreement.
(section mark)2. AMENDMENT TO CREDIT AGREEMENT.
(a) Section 1 of the Credit Agreement is hereby amended by
adding the following new definitions in the appropriate places in the
alphabetical sequence thereof:
Assignment of Acquisition Documents. The collateral
assignment of all of the Company's and Fieldcrest Sure Fit's
right, title and interest to and under the Sure Fit Acquisition
Documents, in form and substance satisfactory to the Lenders.
Fieldcrest Sure Fit. Fieldcrest Cannon Sure Fit, Inc.,
a Delaware corporation and wholly-owned Subsidiary of the
Company.
Fieldcrest Sure Fit Guaranty. The Guaranty, dated as
of January 27, 1995, from Fieldcrest Sure Fit to the Lenders and
the Agent and satisfactory to the Lenders and the Agent in all
respects, as the same may be amended and in effect from time to
time.
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Fieldcrest Sure Fit Security Agreement. The Security
Agreement, dated as of January 27, 1995, between Fieldcrest Sure
Fit and the Agent, for the benefit of the Lenders and the Agent,
and satisfactory to the Lenders and the Agent in all respects, as
the same may be amended and in effect from time to time.
Purchase Agreement. The Asset Purchase Agreement dated
as of January 20, 1995 by and among the Company, UTC Holdings,
Inc. and Bank of America Illinois, including all exhibits and
schedules thereto and any amendments thereto delivered to the
Agent prior to January 27, 1995, and assigned by the Company to
Fieldcrest Sure Fit pursuant to the Assignment and Assumption of
Purchase Agreement dated as of January 20, 1995 by and between
the Company and Fieldcrest Sure Fit.
Secured Guarantors. FCC Canada, Crestfield Cotton,
Encee, Fieldcrest Financing, Fieldcrest Licensing, Fieldcrest
Transportation and Fieldcrest Sure Fit.
Sure Fit Acquisition. The acquisition by Fieldcrest
Sure Fit, pursuant to the Sure Fit Acquisition Documents of
certain of the properties and assets used by UTC Holdings, Inc.
to conduct its business of manufacturing home furniture covers.
Sure Fit Acquisition Documents. The Purchase Agreement
and all other agreements and documents required to be entered
into or delivered pursuant to the Purchase Agreement or in
connection with the Sure Fit Acquisition.
(b) Section 1 of the Credit Agreement is hereby further
amended by deleting the definitions of Collateral, Revolving Credit
Commitment Amount, and Security Documents in their entirety, and
substituting therefor the following:
Accounts Receivable. All rights (provided, however,
that "bill and hold" items as reflected on the Company's and each
of the Secured Guarantors' books and records would be included
only to the extent of 87.5% thereof and "price load" items as
reflected on the Company's and each of the Secured Guarantors'
books and records would be eliminated in their entirety) to
payment for goods sold or for services rendered, in each case in
the ordinary course of business by or owing to the Company or any
of the Secured Guarantors which in accordance with Generally
Accepted Accounting Principles are properly classified as
accounts receivable; provided, however, that such rights would be
included only if:
(i) they are good and collectible and not subject to
setoff, claims by the account debtor or other offset of
any kind all as determined by the Company or such Secured
Guarantor, as applicable, in accordance with established
practices consistently applied;
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(ii) they are payable and outstanding not more than
thirty (30) days after the date on which payment is
required to be made in accordance with established
practices consistently applied; and
(iii) they are rights in which the Agent has a
valid and perfected first priority security interest
(unless such security interest has been released by the
Agent pursuant to (section mark)5(i) hereof).
In no event shall there be included in Accounts Receivable
any rights to payment arising from any source or under any
circumstances other than those specified above in this
definition. The Company and each of the Secured Guarantors
specifically acknowledges that the receivables carried on its
books as the following do not constitute Accounts Receivable:
(A) "other receivables consisting of product liability and
property tax amounts", (B) "master notes", representing amounts
due from finance companies, (C) "trade note receivables",
representing monies due from delinquent accounts set up on
extended payment term notes, and (D) "other receivables" or
"miscellaneous receivables", representing, but not limited to,
unbilled storage, vendor receivables and miscellaneous non-trade
sales.
