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These excerpts taken from the HBI 10-K filed Feb 19, 2008. Senior
Secured Credit Facility
The Senior Secured Credit Facility initially provided for
aggregate borrowings of $2,150,000, consisting of: (i) a
$250,000 Term A loan facility (the “Term A Loan
Facility”); (ii) a $1,400,000 Term B loan facility
(the “Term B Loan Facility”); and (iii) a
$500,000 revolving loan facility (the “Revolving Loan
Facility”). The Senior Secured Credit Facility is
guaranteed by substantially all of Hanesbrands’
U.S. subsidiaries and is secured by equity interests in
substantially all of Hanesbrands’ direct and indirect
U.S. subsidiaries and 65% of the voting securities of
certain foreign subsidiaries and substantially all present and
future assets of Hanesbrands and the guarantors. At the
Company’s option, borrowings under the Senior Secured
Credit Facility may be maintained from time to time as
(a) Base Rate loans, which shall bear interest at the
higher of (i) 1/2 of 1% in excess of the federal funds rate
and (ii) the rate published in the Wall Street Journal as
the “prime rate” (or equivalent), in each case in
effect from time to time, plus the applicable margin in effect
from time to time (which is currently 0.50% for the Term A Loan
Facility and the Revolving Loan Facility and 0.75% for the Term
B Loan Facility), or (b) LIBOR based loans, which shall
bear interest at the LIBO Rate (as defined in the Senior Secured
Credit Facility and adjusted for maximum reserves), as
determined by the administrative agent for the respective
interest period plus the applicable margin in effect from time
to time (which is currently 1.50% for the Term A Loan Facility
and the Revolving Loan Facility and the 1.75% for Term B Loan
Facility). The final maturity of the Term A Loan Facility is
September 5, 2012. The Term A Loan Facility amortizes in an
amount per annum equal to the following: year 1 —
5.00%; year 2 — 10.00%; year 3 — 15.00%;
year 4 — 20.00%; year 5 — 25.00%; year
6 — 25.00%. The final maturity of the Term B Loan
Facility is September 5, 2013. The Term B Loan Facility is
payable in equal quarterly installments in an amount equal to 1%
per annum, with the balance due on the maturity date. The final
maturity of the Revolving Loan Facility is September 5,
2011. As of December 29, 2007, the Company had $0
outstanding under the Revolving Loan Facility, $69,631 of
standby and trade letters of credit issued and outstanding under
this facility and $430,369 of borrowing availability. At
December 29, 2007, the interest rates on the Term A Loan
Facility and the Term B Loan Facility were 6.37% and 6.78%
respectively. Outstanding borrowings under the Senior Secured
Credit Facility are prepayable without penalty.
On February 22, 2007, the Company entered into a First
Amendment (the “First Amendment”) to the Senior
Secured Credit Facility. Pursuant to the First Amendment, the
“applicable margin” with respect to the $1,400,000
Term B loan facility (“Term B Loan Facility”) that
comprises a part of the Senior Secured Credit Facility was
reduced from 2.25% to 1.75% with respect to loans maintained as
“LIBO Rate loans,” and from 1.25% to 0.75% with
respect to loans maintained as “Base Rate loans.” The
First Amendment also provides that in the event that, prior to
February 22, 2008, the Company: (i) incurs a new
tranche of replacement loans constituting obligations under the
Senior Secured Credit Facility having an effective interest rate
margin less than the applicable margin for loans pursuant to the
Term B Loan Facility (“Term B Loans”), the proceeds of
which are used to repay or return, in whole or in part,
principal of the outstanding Term B Loans, (ii) consummates
any other amendment to the Senior Secured Credit Facility that
reduces the applicable margin for the Term B Loans, or
(iii) incurs additional Term B Loans having an effective
interest rate margin less than the applicable margin for Term B
Loans, the proceeds of which are used in whole or in part to
prepay or repay outstanding Term B Loans, then in any such case,
the Company will pay to the Administrative Agent, for the
ratable account of each Lender with outstanding Term B Loans, a
fee in an amount equal to 1.0% of the aggregate principal amount
of all Term B Loans being replaced on such date immediately
prior to the effectiveness of such transaction.
