EX-10.8 10 dex108.txt FIRST AMD. TO TERM LOAN AGREEMENT Exhibit 10.8 FIRST AMENDMENT TO TERM LOAN AGREEMENT THIS FIRST AMENDMENT TO TERM LOAN AGREEMENT (this "Amendment"), dated to be effective as of June 28, 2002, is entered into among PILLOWTEX CORPORATION, a Delaware corporation (the "Borrower"), the institutions listed on the signature pages hereof that are parties to the Loan Agreement defined below (collectively, the "Lenders"), and BANK OF AMERICA, N.A., as Administrative Agent for itself and the Lenders (in said capacity, the "Administrative Agent"). BACKGROUND A. The Borrower, the Lenders and the Administrative Agent are parties to that certain Term Loan Agreement, dated as of May 24, 2002 (as amended through the date hereof, the "Loan Agreement"). Terms defined in the Loan Agreement and not otherwise defined herein shall be used herein as defined in the Loan Agreement. B. The Borrower, the Lenders and the Administrative Agent desire to make certain amendments to the Loan Agreement. NOW, THEREFORE, in consideration of the covenants, conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are all hereby acknowledged, the Borrower, the Lenders and the Administrative Agent covenant and agree as follows: 1. AMENDMENTS TO LOAN AGREEMENT. The Loan Agreement is hereby amended as follows: (a) A new Section 8.1(p) is added immediately following Section 8.1(o), as follows: (p) As soon as practical, but in any event not later than 45 days after the end of each quarterly period of each fiscal year of the Borrower, a report detailing the outstanding amount of loans and advances to directors, officers and employees of the Borrower and its Subsidiaries as of the end of such fiscal quarter, including the names of each recipient of such loans or advances and the amount outstanding under each such loan or advance, the stated or implied interest rate and maturity date associated with each advance, and a description of any amendments to the terms of any previous advance or commitments to make future advances. (b) Section 9.5(e) is amended and restated in its entirety, as follows: (e) Loans or advances to directors, officers and employees of the Borrower or any of its Subsidiaries that do not exceed $1,500,000 in aggregate amount outstanding at any time; (c) Schedule 1.1 is hereby amended in the form of, and all references in the Loan Agreement to Schedule 1.1 are hereby deemed to be references to, Schedule 1.1 attached to this Amendment. 2. REPRESENTATIONS AND WARRANTIES. By its execution and delivery hereof, the Borrower represents and warrants to the Lenders that, as of the date hereof: (a) the representations and warranties contained in the Loan Agreement and the other Loan 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 Borrower has legal power and authority to execute and deliver this Amendment, and this Amendment constitutes the legal, valid and binding obligation of the Borrower, 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 violate or conflict with, or result in a breach of, or constitute a default under, or require any consent under (i) the articles of incorporation, bylaws or other organizational documents of the Borrower, (ii) any applicable law, rule, or regulation or any order, writ, injunction, or decree of any Governmental Authority or arbitrator, or (iii) any agreement or instrument to which the Borrower is a party or by which it or any of its property is bound or subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person (including the Board of Directors of any Borrower), is required for the execution, delivery or performance by the Borrower of this Amendment. 3. CONDITIONS OF EFFECTIVENESS. This Amendment shall be effective only 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 Borrower; (b) the representations and warranties set forth in Section 2 of 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. 2 4. REFERENCE TO LOAN AGREEMENT. Upon the effectiveness of this Amendment, each reference in the Loan Agreement to "this Agreement," "hereunder," or words of like import shall mean and be a reference to the Loan Agreement, as affected and amended by this Amendment. 5. COUNTERPARTS; EXECUTION VIA FACSIMILE. This Amendment may be executed 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 construed in accordance with the laws of the State of Texas and shall be binding upon the Borrower, the Administrative Agent, each Lender and their respective successors and assigns. 7. HEADINGS. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. 8. LOAN DOCUMENT. This Amendment is a Loan Document and is subject to all provisions of the Loan Agreement applicable to Loan 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 LOAN 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. Remainder of page intentionally blank. Signature pages follow. 