Collateral. All of the property, rights and interests of
the Company, FCC Canada, Crestfield Cotton, Encee, Fieldcrest
Financing, Fieldcrest Licensing, Fieldcrest Transportation and
Fieldcrest Sure Fit that are or are intended to be subject to the
security interests created by the Security Documents.
Net Security Value of Inventory. The net value of inventory
of the Company and the Secured Guarantors (but excluding (i)
inventory of the Company or any of the Secured Guarantors which
is not located within the United States of America, (ii)
inventory as to which appropriate Uniform Commercial Code
financing statements showing the Company or a Secured Guarantor
as debtor and the Agent as secured party have not been filed in
the proper filing office or offices in order to perfect the
Agent's security interest therein (unless such security interests
have been released by the Agent pursuant to (section mark)5(i)
hereof), (iii) inventory of the Company or any of the Secured
Guarantors which is held by the Company or such Secured Guarantor on
property (other than retail stores) leased by the Company or such
Secured Guarantor unless the Agent has received (A) a waiver from the
lessor of such leased property and, if any, any sublessor
thereof, in form and substance satisfactory to the Agent or (B)
evidence satisfactory to the Agent that no such waiver is
required to assure the priority of the Agent's lien on such
inventory over any interest of such lessor or sublessor in such
inventory, and (iv) inventory which has been shipped to a
customer of the Company or such Secured Guarantor on a
consignment basis) at standard cost as determined utilizing the
"First-in First-out" method of accounting as reflected on the
Company's or such Secured Guarantor's books and records in
accordance with established practices consistently applied, less
50% of "work-in-process" as reflected in the Company's or such
Secured Guarantor's books and records, and less 100% of each of
(x) the amount included therein classified as "expense supplies",
(y) "markdown reserve inventory" and (z) "manufacturing
supplies", in each case as reflected on the Company's or such
Secured Guarantor's books and records, but in no event an amount
greater than $225,000,000.
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Revolving Credit Commitment Amount. $195,000,000, less the
aggregate amount, if any, by which the same has been reduced
pursuant to (section mark)2.4 hereof.
Security Documents. The Security Agreement, the Crestfield
Cotton Guaranty, the FCC Canada Guaranty, the Subsidiary
Guaranty, the Fieldcrest Financing Guaranty, the Fieldcrest
Licensing Guaranty, the Fieldcrest Transportation Guaranty, the
Fieldcrest Sure Fit Guaranty, the Crestfield Cotton Security
Agreement, the Subsidiary Security Agreement, the Encee Security
Agreement, the Fieldcrest Financing Security Agreement, the
Fieldcrest Licensing Security Agreement, the Fieldcrest
Transportation Security Agreement, the Fieldcrest Sure Fit
Security Agreement, the Assignment of Acquisition Documents, the
Trademark Assignment, the Fieldcrest Licensing Trademark
Assignment and the Agency Agreements, and any and all instruments
and documents required to be delivered pursuant thereto, in each
case as originally executed, or if amended, restated, modified or
supplemented, as so amended, restated, modified or supplemented.
(c) Section 5 of the Credit Agreement is hereby amended by
designating clause (h) thereof as clause (i) and inserting after clause (g)
thereof the following new clause:
(h) The Lender Obligations shall also be guaranteed by
Fieldcrest Sure Fit pursuant to the Fieldcrest Sure Fit Guaranty.
The obligations of Fieldcrest Sure Fit under the Fieldcrest Sure
Fit Guaranty shall be secured by a first lien on certain assets
of Fieldcrest Sure Fit, whether now owned or hereafter acquired
by Fieldcrest Sure Fit, pursuant to the terms of the Security
Documents to which Fieldcrest Sure Fit is a party.