Table of Contents
HANESBRANDS
Notes to Consolidated Financial Statements — (Continued) Year ended December 29, 2007, six months ended December 30, 2006 and years ended July 1, 2006 and July 2, 2005 (amounts in thousands, except per share data)
The Senior Secured Credit Facility requires the Company to
comply with customary affirmative, negative, and financial
covenants, and includes customary events of default. As of
December 29, 2007, the Company was in compliance with all
covenants.
Senior Secured Credit Facility The Senior Secured Credit Facility initially provided for aggregate borrowings of $2,150,000, consisting of: (i) a $250,000 Term A loan facility (the “Term A Loan Facility”); (ii) a $1,400,000 Term B loan facility (the “Term B Loan Facility”); and (iii) a $500,000 revolving loan facility (the “Revolving Loan Facility”). The Senior Secured Credit Facility is guaranteed by substantially all of Hanesbrands’ U.S. subsidiaries and is secured by equity interests in substantially all of Hanesbrands’ direct and indirect U.S. subsidiaries and 65% of the voting securities of certain foreign subsidiaries and substantially all present and future assets of Hanesbrands and the guarantors. At the Company’s option, borrowings under the Senior Secured Credit Facility may be maintained from time to time as (a) Base Rate loans, which shall bear interest at the higher of (i) 1/2 of 1% in excess of the federal funds rate and (ii) the rate published in the Wall Street Journal as the “prime rate” (or equivalent), in each case in effect from time to time, plus the applicable margin in effect from time to time (which is currently 0.50% for the Term A Loan Facility and the Revolving Loan Facility and 0.75% for the Term B Loan Facility), or (b) LIBOR based loans, which shall bear interest at the LIBO Rate (as defined in the Senior Secured Credit Facility and adjusted for maximum reserves), as determined by the administrative agent for the respective interest period plus the applicable margin in effect from time to time (which is currently 1.50% for the Term A Loan Facility and the Revolving Loan Facility and the 1.75% for Term B Loan Facility). The final maturity of the Term A Loan Facility is September 5, 2012. The Term A Loan Facility amortizes in an amount per annum equal to the following: year 1 — 5.00%; year 2 — 10.00%; year 3 — 15.00%; year 4 — 20.00%; year 5 — 25.00%; year 6 — 25.00%. The final maturity of the Term B Loan Facility is September 5, 2013. The Term B Loan Facility is payable in equal quarterly installments in an amount equal to 1% per annum, with the balance due on the maturity date. The final maturity of the Revolving Loan Facility is September 5, 2011. As of December 29, 2007, the Company had $0 outstanding under the Revolving Loan Facility, $69,631 of standby and trade letters of credit issued and outstanding under this facility and $430,369 of borrowing availability. At December 29, 2007, the interest rates on the Term A Loan Facility and the Term B Loan Facility were 6.37% and 6.78% respectively. Outstanding borrowings under the Senior Secured Credit Facility are prepayable without penalty. On February 22, 2007, the Company entered into a First Amendment (the “First Amendment”) to the Senior Secured Credit Facility. Pursuant to the First Amendment, the “applicable margin” with respect to the $1,400,000 Term B loan facility (“Term B Loan Facility”) that comprises a part of the Senior Secured Credit Facility was reduced from 2.25% to 1.75% with respect to loans maintained as “LIBO Rate loans,” and from 1.25% to 0.75% with respect to loans maintained as “Base Rate loans.” The First Amendment also provides that in the event that, prior to February 22, 2008, the Company: (i) incurs a new tranche of replacement loans constituting obligations under the Senior Secured Credit Facility having an effective interest rate margin less than the applicable margin for loans pursuant to the Term B Loan Facility (“Term B Loans”), the proceeds of which are used to repay or return, in whole or in part, principal of the outstanding Term B Loans, (ii) consummates any other amendment to the Senior Secured Credit Facility that reduces the applicable margin for the Term B Loans, or (iii) incurs additional Term B Loans having an effective interest rate margin less than the applicable margin for Term B Loans, the proceeds of which are used in whole or in part to prepay or repay outstanding Term B Loans, then in any such case, the Company will pay to the Administrative Agent, for the ratable account of each Lender with outstanding Term B Loans, a fee in an amount equal to 1.0% of the aggregate principal amount of all Term B Loans being replaced on such date immediately prior to the effectiveness of such transaction.
