Third Amendment



  
 EXHIBIT 4.7 
  
 THIRD AMENDMENT 
 TO REVOLVING CREDIT AND 
 GUARANTY AGREEMENT 
  
 THIRD
AMENDMENT, dated as of September 24, 2002 (the “Amendment”), to the REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of November 15, 2001, among BURLINGTON INDUSTRIES, INC., a Delaware corporation (the
“Borrower”), a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code, the Guarantors named therein (the “Guarantors”), each of which Guarantors is a debtor and debtor-in-possession in a case
pending under Chapter 11 of the Bankruptcy Code, JPMORGAN CHASE BANK, a New York banking corporation (“JPMorgan Chase”), each of the other financial institutions party thereto (together with JPMorgan Chase, the
“Banks”) and JPMORGAN CHASE BANK, as Agent for the Banks (in such capacity, the “Agent”): 
  
 W I T N E S S E T H: 
  
 WHEREAS, the Borrower, the Guarantors, the Banks and the Agent
are parties to that certain Revolving Credit and Guaranty Agreement, dated as of November 15, 2001, as amended by that certain First Amendment to Revolving Credit and Guaranty Agreement, dated as of December 20, 2001 and that certain Second
Amendment to Revolving Credit and Guaranty Agreement, dated as of March 13, 2002 (as the same may be amended, modified or supplemented from time to time, the “Credit Agreement”); and 
  
 WHEREAS, the Borrower has requested that certain provisions of the Credit Agreement be amended, as set forth herein. 

 
 NOW, THEREFORE, it is agreed: 
  
 1.     As used herein all terms that are defined in the Credit Agreement shall have the same meanings herein. 
  
 2.     Section 6.11 of the Credit Agreement is hereby amended by deleting the word “and” immediately preceding clause (v) appearing therein
and inserting the following new clauses (vi) and (vii) immediately preceding the proviso appearing therein: 
  
 “, (vi) following the sales permitted by clause (v) above, sales in arm’s length transactions, 
 at fair market value and for
cash in an aggregate amount not to exceed an additional 
 $31,300,000 (other than sales permitted by clause (vii) below); and (vii) the sales of certain

 assets of Debtor Burlington Fabrics, Inc. to Debtor Burlington Investment II, Inc. and Gibbs 
 International, Inc. approved by an order of the Bankruptcy Court entered on or about 
 September 3, 2002
(as the same may be amended or supplemented).” 







  
 3.     Section 7.01(m) of the Credit Agreement is hereby
amended by inserting the following new clause (z) at the end thereof: 
  
 “and (z) (A) in
connection with asset sales permitted by Section 6.11(vi) with a portion of 
 the Net Proceeds thereof to be applied in accordance with
that certain Order Approving 
 Third Amendment to Revolving Credit and Guaranty Agreement dated September 24, 2002 
 (the “Third Amendment Order”) and (B) additional adequate protection payments made to 
 the Existing Lenders in an aggregate amount not in excess of $33,700,000 in accordance 
 with the Third Amendment Order.” 
  
 4.    
This Amendment shall not become effective (the “Effective Date”) until the date on which (i) this Amendment shall have been executed by the Borrower, the Guarantors, the Super-majority Banks and the Agent, and the Agent shall have
received evidence satisfactory to it of such execution, and (ii) the Bankruptcy Court shall have entered an order in form and substance satisfactory to the Agent authorizing the terms of this Amendment. 
  
 5.     Except to the extent hereby amended, the Credit Agreement and each of the Loan Documents remain in full force
and effect and are hereby ratified and affirmed. 
  
 6.     The Borrower agrees that its
obligations set forth in Section 10.05 of the Credit Agreement shall extend to the preparation, execution and delivery of this Amendment, including the reasonable fees and disbursements of special counsel to the Agent. 
  
 7.     This Amendment shall be limited precisely as written and shall not be deemed (a) to be a consent granted
pursuant to, or a waiver or modification of, any other term or condition of the Credit Agreement or any of the instruments or agreements referred to therein or (b) to prejudice any right or rights which the Agent or the Banks may now have or have in
the future under or in connection with the Credit Agreement or any of the instruments or agreements referred to therein. Whenever the Credit Agreement is referred to in the Credit Agreement or any of the instruments, agreements or other documents or
papers executed or delivered in connection therewith, such reference shall be deemed to mean the Credit Agreement as modified by this Amendment. 
  
