EXHIBIT 10.30
FIFTH AMENDMENT TO
POST-PETITION CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO POST-PETITION CREDIT AGREEMENT (this "Amendment"),
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dated to be effective as of February 8, 2002, is entered into among PILLOWTEX
CORPORATION, PILLOWTEX, INC., PTEX HOLDING COMPANY, PILLOWTEX MANAGEMENT
SERVICES COMPANY, BEACON MANUFACTURING COMPANY, MANETTA HOME FASHIONS, INC.,
TENNESSEE WOOLEN MILLS, INC., FIELDCREST CANNON, INC., CRESTFIELD COTTON
COMPANY, ENCEE, INC., FCC CANADA, INC., FIELDCREST CANNON FINANCING, INC.,
FIELDCREST CANNON LICENSING, INC., FIELDCREST CANNON INTERNATIONAL, INC.,
FIELDCREST CANNON SF, INC. (formerly known as Fieldcrest Cannon Sure Fit, Inc.),
FIELDCREST CANNON TRANSPORTATION, INC., ST. MARYS, INC., AMOSKEAG MANAGEMENT
CORPORATION, DOWNEAST SECURITIES CORPORATION, BANGOR INVESTMENT COMPANY, MOORE'S
FALLS CORPORATION, THE LESHNER CORPORATION, LESHNER OF CALIFORNIA, INC., and
OPELIKA INDUSTRIES, INC. (collectively, the "Borrowers"), the institutions
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listed on the signature pages hereof that are parties to the Credit Agreement
defined below (collectively, the "Lenders"), and BANK OF AMERICA, N.A., as
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Administrative Agent for itself and the Lenders (in said capacity, the
"Administrative Agent").
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BACKGROUND
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A. The Borrowers, the Lenders and the Administrative Agent are parties to
that certain Post-Petition Credit Agreement, dated as of November 14, 2000 (as
amended through the date hereof, the "Credit Agreement"). Terms defined in the
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Credit Agreement and not otherwise defined herein shall be used herein as
defined in the Credit Agreement.
B. The Borrowers, the Lenders and the Administrative Agent desire to make
certain amendments to the Credit Agreement.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, the Borrowers,
the Lenders and the Administrative Agent covenant and agree as follows:
1. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is hereby amended
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as follows:
(a) Section 7.1 is amended by deleting the word, "and", immediately
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following the semi-colon in clause (n) thereof, deleting the period (".")
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at the end of clause (o) thereof and replacing it with the text, "; and",
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and adding a new clause (p) to such Section 7.1 immediately following
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clause (o) thereof, as follows:
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(p) as soon as practical, but in any event no later than 20
Business Days after the end of each fiscal month, a progress report in
respect of the Borrowers' restructuring of their bath division, in form and
detail satisfactory to the Administrative Agent, including without
limitation details regarding major tasks accomplished, amount of cash used
in connection therewith, and estimated time until completion of such
restructure.
(b) Section 8.15 is entirely amended, as follows:
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Section 8.15 Capital Expenditures. Make Capital Expenditures in
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excess of (a) $17,000,000 in the aggregate from November 14, 2001 through
the Scheduled Termination Date, and (b) $10,000,000 in the aggregate during
any fiscal quarter.
(c) Section 8.16 is entirely amended, as follows:
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Section 8.16 Asset Coverage Ratio. Permit, at any time, determined
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in accordance with GAAP on a consolidated basis for the Borrowers and their
Subsidiaries, the ratio of (a) the sum of (i) the net book value of
accounts receivable, plus (ii) the net book value of inventory, plus (iii)
the book value of owned land, real property, equipment, leasehold
improvements and other fixed assets, net of depreciation, plus (iv) cash on
hand, plus (v) asset write-downs during the fourth fiscal quarter of 2001
attributable to the permanent closure of certain facilities, which do not
exceed $14,000,000 in the aggregate, plus (vi) asset write-downs during the
first and second quarters of 2002 attributable to the restructuring of the
Borrowers' bath division, which do not exceed $44,000,000, to (b) the
outstanding principal amount of all Pre-Petition Indebtedness and the
Obligations, to be less than the ratios set forth below during the periods
set forth below, measured twice monthly pursuant to the reporting
requirements set forth in Section 7.1:
Period Minimum Ratio
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September 30, 2001 through October 31, 2001 1.21 to 1.00
November 1, 2001 through December 31, 2001 1.20 to 1.00
January 1, 2002 through March 31, 2002 1.17 to 1.00
April 1, 2002 through June 30, 2002 1.14 to 1.00
(d) Section 8.18 is entirely amended, as follows:
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Section 8.18 Restructuring Costs. Permit Operational Restructuring
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Costs incurred and/or paid for the periods set forth below to be greater
than the amount set forth opposite each such period:
Period Amount
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3 fiscal months ended 12/29/01 $ 7,000,000
6 fiscal months ended 3/30/02 $ 8,000,000
9 fiscal months ended 6/29/02 $11,500,000
2. REPRESENTATIONS AND WARRANTIES. By its execution and delivery hereof,
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the Borrowers represent and warrant to the Lenders that, as of the date hereof:
(a) the representations and warranties contained in the Credit
Agreement and the other DIP Financing Documents are true and correct on and
as of the date hereof as if made on and as of such date;
(b) no event has occurred and is continuing which constitutes an
Event of Default;
(c) the Borrowers have legal power and authority to execute and
deliver this Amendment, and this Amendment constitutes the legal, valid and
binding obligation of the Borrowers, enforceable in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy or
other debtor relief laws and by general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law) and
except as rights to indemnity may be limited by federal or state securities
laws;
(d) neither the execution, delivery and performance of this
Amendment nor the consummation of any transactions contemplated herein will
conflict with any Requirement of Law or Contractual Obligation; and
(e) no authorization, approval, consent, or other action by, notice
to, or filing with, any Governmental Authority or other Person (including
the Board of Directors of any Borrower), is required for the execution,
delivery or performance by the Borrowers of this Amendment.