Table of ContentsHANESBRANDS Notes to Consolidated Financial Statements — (Continued) Year ended December 29, 2007, six months ended December 30, 2006 and years ended July 1, 2006 and July 2, 2005 (amounts in thousands, except per share data) The Senior Secured Credit Facility requires the Company to comply with customary affirmative, negative, and financial covenants, and includes customary events of default. As of December 29, 2007, the Company was in compliance with all covenants. This excerpt taken from the HBI 8-K filed Nov 29, 2006. Senior
Secured Credit Facility
The Senior Secured Credit Facility provides for aggregate
borrowings of $2.15 billion, consisting of: (i) a
$250.0 million Term A loan facility (the “Term A
Loan Facility”); (ii) a $1.4 billion Term B
loan facility (the “Term B Loan Facility”); and
(iii) a $500.0 million revolving loan facility (the
“Revolving Loan Facility”) that was undrawn at
the time of the spin off.
The Senior Secured Credit Facility is guaranteed by
substantially all of our existing and future direct and indirect
U.S. subsidiaries, with certain customary or agreed-upon
exceptions for some of our other subsidiaries. We and each of
the guarantors under the Senior Secured Credit Facility have
granted the lenders under the Senior Secured Credit Facility a
valid and perfected first priority (subject to certain customary
exceptions) lien and security interest in the following:
The final maturity of the Term A Loan Facility is
September 5, 2012. The Term A Loan Facility will
amortize in an amount per annum equal to the following: year
1—5.00%; year 2—10.00%; year 3—15.00%; year
4—20.00%; year 5—25.00%; year 6—25.00%. The final
maturity of the Term B Loan Facility is September 5, 2013.
The Term B Loan Facility will be repaid in equal quarterly
installments in an amount equal to 1% per annum, with the
balance due on the maturity date. The final maturity of the
Revolving Loan Facility is September 5, 2011. All
borrowings under the Revolving Loan Facility must be repaid
in full upon maturity.
At our option, borrowings under the Senior Secured Credit
Facility may be maintained from time to time as (a) Base
Rate loans, which shall bear interest at the higher of
(i) 1/2 of 1% in excess of the federal funds rate and
(ii) the rate published in the Wall Street Journal as the
“prime rate” (or equivalent), in each case in effect
from time to time, plus the applicable margin in effect from
time to time (which is currently 0.75% for the Term A
Loan Facility and the Revolving Loan Facility and
1.25% for the Term B Loan Facility), or (b) LIBOR
based loans, which shall bear interest at the LIBO Rate (as
defined in the Senior Secured Credit Facility and adjusted for
maximum reserves), as determined by the administrative agent for
the respective interest period plus the applicable margin in
effect from time to time (which is currently 1.75% for the Term
A Loan Facility and the Revolving Loan Facility and
2.25% for the Term B Loan Facility).
The Senior Secured Credit Facility requires us to comply with
customary affirmative, negative and financial covenants. The
Senior Secured Credit Facility requires that we maintain a
minimum interest coverage ratio and a maximum total debt to
EBITDA ratio. The interest coverage covenant requires that the
ratio of our EBITDA for the preceding four fiscal quarters to
our consolidated total interest expense for such period shall
not be less than 2 to 1 for each fiscal quarter ending after
December 15, 2006. The interest coverage ratio
limit will increase over time until it reaches 3.25 to 1 for
fiscal quarters ending after October 15, 2009. The total
debt to EBITDA covenant requires that the ratio of our total
debt to our EBITDA for the preceding four fiscal quarters will
not be more than 5.5 to 1 for each fiscal quarter ending
after December 15, 2006. This ratio limit will decline over
time until it reaches 3 to 1 for fiscal quarters after
October 15, 2009. The method of calculating all of the
components used in the covenants is included in the Senior
Secured Credit Facility.