(d) Section 6.7 of the Credit Agreement is hereby amended by
deleting the first sentence thereof in its entirety, and substituting
therefor the following:
Except for the assets of the Company and its Subsidiaries which
are held for sale on the Effective Date (as disclosed to the
Lenders prior to the Effective Date), the Company and its
Subsidiaries are engaged exclusively in the design, manufacture
and marketing of blankets, throws, bedspreads, sheets,
comforters, towels, bath rugs, shower curtains, bed accessories,
bath accessories, furniture throws, casual slipcovers,
traditional slipcovers and coordinated accessories, kitchen
textile products, sales yarn, greige goods, finished goods,
promotional textile products and material handling and storage
products and commission finishing of textile goods and in the
operation of retail stores with respect to the foregoing and
other businesses directly related thereto.
(e) Section 6 of the Credit Agreement is further amended by
inserting the following new subsection:
(section mark)6.25. Sure Fit Acquisition Documents.
The Company has heretofore furnished to the Agent true,
complete and correct copies of the Sure Fit
Acquisition Documents (including schedules, exhibits and
annexes thereto). None of the Sure Fit Acquisition
Documents has subsequently been amended,
supplemented, or modified (other than the amendments to
the Purchase Agreement delivered to the
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Agent on or prior to January 27, 1995) and constitute the
complete understanding among the parties thereto in
respect to the matters and transactions covered thereby.
The representations and warranties of the Seller (as
defined in the Purchase Agreement), the Company and
Fieldcrest Sure Fit contained in each of the Sure Fit
Acquisition Documents were true and correct in all material
respects when made and the Agent may rely on such
representations and warranties as if they were incorporated
herein.
(f) Section 7.3 of the Credit Agreement is hereby amended by
deleting the text of such section in its entirety, and substituting
therefor the following:
The Company shall use the proceeds of the Loans and obtain
Letters of Credit solely for general corporate purposes and to
finance the Sure Fit Acquisition, provided that the portion of
such proceeds used to finance the Sure Fit Acquisition shall not
exceed $30,000,000 in the aggregate.
(g) Section 8.3(d) of the Credit Agreement is hereby amended by
deleting the text of such section in its entirety, and substituting
therefor the following:
(d) Investments existing on the Effective Date in any
Person which is a Subsidiary of the Company or future Investments
in any such Person, provided that any such future Investments
shall be limited to loans to a Subsidiary evidenced by a
promissory note of such Subsidiary, that the aggregate of such
future Investments at any one time shall not exceed $20,000,000,
except that loans to any of the Secured Guarantors shall not be
subject to such dollar limitation, and that such promissory note
shall be pledged to the Agent on behalf of the Lenders and,
provided, further, that the sum of the aggregate principal amount
of Indebtedness of Amoskeag to the Company under (section
mark)8.1(g) hereof plus, without duplication, the aggregate amount
of Investments made by the Company in Amoskeag pursuant to
(section mark)(section mark)8.3(d) and (h) hereof shall not exceed
$5,000,000 at any time;
(h) Section 8.6 of the Credit Agreement is hereby amended by
inserting in the fourth line thereof after the words "(other than the
acquisition of assets in the ordinary course of business) except" the
clause "(A) the Sure Fit Acquisition and (B)".
(i) Schedule 1.1 to the Credit Agreement is hereby amended by
deleting such schedule in its entirety, and substituting therefor the
Schedule 1.1 attached hereto.
(j) Schedule 6.1 to the Credit Agreement is hereby amended by
deleting such schedule in its entirety, and substituting therefor the
Schedule 6.1 attached hereto.
(section mark)3. CONSENT. The Lenders hereby consent to
the assignment by the Company, on or prior to the date hereof, of the
Purchase Agreement and each of the other Sure Fit Acquisition
Documents to Fieldcrest Sure Fit, pursuant to the terms of the Credit
Agreement, as amended hereby, including without limitation the
condition that all assets constituting Collateral which are
transferred to Fieldcrest Sure Fit are and shall remain subject to the
first priority security interest of the Agent, for the benefit of the
Lenders and the Agent, granted pursuant to the Security Documents. The
Lenders further consent to the assignment by
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Fieldcrest Sure Fit, on or prior to the date hereof, of the
trademarks and trademark applications transferred to Fieldcrest Sure
Fit pursuant to the Sure Fit Acquisition Documents to Fieldcrest
Licensing, pursuant to the terms of the Assignment of Trademarks dated
as of January 20, 1995 by and between Fieldcrest Sure Fit and
Fieldcrest Licensing and the terms of the Credit Agreement, as
amended hereby, including without limitation the condition that all
assets constituting Collateral which are transferred to Fieldcrest
Licensing are and shall remain subject to the first priority security
interest of the Agent, for the benefit of the Lenders and the Agent,
granted pursuant to the Security Documents.
