DIP Amendment #5



 Exhibit 10.1 
  
 FIFTH AMENDMENT TO REVOLVING 
 CREDIT AND GUARANTY AGREEMENT 
  
 FIFTH AMENDMENT, dated as of October 29, 2003 (the “Amendment”), to the REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of February 20, 2002, among GALEY & LORD, 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”), WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union
National Bank), a national banking corporation (“Wachovia”), each of the other financial institutions from time to time party thereto (together with Wachovia, the “Banks”) and WACHOVIA BANK, NATIONAL
ASSOCIATION, 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 February 20, 2002 (as the same has been and may be further amended, modified or
supplemented from time to time, the “Credit Agreement”); and 
  
 WHEREAS, the Borrower and the Guarantors have requested that from and after the Effective Date (as hereinafter defined) of this Amendment, the Banks agree to amend the Credit Agreement as set forth herein
subject to and upon the terms and conditions set forth in this Amendment. 
  
 NOW, THEREFORE, the parties hereto hereby agree as follows: 
  
 1. As used herein, all terms that are defined in the Credit Agreement shall have the same meanings herein. 
  
 2. Amendment to Section 1.01. Section 1.01 of the Credit
Agreement is hereby amended by (a) deleting the definition for “Maturity Date” and inserting in lieu thereof the following new definition: 
  
 “Maturity Date” shall mean February 15, 2004. 
  

; and (b) amending the definition for “EBITDA” by amending clause (xi) thereof in its entirety to read as follows: 
  
 and (xi) the Curtailment Costs (but only for the fiscal months commencing
with August 2003 and, with respect to August 2003 and September 2003, to the extent such Curtailment Costs do not exceed the amounts thereof permitted by Section 6.14)” 







 3. Amendment to Section 6.05. Section 6.05 of the Credit Agreement is hereby amended by
adding at the end thereof the following list of fiscal months with the corresponding amounts specified opposite such month: 
  

	 October, 2003
	  	$	11,500,000
	November, 2003	  	 	$10,500,000
	December, 2003	  	 	$10,000,000
	January, 2004	  	 	$10,000,000

  
 4.
Covenant. In order to induce the Banks to enter into this Amendment, the Borrower and the Guarantors hereby agree to the following covenants, the failure to perform such covenants will be an Event of Default under the Credit Agreement:

  
 (a) Upon the sale of the capital stock of Klopman
International S.r.l. (Italy), Klopman A.G. (Switzerland), Klopman GmbH (Germany), International Textile S.A. (Tunisia), and Klopman España S.A. (Spain) (collectively, the “Klopman Entities”) and certain intellectual property
rights thereof (referred to herein as the “Klopman Sale”) for an amount no less than €22,300,000, the Net Proceeds from such sale will be repatriated to the Borrower and the Borrower shall apply such repatriated funds in
accordance with Section 2.13(b) of the Credit Agreement and with applicable orders entered by Bankruptcy Court. This covenant shall supersede and replace in their entirety the covenants contained in Section 9(c) of the Third Amendment to the Credit
Agreement, dated as of July 29, 2003, and Section 7 of the Fourth Amendment to the Credit Agreement, dated as of September 25, 2003. 
  
 (b) A disclosure statement and plan of reorganization, in form and substance reasonably satisfactory to the Agent, shall be filed with the Bankruptcy
Court by no later than November 15, 2003. 
  
 5. Conditions
to Effectiveness. (a) This Amendment shall not become effective until the date (the “Effective Date”) on which (i) this Amendment shall have been executed by the Borrower, the Guarantors and the Banks, and the Agent shall
have received evidence satisfactory to it of such execution, (ii) the Bankruptcy Court shall have entered an interim order, in form and substance satisfactory to the Agent, approving the terms of this Amendment and authorizing the payment of an
amendment fee by the Borrower to the Agent for the respective account of each Bank in an amount equal to 3/8 of 1% of such Bank’s Commitment and (iii) the Borrower shall have paid in cash to the Agent the amendment fee referred to in clause
(ii) above. 
  
