AMENDMENT NO. 2
AMENDMENT NO. 2 ("this Amendment"), dated as of January 29,
1998, among Galey & Lord, Inc., a Delaware corporation ("Galey"), Galey & Lord
Industries, Inc., a Delaware corporation ("Industries"), G&L Service Company,
North America, Inc. ("Service Co."), Swift Textiles Inc., a Delaware corporation
("Textiles"), Swift Denim Services, Inc., a Delaware corporation ("Denim") and
First Union Corporation ("First Union"), as a Lender and as agent for the
Lenders (in such capacity, the "Agent") to the Senior Subordinated Credit
Agreement, dated as of December 19, 1997 among Industries, Galey, Service Co.,
the lenders named therein and First Union, as amended by Amendment No. 1, dated
January 29, 1998 among Galey, Industries, Service Co., and First Union (the
"Credit Agreement").
WHEREAS, Textiles and Denim have become domestic wholly-owned
subsidiaries of Galey pursuant to the Acquisition; and
WHEREAS, pursuant to the terms of the Credit Agreement,
Textiles and Denim are required to become Guarantors thereunder;
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereby agree
as follows:
Section 1. Ratification of the Credit Agreement. Galey,
Industries, Service Co. Textiles, Denim and First Union hereby ratify the Credit
Agreement, as amended and, to the extent of any inconsistencies, superseded
pursuant to Section 5 hereof.
Section 2. Defined Terms. Unless otherwise defined herein,
terms defined in the Credit Agreement shall have such defined meanings when used
herein.
Section 3. Guarantees. Each of Textiles and Denim hereby
agrees, by its execution hereof, to become a Guarantor under, and to be bound
by, the terms of the Credit Agreement and to execute a Notation of Guarantee
substantially in the form of Exhibit VII to the Credit Agreement to evidence its
Guarantee.
Section 4. Continuing Guarantee of Service Co. and Industries.
Service Co. and Industries hereby acknowledge, by their execution hereof, that
their Guarantees under the Credit Agreement continue without interruption.
Section 5. Amendments to the Credit Agreement: The Credit
Agreement is hereby amended and restated as follows:
(A) New Definitions: The following definitions are added to
the Credit Agreement:
"Denim" means Swift Denim Services, Inc., a Delaware
corporation.
"Textiles" means Swift Textiles Inc., a Delaware
corporation.
(B) Section 1.1. The following definition in the Credit
Agreement is amended and restated as follows:
"Guarantors" means Industries, Service Co., Textiles
and Denim and each future Wholly-Owned Subsidiary of the Company that
is organized under the laws of the United States or any state or
commonwealth thereof or under the laws of the District of Columbia.
Section 6. Counterparts. This Amendment and any amendments,
waivers, consents or supplements may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument. This Amendment shall
become effective upon the execution of a counterpart hereof by each of the
parties hereto, and delivery thereof to the Agent or, in the case of the
Lenders, written telex or facsimile notice or telephonic notification (confirmed
in writing) of such execution and delivery. The Agent will give the Company and
each Lender prompt notice of the effectiveness of this Agreement.
Section 7. Choice of Law. THIS AMENDMENT SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW.
2
IN WITNESS WHEREOF, the parties have caused this Amendment to
be duly executed and delivered as of the day and year first written above.
BORROWER
GALEY & LORD, INC.
By: /s/ Michael R. Harmon
Name: Michael R. Harmon
Title: Executive Vice President, Chief
Financial Officer, Treasurer and
Secretary
Notice Address:
7736 McCloud Road
One Triad Center, Suite 300
Greensboro, NC 27409
Attention: Michael R. Harmon
Telephone: (910) 665-3037
Telecopy (910) 665-3113
GUARANTORS:
GALEY & LORD INDUSTRIES, INC.
By: /s/ Michael R. Harmon
Name: Michael R. Harmon
Title: Executive Vice President, Chief
Financial Officer, Treasurer and
Secretary
Notice Address:
7736 McCloud Road
One Triad Center, Suite 300
Greensboro, NC 27409
Attention: Michael R. Harmon
Telephone: (910) 665-3037
Telecopy (910) 665-3113
G&L SERVICE COMPANY, NORTH AMERICA, INC.
By: /s/ Michael R. Harmon
Name: Michael R. Harmon
Title: President, Treasurer and Secretary
Notice Address:
7736 McCloud Road
One Triad Center, Suite 300
Greensboro, NC 27409
Attention: Michael R. Harmon
Telephone: (910) 665-3037
Telecopy (910) 665-3113
SWIFT TEXTILES INC.
By: /s/ Michael R. Harmon
Name: Michael R. Harmon
Title: Executive Vice-President
Notice Address:
7736 McCloud Road
One Triad Center, Suite 300
Greensboro, NC 27409
Attention: Michael R. Harmon
Telephone: (910) 665-3037
Telecopy (910) 665-3113
SWIFT DENIM SERVICES, INC.
By: /s/ Michael R. Harmon
Name: Michael R. Harmon
Title: Executive Vice-President
Notice Address:
7736 McCloud Road
One Triad Center, Suite 300
Greensboro, NC 27409
Attention: Michael R. Harmon
Telephone: (910) 665-3037
Telecopy (910) 665-3113
AGENT:
FIRST UNION CORPORATION
as agent
By: /s/ Steve Taylor
Name: Steve Taylor
Title:
Notice Address:
301 South College Street
Charlotte, NC 28288
Attention: Kevin Smith
Telephone: (704) 374-4702
Telecopy: (704) 383-9527
LENDERS:
FIRST UNION CORPORATION
By: /s/ Steve Taylor
Name: Steve Taylor
Title:
Notice Address:
301 South College Street
Charlotte, NC 28288
Attention: Kevin Smith
Telephone: (704) 374-4702
Telecopy: (704) 383-9527