The Senior Secured Credit Facility contains customary events of
default, including nonpayment of principal when due; nonpayment
of interest, fees or other amounts after stated grace period;
inaccuracy of representations and warranties; violations of
covenants; certain bankruptcies and liquidations; any
cross-default of more than $50 million; certain judgments
of more than $50 million; certain ERISA-related events; and
a change in control (as defined in the Senior Secured Credit
Facility).
This excerpt taken from the HBI 10-Q filed Nov 13, 2006. Senior
Secured Credit Facility
The Senior Secured Credit Facility provides for aggregate
borrowings of $2.15 billion, consisting of: (i) a
$250.0 million Term A loan facility (the “Term A
Loan Facility”); (ii) a $1.4 billion Term B
loan facility (the “Term B Loan Facility”); and
(iii) a $500.0 million revolving loan facility (the
“Revolving Loan Facility”) that was undrawn at
the time of the spin off.
The Senior Secured Credit Facility is guaranteed by
substantially all of our existing and future direct and indirect
U.S. subsidiaries, with certain customary or agreed-upon
exceptions for certain subsidiaries. We and each of the
guarantors under the Senior Secured Credit Facility have granted
the lenders under the Senior Secured Credit Facility a valid and
perfected first priority (subject to certain customary
exceptions) lien and security interest in the following:
The final maturity of the Term A Loan Facility is
September 5, 2012. The Term A Loan Facility will
amortize in an amount per annum equal to the following: year
1 — 5.00%; year 2 — 10.00%; year
3 — 15.00%; year 4 — 20.00%; year
5 — 25.00%; year 6 — 25.00%. The final
maturity of the Term B Loan Facility is September 5,
2013. The Term B Loan Facility will be repaid in equal
quarterly installments in an amount equal to 1% per annum,
with the balance due on the maturity date. The final maturity of
the Revolving Loan Facility is September 5, 2011. All
borrowings under the Revolving Loan Facility must be repaid
in full upon maturity.
At our option, borrowings under the Senior Secured Credit
Facility may be maintained from time to time as (a) Base
Rate loans, which shall bear interest at the higher of
(i) 1/2 of 1% in excess of the federal funds rate and
(ii) the rate published in the Wall Street Journal as the
“prime rate” (or equivalent), in each case in effect
from time to time, plus the applicable margin in effect from
time to time (which is currently 0.75% for the Term A
Loan Facility and the Revolving Loan Facility and
1.25% for the Term B Loan Facility), or (b) LIBOR
based loans, which shall bear interest at the LIBO Rate (as
defined in the Senior Secured Credit Facility and adjusted for
maximum reserves), as determined by the administrative agent for
the respective interest period plus the applicable margin in
effect from time to time (which is currently 1.75% for the Term
A Loan Facility and the Revolving Loan Facility and
2.25% for the Term B Loan Facility).
The Senior Secured Credit Facility requires us to comply with
customary affirmative, negative and financial covenants. The
Senior Secured Credit Facility requires that we maintain a
minimum interest coverage ratio and a maximum total debt to
earnings before income taxes, depreciation expense and
amortization expense (“EBITDA”) ratio. The interest
coverage covenant requires that the ratio of our EBITDA for the
preceding four fiscal quarters to our consolidated total
interest expense for such period shall not be less than 2 to 1
for each fiscal quarter ending after December 15, 2006. The
interest coverage ratio will increase over time until it reaches
3.25 to 1 for fiscal quarters ending after October 15,
2009. The total debt to EBITDA covenant requires that the ratio
of our total debt to our EBITDA for the preceding four fiscal
quarters will not be more than 5.5 to 1 for each fiscal quarter
ending after December 15, 2006. This ratio limit will
decline over time until it reaches 3 to 1 for fiscal quarters
after October 15, 2009. The method of calculating all of
the components used in the covenants is included in the Senior
Secured Credit Facility.