(section mark)4. AFFIRMATION BY THE COMPANY AND THE GUARANTORS.
(a) The Company hereby ratifies and confirms all of the Lender
Obligations, including, without limitation, the Loans, and the Company
hereby affirms its absolute and unconditional promise to pay to the Lenders
the Loans and all other amounts due under the Credit Agreement as amended
hereby. The Company hereby confirms that the Lender Obligations are and
remain secured pursuant to the Security Documents to which the Company is a
party.
(b) Each of Crestfield Cotton, FCC Canada, Encee, Fieldcrest
International, St. Mary's, Fieldcrest Transportation, Fieldcrest Financing
and Fieldcrest Licensing hereby acknowledges the provisions of this
Amendment and hereby reaffirms its absolute and unconditional guaranty of
the Company's payment and performance of the Lender Obligations to the
Banks as more fully described in the Guaranty to which such Person is a
party. Each of Crestfield Cotton, FCC Canada, Encee, Fieldcrest
Transportation, Fieldcrest Financing and Fieldcrest Licensing hereby
confirms that its obligations under the Guaranty to which it is a party are
and remain secured pursuant to the Security Documents to which it is a
party.
(section mark)5. REPRESENTATIONS AND WARRANTIES. The
Company hereby represents and warrants to the Lenders as follows:
(a) Representations and Warranties. The representations
and warranties contained in (section mark)6 of the Credit Agreement were
true and correct in all material respects when made. The
representations and warranties contained in (section mark)6 of the
Credit Agreement, as amended hereby, are true and correct on the date
hereof.
(b) Enforceability. The execution and delivery by the Company
of this Amendment and all other instruments and agreements required to be
executed and delivered by the Company in connection with the transactions
contemplated hereby or referred to herein (collectively, the "Amendment
Documents"), and the performance by the Company of the Amendment Documents
and the Credit Agreement, as amended hereby, are within the corporate
powers of the Company and have been duly authorized by all necessary
corporate action on the part of the Company. Each of the Amendment
Documents and the Credit Agreement, as amended hereby, are valid and
legally binding obligations of the Company, enforceable in accordance with
their terms, except as limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or affecting the enforcement of
creditors' rights in general.
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(c) No Default. No Default or Event of Default has occurred and
is continuing and no Default or Event of Default will exist after the
execution and delivery of this Amendment or after the consummation of the
transactions contemplated hereby.
(section mark)6. EFFECTIVENESS. This Amendment shall become
effective as of the date hereof upon satisfaction of each of the
conditions precedent set forth in this (section mark)6:
(a) Delivery. The Company, the Lenders and the
guarantors referred to in (section mark)3(b) hereof shall have
executed and delivered this Amendment.
(b) Restated A Notes. The Company shall have duly authorized,
executed and delivered to each of the Lenders a restated A Note in
substantially the form of Exhibit A attached hereto (collectively, the
"Restated A Notes"), with appropriate insertions, one Restated A Note being
payable to the order of each Lender in a principal amount equal to such
Lender's Commitment as amended hereby.
(c) Fieldcrest Sure Fit Documents. (i) Fieldcrest Sure Fit
shall have duly authorized, executed and delivered to the Lenders and the
Agent, as applicable, the Fieldcrest Sure Fit Guaranty and the Fieldcrest
Sure Fit Security Agreement.
(ii) Each of Fieldcrest Sure Fit and the Company shall have
executed and delivered the Assignment of Acquisition Documents
and the Seller (as defined in the Purchase Agreement) shall have
consented thereto.