3 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. BORROWER: PILLOWTEX CORPORATION By: _____________________________________ Name:________________________________ Title:_______________________________ ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as Administrative Agent and a Lender By: _____________________________________ William E. Livingstone, IV Managing Director First Amendment to Term Loan Agreement Signature Page LENDERS BANC OF AMERICA STRATEGIC SOLUTIONS, INC. By:___________________________________ William E. Livingstone, IV Managing Director WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION By:___________________________________ Name:______________________________ Title:_____________________________ FLEET NATIONAL BANK By:___________________________________ Name:______________________________ Title:_____________________________ COMERICA BANK By:___________________________________ Name:______________________________ Title:_____________________________ First Amendment to Term Loan Agreement Signature Page CREDIT LYONNAIS - NEW YORK BRANCH By: __________________________________________________ Name:_____________________________________________ Title:____________________________________________ CREDIT INDUSTRIEL ET COMMERCIAL By: __________________________________________________ Name:_____________________________________________ Title:____________________________________________ By: __________________________________________________ Name:_____________________________________________ Title:____________________________________________ BANK POLSKA KASA OPIEKI, S.A., NEW YORK BRANCH By: __________________________________________________ Name:_____________________________________________ Title:____________________________________________ GENERAL ELECTRIC CAPITAL CORPORATION By: __________________________________________________ Name:_____________________________________________ Title:____________________________________________ First Amendment to Term Loan Agreement Signature Page SOCIETE GENERALE, SOUTHWEST AGENCY By: __________________________________________________ Name:_____________________________________________ Title:____________________________________________ By: __________________________________________________ Name:_____________________________________________ Title:____________________________________________ VAN KAMPEN CLO I, LIMITED By: VAN KAMPEN MANAGEMENT, INC., as Collateral Manager By: __________________________________________________ Name:_____________________________________________ Title:____________________________________________ VAN KAMPEN CLO II, LIMITED By: Van Kampen Management, Inc., as Collateral Manager By: __________________________________________________ Name:_____________________________________________ Title:____________________________________________ First Amendment to Term Loan Agreement Signature Page BALANCED HIGH-YIELD FUND I LTD. By: ING CAPITAL ADVISORS, LLC, as Asset Manager By: ___________________________________________________ Name:______________________________________________ Title:_____________________________________________ By: ___________________________________________________ Name:______________________________________________ Title:_____________________________________________ BALANCED HIGH-YIELD FUND II LTD. By: ING CAPITAL ADVISORS, LLC, as Asset Manager By: ___________________________________________________ Name:______________________________________________ Title:_____________________________________________ By: ___________________________________________________ Name:______________________________________________ Title:_____________________________________________ KZH CYPRESSTREE-1 LLC By: ___________________________________________________ Name:______________________________________________ Title:_____________________________________________ First Amendment to Term Loan Agreement Signature Page THE DAI-ICHI KANGYO BANK LIMITED, NEW YORK BRANCH By: __________________________________________________ Name:_____________________________________________ Title:____________________________________________ MARINER LDC By: __________________________________________________ Name:_____________________________________________ Title:____________________________________________ LEHMAN COMMERCIAL PAPER, INC. By: __________________________________________________ Name:_____________________________________________ Title:____________________________________________ PRESIDENT & FELLOWS OF HARVARD COLLEGE By: Regiment Capital Management, LLC, as its Investment Advisor By: Regiment Capital Advisors, LLC, its Manager and pursuant to delegated authority By:_____________________________________ Name:___________________________________ Title:__________________________________ First Amendment to Term Loan Agreement Signature Page ARK CLO 2000-1, LIMITED By: Patriarch Partners, LLC Collateral Manager to ARK CLO 2000-1, Limited By: __________________________________________________ Name:_____________________________________________ Title:____________________________________________ FRANKLIN FLOATING RATE TRUST By: __________________________________________________ Name:_____________________________________________ Title:____________________________________________ UBS AG, STAMFORD BRANCH, successor to Union Bank of Switzerland, New York Branch By: __________________________________________________ Name:_____________________________________________ Title:____________________________________________ By: __________________________________________________ Name:_____________________________________________ Title:____________________________________________ WILLIAM E. SIMONS & SONS SPECIAL SITUATION PARTNERS, L.P. By: __________________________________________________ Name:_____________________________________________ Title:____________________________________________ First Amendment to Term Loan Agreement Signature Page OCM ADMINISTRATIVE SERVICES II, L.L.C. By: Oaktree Capital Management, LLC, Its Manager By: ______________________________________ Name:_________________________________ Title:________________________________ By: ______________________________________ Name:_________________________________ Title:________________________________ PW WILLOW LLC, by Bond Street Capital, LLC, as agent By: ______________________________________ Name:_________________________________ Title:________________________________ BANKERS TRUST COMPANY By: ______________________________________ Name:_________________________________ Title:________________________________ B III CAPITAL PARTNERS, LP By: ______________________________________ Name:_________________________________ Title:________________________________ First Amendment to Term Loan Agreement Signature Page B III-A CAPITAL PARTNERS, L.P. By: ____________________________________ Name:_______________________________ Title:______________________________ CONTINENTAL CASUALTY COMPANY By ____________________________________ Name:_______________________________ Title:______________________________ CREDIT SUISSE FIRST BOSTON By: ____________________________________ Name:_______________________________ Title:______________________________ FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR HIGH YIELD FUND By: ____________________________________ Name:_______________________________ Title:______________________________ First Amendment to Term Loan Agreement Signature Page FIDELITY ADVISOR SERIES II: Fidelity Advisor Floating Rate High Income Fund By: __________________________________________ Name:_____________________________________ Title:____________________________________ FIDELITY FIXED INCOME TRUST By: __________________________________________ Name:_____________________________________ Title:____________________________________ SATELLITE SENIOR INCOME FUND, LLC By: __________________________________________ Name:_____________________________________ Title:____________________________________ T. ROWE PRICE RECOVERY FUND II, L.P. By: __________________________________________ Name:_____________________________________ Title:____________________________________ First Amendment to Term Loan Agreement Signature Page CANPARTNERS INVESTMENTS IV LLC By: Canpartners Incorporate, Inc., a California corporation, its Managing Member By:__________________________________________ Name:____________________________________ Title:___________________________________ QDRP MASTER LTD By:__________________________________________ Name:____________________________________ Title:___________________________________ CONTRARIAN FUNDS, LLC By: Contrarian Capital Management, LLC as Manager By:__________________________________________ Name:________________________________________ Title:_______________________________________ REGIMENT CAPITAL LTD. By: Regiment Capital Management, LLC, as its Investment Advisor By: Regiment Capital Advisors, LLC, its Manager and pursuant to delegated authority By:___________________________________ Timothy Peterson President First Amendment to Term Loan Agreement Signature Page Each of the undersigned hereby (a) consents and agrees to this Amendment's execution and delivery, (b) ratifies and confirms its obligations under its guaranty, (c) acknowledges and agrees that its obligations under its guaranty are not released, diminished, impaired, reduced, or otherwise adversely affected by this Amendment, and (d) acknowledges and agrees that it has no claims or offsets against, or defenses or counterclaims to, its guaranty GUARANTORS: PTEX, INC. PILLOWTEX MANAGEMENT SERVICES COMPANY BEACON MANUFACTURING COMPANY FC ONLINE, INC. TENNESSEE WOOLEN MILLS, INC. FIELDCREST CANNON, INC. ENCEE, INC. FCC CANADA, INC. FIELDCREST CANNON LICENSING, INC. FCI CORPORATE LLC FIELDCREST CANNON TRANSPORTATION, INC. FCI OPERATIONS LLC THE LESHNER CORPORATION OPELIKA INDUSTRIES, INC. PILLOWTEX CANADA INC. By: _________________________________ Name: _________________________________ Title: _________________________________ PTEX HOLDING COMPANY FIELDCREST CANNON FINANCING, INC By: _________________________________ Name: _________________________________ Title: _________________________________ First Amendment to Term Loan Agreement Signature Page