The Senior Secured Credit Facility contains customary events of
default, including nonpayment of principal when due; nonpayment
of interest, fees or other amounts after stated grace period;
inaccuracy of representations and warranties; violations of
covenants; certain bankruptcies and liquidations; any
cross-default of more than $50 million; certain judgments
of more than $50 million; certain events related to the
Employee Retirement Income Security Act of 1974, as amended, or
“ERISA”; and a change in control (as defined in the
Senior Secured Credit Facility).
Table of Contents
This excerpt taken from the HBI 10-K filed Sep 28, 2006. Senior
Secured Credit Facility
The Senior Secured Credit Facility provides for aggregate
borrowings of $2.15 billion, consisting of: (i) a
$250.0 million Term A loan facility (the “Term A
Loan Facility”); (ii) a $1.4 billion Term B
loan facility (the “Term B Loan Facility”); and
(iii) a $500.0 million revolving loan facility (the
“Revolving Loan Facility”) that was undrawn at
the time of the spin off.
The Senior Secured Credit Facility is guaranteed by
substantially all of our existing and future direct and indirect
U.S. subsidiaries, with certain customary or agreed-upon
exceptions for some of our other subsidiaries. We and each of
the guarantors under the Senior Secured Credit Facility have
granted the lenders under the Senior Secured Credit Facility a
valid and perfected first priority (subject to certain customary
exceptions) lien and security interest in the following:
The final maturity of the Term A Loan Facility is
September 5, 2012. The Term A Loan Facility will
amortize in an amount per annum equal to the following: year
1—5.00%; year 2—10.00%; year 3—15.00%; year
4—20.00%; year 5—25.00%; year 6—25.00%. The final
maturity of the Term B Loan Facility is September 5, 2013.
The Term B Loan Facility will be repaid in equal quarterly
installments in an amount equal to 1% per annum, with the
balance due on the maturity date. The final maturity of the
Revolving Loan Facility is September 5, 2011. All
borrowings under the Revolving Loan Facility must be repaid
in full upon maturity.
At our option, borrowings under the Senior Secured Credit
Facility may be maintained from time to time as (a) Base
Rate loans, which shall bear interest at the higher of
(i) 1/2 of 1% in excess of the federal funds rate and
(ii) the rate published in the Wall Street Journal as the
“prime rate” (or equivalent), in each case in effect
from time to time, plus the applicable margin in effect from
time to time (which is currently 0.75% for the Term A
Loan Facility and the Revolving Loan Facility and
1.25% for the Term B Loan Facility), or (b) LIBOR
based loans, which shall bear interest at the LIBO Rate (as
defined in the Senior Secured Credit Facility and adjusted for
maximum reserves), as determined by the administrative agent for
the respective interest period plus the applicable margin in
effect from time to time (which is currently 1.75% for the Term
A Loan Facility and the Revolving Loan Facility and
2.25% for the Term B Loan Facility).
The Senior Secured Credit Facility requires us to comply with
customary affirmative, negative and financial covenants. The
Senior Secured Credit Facility requires that we maintain a
minimum interest coverage ratio and a maximum total debt to
EBITDA ratio. The interest coverage covenant requires that the
ratio of our EBITDA for the preceding four fiscal quarters to
our consolidated total interest expense for such period shall
not be less than 2 to 1 for each fiscal quarter ending after
December 15, 2006. The interest coverage ratio
Table of Contents
limit will increase over time until it reaches 3.25 to 1 for
fiscal quarters ending after October 15, 2009. The total
debt to EBITDA covenant requires that the ratio of our total
debt to our EBITDA for the preceding four fiscal quarters will
not be more than 5.5 to 1 for each fiscal quarter ending
after December 15, 2006. This ratio limit will decline over
time until it reaches 3 to 1 for fiscal quarters after
October 15, 2009. The method of calculating all of the
components used in the covenants is included in the Senior
Secured Credit Facility.
