Exhibit 10.4
EXECUTION VERSION
AMENDMENT NO. 5 TO TERM LOAN
AGREEMENT
This AMENDMENT NO. 5 TO TERM LOAN
AGREEMENT (this “ Amendment ”) is entered into
as of June 30, 2009 by and among BURLINGTON MORELOS, S.A DE
C.V., a Mexican stock limited liability corporation (the “
Borrower ”), GENERAL ELECTRIC CAPITAL CORPORATION, a
Delaware corporation, for itself and as Agent, and the other
Lenders signatory hereto. Unless otherwise specified herein,
capitalized terms used in this Amendment shall have the meanings
ascribed to them in the Term Loan Agreement (as hereinafter
defined).
R E C I T A L S:
WHEREAS, Borrower, the Agent and the
Lenders entered into the Term Loan Agreement dated as of
December 29, 2006 (as amended, supplemented, restated or
otherwise modified from time to time, the “ Term Loan
Agreement ”);
WHEREAS, the parties to the Term
Loan Agreement have agreed to an amendment to the Term Loan
Agreement as set forth herein;
NOW, THEREFORE, in consideration of
the premises contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1 Amendments to the Term Loan
Agreement .
1.1 Section 1 of the
Term Loan Agreement is hereby amended by amending and restating the
following defined terms in their entirety as follows:
“ BST ’ means
Global Safety Textiles Holdings LLC (f/k/a BST US Holdings, Inc.),
a Delaware limited liability company.”
“ U.S. Affiliate
’ means each of Parent, ITG Holdings, Inc., Burlington
Industries LLC, Carlisle Finishing LLC, Cone Denim LLC, Cone
Jacquards LLC, Safety Components Fabric Technologies, Inc.,
International Textile Group Acquisition Group LLC, WLR Cone Mills
IP, Inc., Cone Acquisition LLC, Cone International Holdings, Inc.,
Burlington International Services Company, Apparel Fabrics
Properties, Inc., BI Properties I, Inc., Burlington Apparel
Services Company, BILLC Acquisition LLC, Burlington Worldwide,
Inc., Cone Administrative and Sales LLC, Cone Denim White Oak LLC,
Cliffside Denim LLC, Burlington Industries IV LLC, Burlington
Industries V LLC, Cone International Holdings II, Inc., BWW CT,
Inc., Valentec Wells, LLC, Narricot Industries LLC and each other
entity organized under the laws of the United States that becomes
party to the Affiliate Guaranty and Security Agreement after the
date hereof.”
1.2 The Term Loan Agreement is
hereby amended by deleting every occurrence of the term “UK
Guarantor” therein.
2 Conditions to
Effectiveness . This Amendment shall be effective on the
date when this Amendment shall have been duly executed and
delivered by Borrower, Agent and the Lenders.
3 Miscellaneous
.
3.1 Effect;
Ratification .
(a) Except as specifically set forth
above, the Term Loan Agreement and the other Loan Documents shall
remain in full force and effect and are hereby ratified and
confirmed.
(b) The execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of
any right, power or remedy of Agent or any Lender under the Term
Loan Agreement or any other Loan Document, nor constitute amendment
of any provision of the Term Loan Agreement or any other Loan
Document, except as specifically set forth herein. Upon the
effectiveness of this Amendment, each reference in the Term Loan
Agreement to “this Agreement”, “hereu