 8.     This Amendment may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall
be deemed to be an original and all of which taken together shall constitute but one and the same instrument. 
  
 9.     This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. 
  
 [SIGNATURE PAGES TO FOLLOW] 
  

 
 -2- 








  
 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and the year first written. 
  
  
 
	 BORROWER:
 
	  
 BURLINGTON INDUSTRIES, INC.
 
	 
	 By:
 	 	 /s/ Charles E. Peters, Jr.        
 

	 Title:
 	 	 Senior Vice President and Cheif Financial Officer
 
	  
 GUARANTORS:
 
	  
 B. I. TRANSPORTATION, INC.
 BH/M-II INC.
 BI PROPERTIES I INC.
 BII MEXICO HOLDINGS I, INC.
 BII
MEXICO HOLDINGS II, INC.
 BII MEXICO LAUNDRY HOLDING CO.
 BII MEXICO YARNS HOLDING CO.
 BURLINGTON APPAREL SERVICES
COMPANY
 BURLINGTON FABRICS INC.
 BURLINGTON FABRITEX USA, INC.
 BURLINGTON INDUSTRIES I, LLC
 BURLINGTON INDUSTRIES II, LLC
 BURLINGTON INDUSTRIES III, LLC
 BURLINGTON INDUSTRIES IV, LLC
 BURLINGTON INDUSTRIES V, LLC
 BURLINGTON INTERNATIONAL SERVICES COMPANY
 BURLINGTON INVESTMENT INC.
 BURLINGTON INVESTMENT II INC.
 BURLINGTON MILLS CORPORATION
 BURLINGTON MILLS, INC.
 BURLINGTON WORLDWIDE INC.
 BURLINGTON WORSTEDS INC.
 DISTRIBUTEX, INC.
 

 
  
 
	 
	 By:
 	 	 /s/ John D. Englar        
 

	 Title:
 	 	 President
 

 

 








  
 
	 JP MORGAN CHASE BANK,
 Individually and as Agent


	 
	 By:
 	 	 /s/ Patrick Daniello
 

	  	 	 Name: Patrick Daniello
 
	  	 	 Title:   Managing Director
 

 
  
 
	 GENERAL ELECTRIC CAPITAL CORPORATION
 
	 
	 By:
 	 	 /s/ Jerry L. McDonald
 

	  	 	 Name: Jerry L. McDonald
 
	  	 	 Title:   Duly Authorized Signatory
 

 
  
 
	 WACHOVIA BANK, NATIONAL ASSOCIATION
 
	 
	 By:
 	 	 /s/ Colleen McCullm
 

	  	 	 Name: Colleen McCullum
 
	  	 	 Title:   Director
 

 
  
 
	 SUNTRUST BANK
 
	 
	 By:
 	 	 /s/ J. Christopher Deisley
 

	  	 	 Name: J. Christopher Deisley
 
	  	 	 Title:  Managing Director
 

 
  
 
	 THE CIT GROUP/COMMERCIAL SERVICES, INC.
 
	 
	 By:
 	 	 /s/ Kevin J. Winsch
 

	  	 	 Name: Kevin J. Winsch
 
	  	 	 Title:   Vice President
 

 
  
 
	 BANK OF AMERICA, N.A.
 
	 
	 By:
 	 	 /s/ Ira A. Mermelstein
 

	  	 	 Name: Ira A. Mermelstein
 
	  	 	 Title:   Vice President
 

 

 








  
 
	 THE BANK OF NEW YORK
 
	 
	 By:
 	 	 /s/ Christine T. Rio
 

	  	 	 Name: Christine T. Rio
 
	  	 	 Title:   Vice President
 

 
  
 
	 FOOTHILL CAPITAL CORPORATION
 
	 
	 By:
 	 	 /s/ Michael P. Barabowski
 

	  	 	 Name: Michael P. Barabowski
 
	  	 	 Title:   Vice President
 

 
  
 
	 ISREAL DISCOUNT BANK OF NEW YORK
 
	 
	 By:
 	 	 /s/ Karen Chen
 

	  	 	 Name: Karen Chen
 
	  	 	 Title:   Assistant Manager
 

 
  
 
	 
	 By:
 	 	 /s/ Timothy McCurry
 

	  	 	 Name: Timothy McCurry
 
	  	 	 Title:   Assistant Vice President