Exhibit 99.11
ANNEX I
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SUPPLEMENTAL INDENTURE
dated as of ___________, 2000
to that certain Indenture
dated as of April 1, 1997
by and between
GLENOIT CORPORATION
and
UNITED STATES TRUST COMPANY OF NEW YORK,
as Trustee
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Exhibit __
SUPPLEMENTAL INDENTURE
THIS SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated as of
_________, 2000, to that certain Indenture dated as of April 1, 1997 (the
"Indenture") by and between 'GLENOIT CORPORATION, a Delaware corporation (the
"Company"), ""and UNITED STATES TRUST COMPANY OF NEW YORK, as trustee (the
"Trustee").
WITNESSETH:
WHEREAS, pursuant to the Indenture, the Company duly authorized the
creation of an issue of 11% Senior Subordinated Notes due April 15, 2007 (the
"Notes"), of substantially the tenor and amount set forth in the Indenture, and
to provide therefor the Company duly authorized the execution and delivery of
the Indenture;
WHEREAS, all necessary actions were taken so that the Notes, when
executed by the Company and authenticated and delivered under the Indenture and
duly issued by the Company, were the valid obligations of the Company and that
the Indenture was a valid agreement of the Company in accordance with the terms
of the Indenture;
WHEREAS, the Company has solicited consents (the "Consents") from
holders of the Notes (the "Holders") to certain proposed amendments to the
Indenture (the "Consent Solicitation");
WHEREAS, the Holders of at least a majority in aggregate of the
principal amount of the outstanding Securities, calculated as provided in
Section 9.04 of the Indenture (the "Outstanding Securities"), have delivered
Consents in the Consent Solicitation;
WHEREAS, this Supplemental Indenture incorporates the amendments to
which such Holders have consented; and
WHEREAS, all acts and things necessary have been done to make this
Supplemental Indenture a valid agreement and supplemental to the in accordance
with its terms.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
SECTION 1.1. Certain Terms Defined in the Indenture. All capitalized
terms used herein, but not defined herein, shall have the meanings ascribed
thereto in the Indenture.
SECTION 1.2. Deletion of Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08,
4.09, 4.10, 4.13, 4.14 and 5.02. Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08,
4.09, 4.10, 4.13, 4.14 and 5.02 of the Indenture are deleted in their entirety.
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SECTION 1.3. Amendments to Section 5.01. Section 5.01 of the Indenture
is amended to read in its entirety as follows:
"Section 5.01 When Company May Merge or Transfer Assets.
The Company shall not consolidate with or merge with or into, or convey,
transfer or lease, in one transaction or a series of transactions, all or
substantially all its assets to, any Person, unless:
(i) the resulting, surviving or transferee Person (the "Successor
Company") shall be a Person organized and existing under the laws of
the United States of America, any State thereof or the District of
Columbia and the Successor Company (if not the Company) shall expressly
assume, by an indenture supplemental hereto, executed and delivered to
the Trustee, in form satisfactory to the Trustee, all the obligations
of the Company under the Securities and this Indenture;
(ii) immediately after giving effect to such transaction (and treating
any Indebtedness which becomes an obligation of the Successor Company
or any Subsidiary as a result of such transaction as having been
Incurred by the Successor Company or such Subsidiary at the time of
such transaction), no Default shall have occurred and be continuing;
and
(iii) the Company shall have delivered to the Trustee an Officers'
Certificate stating that such consolidation, merger or transfer and
such supplemental indenture (if any) comply with this Indenture.
Notwithstanding the foregoing clause (ii), any Restricted Subsidiary may
consolidate with, merge into or transfer all or part of its properties and
assets to the Company or another Wholly Owned Subsidiary. The Successor Company
shall be the successor to the Company and shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this
Indenture, but the predecessor Company in the case of a conveyance, transfer or
lease shall not be released from the obligation to pay the principal of and
interest on the Securities."
SECTION 1.4. Amendments to Section 6.01. Section 6.01 of the Indenture
is amended to read in its entirety as follows:
"Section 6.01 Events of Default.