3. CONDITIONS OF EFFECTIVENESS. This Amendment shall be effective only
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after each of the following conditions precedent shall have been satisfied:
(a) the Administrative Agent shall receive counterparts of this
Amendment executed by the Lenders and the Borrowers;
(b) the representations and warranties set forth in Section 2 of
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this Amendment shall be true and correct; and
(c) the Administrative Agent shall receive, in form and substance
satisfactory to the Administrative Agent and its counsel, such other
documents, certificates and instruments as the Administrative Agent shall
reasonably require.
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4. REFERENCE TO CREDIT AGREEMENT. Upon the effectiveness of this
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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 affected and amended by this Amendment.
5. COUNTERPARTS; EXECUTION VIA FACSIMILE. This Amendment may be executed
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in one or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. This Amendment
may be validly executed and delivered by facsimile or other electronic
transmission.
6. GOVERNING LAW: BINDING EFFECT. This Amendment shall be governed by and
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construed in accordance with the laws of the State of Texas and shall be binding
upon the Borrowers, the Administrative Agent, each Lender and their respective
successors and assigns.
7. HEADINGS. Section headings in this Amendment are included herein for
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convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
8. DIP FINANCING DOCUMENT. This Amendment is a DIP Financing Document and
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is subject to all provisions of the Credit Agreement applicable to DIP Financing
Documents, all of which are incorporated in this Amendment by reference the same
as if set forth in this Amendment verbatim.
9. NO ORAL AGREEMENTS. THIS WRITTEN AGREEMENT AND THE OTHER DIP FINANCING
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DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
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REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
BORROWERS:
PILLOWTEX CORPORATION
PILLOWTEX, INC.
PTEX HOLDING COMPANY
PILLOWTEX MANAGEMENT SERVICES COMPANY
BEACON MANUFACTURING COMPANY
MANETTA HOME FASHIONS, INC.
TENNESSEE WOOLEN MILLS, INC.
FIELDCREST CANNON, INC.
CRESTFIELD COTTON COMPANY
ENCEE, INC.
FCC CANADA, INC.
FIELDCREST CANNON FINANCING, INC.
FIELDCREST CANNON LICENSING, INC.
FIELDCREST CANNON INTERNATIONAL, INC.
FIELDCREST CANNON SF, INC. (formerly known as Fieldcrest Cannon Sure Fit, Inc.)
FIELDCREST CANNON TRANSPORTATION, INC.
ST. MARYS, INC.
AMOSKEAG MANAGEMENT CORPORATION
DOWNEAST SECURITIES CORPORATION
BANGOR INVESTMENT COMPANY
MOORE'S FALLS CORPORATION
THE LESHNER CORPORATION
LESHNER OF CALIFORNIA, INC.
OPELIKA INDUSTRIES, INC.
By: _______________________________________
Name:__________________________________
Title:_________________________________
ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A., as Administrative Agent, Issuing Bank and a Lender
By: ________________________________
William E. Livingstone, IV
Managing Director
LENDERS:
THE BANK OF NOVA SCOTIA GOLDMAN SACHS CREDIT PARTNERS L.P.
By: ____________________________________ By: ________________________________
Name:___________________________________ Name:_______________________________
Title:__________________________________ Title:______________________________
CREDIT LYONNAIS - NEW YORK BRANCH LEHMAN COMMERCIAL PAPER, INC.
By: ____________________________________ By: ________________________________
Name:___________________________________ Name:_______________________________
Title:__________________________________ Title:______________________________
FLEET NATIONAL BANK, (formerly known as PB CAPITAL CORPORATION
Fleet Bank, N.A.)
By: ____________________________________ By: ________________________________
Name:___________________________________ Name:_______________________________
Title:__________________________________ Title:______________________________
By: ________________________________
Name:_______________________________
Title:______________________________
FRANKLIN FLOATING RATE TRUST
By: ____________________________________
Name:___________________________________
Title:__________________________________
GENERAL ELECTRIC CAPITAL CORPORATION
By: ___________________________
Name:______________________
Title:_____________________
OCM ADMINISTRATIVE SERVICES II, L.L.C.
By: Oaktree Capital Management, LLC, Its Manager
By: ___________________________
Name:______________________
Title:_____________________
By: ___________________________
Name:______________________
Title:_____________________
FOOTHILL INCOME TRUST II, L.P.
By: ___________________________
Name:______________________
Title:_____________________
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