 (b) Notwithstanding the occurrence of the
Effective Date, in the event that a final order, in form and substance satisfactory to the Agent, approving the terms of this Amendment shall not have been entered by the Bankruptcy Court by December 1, 2003, (i) other than as provided in clause
(ii) below, this Amendment shall terminate and be of no further force and effect; and (ii) the Maturity Date of the Credit Agreement shall be deemed extended to December 1, 2003. 
  

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 6. Survival. All covenants made by the Borrower or any Guarantor herein shall continue in
full force and effect so long as any amount due or to become due under the Credit Agreement is outstanding and unpaid and so long as the Commitments have not been terminated. 
  
 7. Ratification. 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. 
  
 8. Costs and Expenses. 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. 
  
 9.
References. 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. 
  
 10.
Counterparts. 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. A fax copy of a counterpart signature page shall serve as the functional equivalent of a manually executed copy for all purposes. 
  
 11. Applicable Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York. 
  
 [SIGNATURES TO FOLLOW] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the
day and the year first written. 
  

	BORROWER:
	
	GALEY & LORD, INC.
		
	 By:
	 	 /s/ Leonard F. Ferro


	 Name:
	 	 Leonard F. Ferro

	 Title:
	 	 Vice President, Secretary & Treasurer

	
	GUARANTORS:
	
	GALEY & LORD INDUSTRIES, INC.
	
	 G&L SERVICE COMPANY,
     NORTH AMERICA, INC.

	
	SWIFT TEXTILES, INC.
	
	SWIFT DENIM SERVICES, INC.
		
	 By:
	 	 /s/ Leonard F. Ferro


	 Name:
	 	 Leonard F. Ferro

	 Title:
	 	 Vice President, Secretary & Treasurer

	
	GALEY & LORD PROPERTIES, INC.
	
	SWIFT DENIM PROPERTIES, INC.
	
	 GREENSBORO TEXTILE
     ADMINISTRATION LLC

	
	BRIGHTON WEAVING LLC
	
	FLINT SPINNING LLC
	
	SOCIETY HILL FINISHING LLC
	
	MCDOWELL WEAVING LLC
		
	 By:
	 	 /s/ Anthony J. Forman


	 Name:
	 	 Anthony J. Forman

	 Title:
	 	 Manager











	 WACHOVIA BANK, NATIONAL ASSOCIATION
 Individually and as Agent

		
	 By:
	 	 /s/ Katherine A. Harkness


	 Name:
	 	 Katherine A. Harkness

	 Title:
	 	 Director



  

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	THE CIT/GROUP COMMERCIAL SERVICES, INC.
		
	 By:
	 	 /s/ Timothy E. Cropper


	 Name:
	 	 Timothy E. Cropper

	 Title:
	 	 Vice President



  

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	GENERAL ELECTRIC CAPITAL CORPORATION
		
	 By:
	 	 /s/ Patrick Flynn


	 Name:
	 	 Patrick Flynn

	 Title:
	 	 Duly Authorized Signatory



  

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	 WELLS FARGO FOOTHILL, INC., (formerly
 known as FOOTHILL CAPITAL
 CORPORATION)

		
	 By:
	 	 /s/ Eunnie Kim


	 Name:
	 	 Eunnie Kim

	 Title:
	 	 Asst. Vice President



  

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	 LASALLE BUSINESS CREDIT, LLC,
 successor by merger to, LASALLE BUSINESS
 CREDIT, INC.

		
	 By:
	 	 /s/ Douglas Colletti


	 Name:
	 	 Douglas Colletti

	 Title:
	 	 Senior Vice President



  

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	MORGAN STANLEY SENIOR FUNDING, INC.
		
	 By:
	 	 /s/ Dawn Digianno


	 Name:
	 	 Dawn Digianno

	 Title:
	 	 Vice President



  

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	ARK CLO 2000-1 LIMITED
		
	 By:
	 	 Patriarch Partners, LLC, Collateral
 Manager to ARK CLO 2000-1, Limited

		
	 By:
	 	 /s/ Lynn Tilton


	 Name:
	 	 Lynn Tilton

	 Title:
	 	 Manager



  

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	ARK II CLO 2001-1 Limited
		
	 By:
	 	 Patriarch Partners II, its Collateral
 Manager

		
	 By:
	 	 /s/ Lynn Tilton


	 Name:
	 	 Lynn Tilton

	 Title:
	 	 Manager



  

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