An "Event of Default" occurs if:
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(1) the Company defaults in any payment of interest on any Security
when the same becomes due and payable, whether or not such payment shall be
prohibited by Article 10, and such default continues for a period of 30 days;
(2) the Company defaults in the payment of the principal of any
Security when the same becomes due and payable at its Stated Maturity, upon
optional redemption, upon required repurchase, upon declaration or otherwise,
whether or not such payment shall be prohibited by Article 10;
(3) the Company or any Subsidiary Guarantor fails to comply with any of
its agreements in the Securities or this Indenture (other than those referred to
in clause (1) or (2) above) and such failure continues for 30 days after the
notice specified below;
(4) the Company or any Significant Subsidiary pursuant to or within the
meaning of any Bankruptcy Law:
(A) commences a voluntary case;
(B) consents to the entry of an order for relief against it in
an involuntary case;
(C) consents to the appointment of a Custodian of it or for
any substantial part of its property; or
(D) makes a general assignment for the benefit of its
creditors; or takes any comparable action under any foreign laws
relating to insolvency;
(5) a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that:
(A) is for relief against the Company or any Significant
Subsidiary in an involuntary case;
(B) appoints a Custodian of the Company or any Significant
Subsidiary or for any substantial part of its property;
(C) orders the winding up or liquidation of the Company or any
Significant Subsidiary; or
(D) any similar relief is granted under any foreign laws; and
in each such case the order or decree remains unstayed and in effect
for 60 days; or
(6) a Subsidiary Guaranty ceases to be in full force and effect (other
than in accordance with the terms of such Subsidiary Guaranty) or a Subsidiary
Guarantor denies or disaffirms its obligations under its Subsidiary Guaranty and
such Default continues for a period of 10 days after the notice specified below.
The foregoing will constitute Events
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of Default whatever the reason for any such Event of Default and whether it is
voluntary or involuntary or is effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body.
The term "Bankruptcy Law" means Title 11, United States Code, or any
similar Federal or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator, custodian or similar official
under any Bankruptcy Law. A Default under clause (3) is not an Event of Default
until the Trustee or the Holders of at least 25% in aggregate principal amount
of the Securities notify the Company of the Default and the Company does not
cure such Default within the time specified after receipt of such notice. Such
notice must specify the Default, demand that it be remedied and state that such
notice is a "Notice of Default" (and, if given by the Holders, a copy of such
notice shall also be given to the Trustee). The Company shall deliver to the
Trustee, within 30 days after the occurrence thereof, written notice in the form
of an Officers' Certificate of any Event of Default under clause (4) or (6) and
any event which with the giving of notice or the lapse of time would become an
Event of Default under clause (3) or (5), its status and what action the Company
is taking or proposes to take with respect thereto."
SECTION 1.6. Amendments to Section 8.02. Section 8.02 of the Indenture
is amended to read in its entirety as follows:
"Section 8.02 Conditions to Defeasance.
The Company may exercise its legal defeasance option or its covenant
defeasance option only if:
(1) the Company irrevocably deposits in trust with the Trustee money or
U.S. Government Obligations for the payment of principal of and interest on the
Securities to maturity or redemption, as the case may be; and
(2) 123 days pass after the deposit is made and during the 123-day
period no Default specified in Sections 6.01(4) or (5) with respect to the
Company occurs which is continuing at the end of the period.
Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date in
accordance with Article 3."
SECTION 1.7. Deletion of Definitions. Section 1.01 of the Indenture is
amended by deleting the definitions of the following terms in their entirety:
"Additional Assets", "Consolidated Coverage Ratio", "Consolidated Net Income",
"Consolidated Net Worth", "Domestic Restricted Subsidiary", "EBITDA", "Excess
Proceeds", "Financing Disposition", "Junior Subordinated Notes", "Net Available
Cash", Net Cash Proceeds", "Permitted Operating Expense Payments", "Permitted
Receivables Financing", "Purchase
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Money Indebtedness", "Receivables Subsidiary", "Refinancing Indebtedness" and
"Tax Sharing Agreement".
SECTION 2. Conditions of Effectiveness. This Supplemental Indenture
shall become effective when, and only when, all of the following conditions
shall have been satisfied:
(a) the Trustee shall have received the written consent of the
Holders of a majority in principal amount of the Outstanding Securities
to the execution of this Supplemental Indenture (the "Requisite
Consents"); and
(b) duly executed counterparts hereof shall have been signed
by the Company and the Trustee.
The receipt by the Trustee of the Requisite Consents shall not obligate the
Company to execute this Supplemental Indenture.
SECTION 3. Governing Law. This Supplemental Indenture shall be governed
by the laws of the State of New York.
SECTION 4. Counterparts. This Supplemental Indenture may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
SECTION 5. Severabilily. In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
SECTION 6. Ratification. Except as expressly amended hereby, each
provision of the Indenture shall remain in full force and effect and, as amended
hereby, the Indenture is in all respects agreed to, ratified and confirmed by
each of the Company and the Trustee.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
The Company
GLENOIT CORPORATION
By: _________________________________________
Title:
Attest: _______________________
Title:
The Trustee
UNITED STATES TRUST COMPANY OF NEW YORK
By: _________________________________________
Title:
Attest: _______________________`
Title:
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