(d) Pledged Stock and Intercompany Notes. The Company shall
have delivered to the Agent in pledge, for the benefit of the Agent and the
Lenders, (i) certificates for all shares of the capital stock of Fieldcrest
Sure Fit, together with stock powers duly executed by the Company in blank
and (ii) all promissory notes executed and delivered by Fieldcrest Sure Fit
on or prior to the date hereof in favor of the Company, endorsed in favor
of the Agent.
(e) Consummation of Sure Fit Acquisition; Sure Fit Acquisition
Documents. The Sure Fit Acquisition shall have been duly consummated on
the Closing Date in all materials respects in accordance with the Sure Fit
Acquisition Documents, and after giving effect thereto, Fieldcrest Sure Fit
shall own the assets conveyed to it therein free and clear of all liens,
security interests and encumbrances (other than as permitted under the
Credit Agreement). The purchase price of the assets acquired pursuant to
the Sure Fit Acquisition shall not exceed $30,000,000 in the aggregate.
The Company shall have furnished to the Agent true, correct and complete
copies of the Sure Fit Acquisition Documents.
(f) Consents, Etc. The Agent shall have received from the
Company and Fieldcrest Sure Fit evidence satisfactory to the Agent that all
necessary third party consents, approvals, authorizations, declarations or
filings including, to the extent needed, filings under the Hart-Scott-
Rodino Antitrust Improvements Act, and consents and approvals of any
creditors of the Company shall have been obtained or made.
(g) Validity of Liens. The Security Documents to which
Fieldcrest Sure Fit is a party shall be effective to create in favor of the
Agent, for the benefit of itself and the
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Lenders, a legal, valid and enforceable first security interest in
and lien upon the Collateral described therein. All filings,
recordings, deliveries of instruments and other actions necessary or
desirable in the opinion of the Agent to protect and preserve such
security interests shall have been duly effected The Agent shall
have received evidence thereof in form and substance
satisfactory to the Agent.
(h) Perfection Certificates and UCC Search Results.
The Agent shall have received from Fieldcrest Sure Fit a completed and
fully executed Perfection Certificate and the results of UCC searches with
respect to the Collateral, indicating no liens other than Permitted Liens
and otherwise in form and substance satisfactory to the Agent.
(i) Certified Copies of Corporate Documents.
Each of the Lenders shall have received from Fieldcrest Sure Fit a copy,
certified by a duly authorized officer of such Person to be true and
complete on the date hereof, of each of (i) its charter or other
incorporation documents as in effect on such date of certification, and
(ii) its by-laws as in effect on such date.
(j) Corporate Action.
All corporate action necessary for the valid execution, delivery and
performance by each of the Company and Fieldcrest Sure Fit of the Loan
Documents and the Sure Fit Acquisition Documents to which it is or is to
become a party shall have been duly and effectively taken, and evidence
thereof satisfactory to the Lenders shall have been provided to each of the
Lenders.
(k) Incumbency Certificate.
Each of the Lenders shall have received from Fieldcrest Sure Fit an
incumbency certificate, dated as of the date hereof, signed by a duly
authorized officer of Fieldcrest Sure Fit, and giving the name and bearing
a specimen signature of each individual who shall be authorized: (i) to
sign, in the name and on behalf of each of Fieldcrest Sure Fit, each of the
Loan Documents and the Sure Fit Acquisition Documents to which Fieldcrest
Sure Fit is or is to become a party; and (ii) to give notices and to take
other action on its behalf under the Loan Documents to which it is a party.
(l) Certificates of Insurance. The Agent shall have received
(i) a certificate of insurance from an independent insurance broker dated
as of the date hereof, identifying insurers, types of insurance, insurance
limits, and policy terms, and otherwise describing the insurance obtained
in accordance with the provisions of the Security Documents to which
Fieldcrest Sure Fit is a party and (ii) certified copies of all policies
evidencing such insurance (or certificates therefore signed by the insurer
or an agent authorized to bind the insurer).
(m) Opinions of Counsel. Each of the Lenders and the Agent
shall have received a favorable legal opinion addressed to the Lenders and
the Agent, dated as of the date hereof, in form and substance satisfactory
to the Lenders and the Agent, from M.K. Doss, general counsel to the
Company and its Subsidiaries. Each of the Lenders and the Agent shall have
received copies of the legal opinions delivered pursuant to the Sure Fit
Acquisition Documents, each providing that the Lenders and the Agent may
rely on such opinion.