The Senior Secured Credit Facility contains customary events of
default, including nonpayment of principal when due; nonpayment
of interest, fees or other amounts after stated grace period;
inaccuracy of representations and warranties; violations of
covenants; certain bankruptcies and liquidations; any
cross-default of more than $50 million; certain judgments
of more than $50 million; certain ERISA-related events; and
a change in control (as defined in the Senior Secured Credit
Facility).
This excerpt taken from the HBI 8-K filed Sep 11, 2006. Senior Secured Credit Facility The Senior Secured Credit Facility provides for aggregate borrowings of $2.15 billion, consisting of: (i) a $250.0 million Term A loan facility (the “Term A Loan Facility”); (ii) a $1.4 billion Term B loan facility (the “Term B Loan Facility”); and (iii) a $500.0 million revolving loan facility (the “Revolving Loan Facility”). The Senior Secured Credit Facility is guaranteed by substantially all of our existing and future direct and indirect U.S. subsidiaries, with certain customary or agreed-upon exceptions for certain other subsidiaries. We and each of the guarantors under the Senior Secured Credit Facility have granted the lenders under the Senior Secured Credit Facility a valid and perfected first priority (subject to certain customary exceptions) lien and security interest in the following:
The final maturity of the Term A Loan Facility is September 5, 2012. The Term A Loan Facility will amortize in an amount per annum equal to the following: year 1 - 1.25%; year 2 - 2.50%; year 3 - 3.75%; year 4 - 5.00%; year 5 - 6.25%; year 6 - 6.25%. The final maturity of the Term B Loan Facility is September 5, 2013. The Term B Loan Facility will be repaid in equal quarterly installments in an amount equal to 1% per annum, with the balance due on the maturity date. The final maturity of the Revolving Loan Facility is September 5, 2011. All borrowings under the Revolving Loan Facility must be repaid in full upon maturity. At our option, borrowings under the Senior Secured Credit Facility may be maintained from time to time as (a) Base Rate loans, which shall bear interest at the higher of (i) 1/2 of 1% in excess of the federal funds rate and (ii) the rate published in the Wall Street Journal as the “prime rate” (or equivalent), in each case in effect from time to time, plus the applicable margin in effect from time to time (which is currently 0.75% for the Term A Loan Facility and the Revolving Loan Facility and 1.25% for the Term B Loan Facility), or (b) LIBO loans, which shall bear interest at the LIBO Rate (as defined in the Senior Secured Credit Facility and adjusted for maximum reserves), as determined by the administrative agent for the respective interest period plus the applicable margin in effect from time to time (which is currently 1.75% for the Term A Loan Facility and the Revolving Loan Facility and 2.25% for the Term B Loan Facility).
Table of ContentsThe Senior Secured Credit Facility requires us to comply with customary affirmative, negative and financial covenants. The Senior Secured Credit Facility requires that we maintain a minimum interest coverage ratio and a maximum total debt to EBITDA ratio. The interest coverage covenant requires that the ratio of our EBITDA for the preceding four fiscal quarters to our consolidated total interest expense for such period shall not be less than 2 to 1 beginning on December 15, 2006. The interest coverage ratio will increase over time until it reaches 3.25 to 1 for fiscal quarters ending after October 15, 2009. The total debt covenant requires that the ratio of our total debt to our EBITDA for the preceding four fiscal quarters will not be more than 5.5 to 1 for each fiscal quarter ending after December 15, 2006. This ratio will decline over time until it reaches 3 to 1 for fiscal quarters after October 15, 2009. The method of calculating all of the components used in the covenants is included in the Senior Secured Credit Facility. The Senior Secured Credit Facility contains customary events of default, including nonpayment of principal when due; nonpayment of interest, fees or other amounts after stated grace period; inaccuracy of representations and warranties; violations of covenants; certain bankruptcies and liquidations; any cross-default of more than $50 million; certain judgments of more than $50 million; certain ERISA-related events; and a change in control (as defined in the agreement). | EXCERPTS ON THIS PAGE:
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