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(n) Proceedings and Documents. All proceedings in connection
with the transactions contemplated by this Amendment and all documents
incident hereto shall be satisfactory in form and substance to the Agent,
and the Agent shall have received all information and such counterpart
originals or certified or other copies of such documents as the Agent may
reasonably request.
(section mark)7. CONCERNING THE RESTATED A NOTES. The
parties hereto hereby agree that from and after the delivery by the
Company of the Restated A Notes to the Lenders, such Restated A
Notes shall constitute the A Notes referred to in the Loan
Documents. Promptly upon the delivery to the Lenders of the
Restated A Notes, the Lenders shall return the superseded Restated A
Notes to the Company.
(section mark)8. MISCELLANEOUS PROVISIONS. (a) Except as
otherwise expressly provided by this Amendment, all of the terms,
conditions and provisions of the Credit Agreement shall remain the
same. It is declared and agreed by each of the parties hereto that
the Credit Agreement, as amended hereby, shall continue in full force
and effect, and that this Amendment and such Credit Agreement shall
be read and construed as one instrument. The consent granted
hereunder is limited to the specific matters referred to herein and
the Lenders shall not have any obligation to issue any further consent
with respect to the subject matter of this consent or any other
matter.
(b) This Amendment is intended to take effect as an agreement
under seal and shall be construed according to and governed by the laws of
the Commonwealth of Massachusetts.
(c) This Amendment may be executed in any number of
counterparts, but all such counterparts shall together constitute but one
instrument. In making proof of this Amendment it shall not be necessary to
produce or account for more than one counterpart signed by each party
hereto by and against which enforcement hereof is sought.
(d) The Company hereby agrees to pay to the Agent, on demand by
the Agent, all reasonable out-of-pocket costs and expenses incurred or
sustained by the Agent in connection with the preparation of this Amendment
and the documents referred to herein (including reasonable legal fees).
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IN WITNESS WHEREOF, the parties have executed this Third
Amendment as of the date first above written.
FIELDCREST CANNON, INC.
By:/s/ T. R. Staab
Title: Vice President and
Chief Financial Officer
THE FIRST NATIONAL BANK OF
BOSTON, as Agent
By:/s/ Mitchell B. Feldman
Title: Director
THE FIRST NATIONAL BANK OF
BOSTON
By:/s/ Mitchell B. Feldman
Title: Director
BANK OF AMERICA ILLINOIS,
individually and as Lead Manager
By:/s/ Wayne H. Riess
Title: Vice President
CORESTATES BANK, N. A.,
individually and as Lead Manager
By: /s/ James P. Richard
Title: Vice President
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FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, individually and as
Lead Manager
By:/s/ Richard J. Rizzo, Jr.
Title: Vice President
BANK OF MONTREAL
By:/s/ Michael J. Love
Title:
MELLON BANK, N. A.
By:/s/ Frederick W. Okie, Jr.
Title: Vice President
Each of the undersigned joins in this Third Amendment for
purposes of (section mark)3(b) hereof.
CRESTFIELD COTTON COMPANY
By:/s/ T. R. Staab
Title: Vice President
FCC CANADA, INC.
By:/s/ T. R. Staab
Title: Vice President
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ENCEE, INC.
By:/s/ T. R. Staab
Title: Vice President and Treasurer
FIELDCREST CANNON
INTERNATIONAL, INC.
By:/s/ T. R. Staab
Title: Vice President and Treasurer
ST. MARY'S, INC.
By:/s/ T. R. Staab
Title: Vice President and Treasurer
FIELDCREST CANNON
TRANSPORTATION, INC.
By:/s/ T. R. Staab
Title: President
FIELDCREST CANNON LICENSING,
INC.
By:/s/ John E. Setliff, Jr.
Title: Vice President
FIELDCREST CANNON FINANCING,
INC.
By:/s/ John E. Setliff, Jr.
Title: Vice President
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