<PAGE>   1
                                                                   Exhibit 4(d)

                     FIFTH AMENDMENT TO THE CREDIT AGREEMENT

         THIS FIFTH AMENDMENT TO THE CREDIT AGREEMENT (this "Amendment") is
entered into as of July 20, 1999 among FRUIT OF THE LOOM, INC., a Delaware
corporation (the "Borrower"), Fruit of the Loom, Ltd., a Cayman Islands company
(the "Parent") and certain Subsidiaries of the Borrower as Guarantors, the
Lenders party hereto and BANK OF AMERICA, N.A. (f/k/a NationsBank, N.A.), as
Administrative Agent for the Lenders (the "Administrative Agent"). Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed
thereto in the Credit Agreement (as defined below).


                                 R E C I T A L S
                                 ---------------

         WHEREAS, the Borrower, the Guarantors (other than the Parent), the
Lenders and the Administrative Agent entered into that certain Credit Agreement,
dated as of September 19, 1997 (as amended by that certain First Amendment to
the Credit Agreement dated as of March 26, 1998, that certain Second Amendment
to the Credit Agreement dated as of July 2, 1998, that certain Third Amendment
to the Credit Agreement dated as of December 31, 1998, that certain Fourth
Amendment to the Credit Agreement dated as of March 10, 1999 and as further
amended or otherwise modified from time to time, and to which the Parent was
added as a Guarantor and Credit Party pursuant to that certain Joinder Agreement
dated as of March 10, 1999, the "Credit Agreement");

         WHEREAS, the Borrower has requested that the Lenders agree to amend
certain terms of the Credit Agreement; and

         WHEREAS, the Required Lenders have agreed to such amendments to the
Credit Agreement as more fully set forth below.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:


                                A G R E E M E N T
                                -----------------

         1.       Definitions.

                  (a)      New Definitions. The following definition is added
         to Section 1.1 of the Credit Agreement, in the appropriate
         alphabetical order, to read as follows:

                           "CSFB Advantage Lease Financing" means, collectively,
                  (i) that certain lease financing arrangement among Union
                  Underwear Company, Inc. and certain of its Subsidiaries as
                  Lessees, The Chase Manhattan Bank (as successor to Chemical
                  Bank) as Owner Trustee, Credit Suisse First Boston as
                  Administrative Agent and the other parties thereto and (ii)
                  all leases, participation agreements, guarantees and other
                  operative documents therefor.



<PAGE>   2



                           "Equity Issuance" means any issuance by a Credit
                  Party to any Person (other than another Credit Party) of
                  shares of its capital stock, common shares of beneficial
                  interest or other equity interests, including pursuant to the
                  exercise of options or warrants or pursuant to the conversion
                  of any debt securities to equity.

                           "Real Estate Collateral" means those Real Properties
                  owned by the Credit Parties which are located within the
                  United States.

                           "Synthetic Lease Creditors" means the holders of the
                  Indebtedness guaranteed by the Borrower and certain of its
                  Subsidiaries pursuant to the guaranty agreement executed by
                  the Borrower and such subsidiaries in connection with CSFB
                  Advantage Lease Financing as set forth on Schedule 6.10.

                  (b) Change from "Borrower" to "Parent". Each of the following
         definitions or parts thereof set forth in Section 1.1 of the Credit
         Agreement is amended to delete the word "Borrower" in all of its
         instances therein and to insert the word "Parent" in substitution
         therefor:

                  (i)      the definition of "Consolidated Net Tangible Assets";
                  (ii)     the definition of "Consolidated Total Assets";
                  (iii)    the definition of "Domestic Subsidiary";
                  (iv)     the definition of "First Tier Foreign Subsidiary";
                  (v)      the definition of "Foreign Subsidiaries";
                  (vi)     clause (c) of the definition of "Funded Debt";
                  (vii)    the definition of "Guarantor";
                  (viii)   the definition of "Industrial Development Bonds";
                  (ix)     the definition of "Material Subsidiary";
                  (x)      the definition of "Permitted Accounts Receivable
                           Securitization";
                  (xi)     the definition of "Permitted IDB Indebtedness";
                  (xii)    the definition of "Receivables Facility Assets"; and
                  (xiii)   the definition of "Receivables Subsidiary".

                  (c) Bond Pledge Agreement. The definition of "Bond Pledge
         Agreement" set forth in Section 1.1 of the Credit Agreement is amended
         to add the words "and the Synthetic Lease Creditors" to the end
         thereof.

                  (d) Applicable Percentage. The definition of "Applicable
         Percentage" set forth in Section 1.1 of the Credit Agreement is amended
         and restated in its entirety to read as follows:

                           "Applicable Percentage" means the higher pricing
                  (i.e. the most expensive pricing) as determined by (a) the
                  appropriate applicable percentages corresponding to the lowest
                  Pricing Level available, as determined by the Unsecured Senior
                  Debt Rating in effect as of the most recent Calculation Date,
                  as shown in Pricing Grid A below or (b) the appropriate
                  applicable percentages corresponding to the Pricing



                                       2


<PAGE>   3



                  Level as determined by the Leverage Ratio in effect as of
                  the most recent Calculation Date, as shown in Pricing
                  Grid B below.

<TABLE>
<CAPTION>

                                                PRICING GRID A
                                         UNSECURED SENIOR DEBT RATING
                                         ----------------------------


                                            Applicable                              Applicable
                                            Percentage                Applicable    Percentage   Applicable
                                               for       Applicable   Percentage        for      Percentage
                 Unsecured                  Revolving-A   Percentage   for Letter    Revolving        for
                  Pricing      Senior      Eurocurrency   for Term        of        A-Facility    Base Rate
                   Level    Debt Rating       Loans        Loans      Credit Fees      Fees         Loans
                   -----    -----------       -----        -----      -----------      ----         -----
                     <S>    <C>               <C>           <C>         <C>            <C>            <C>

                     I      >BBB+ from        .675%         .875%       .675%          .20%           0%
                            -
                            S&P or Baa1
                            from Moody's

                    II      >BBB from         .775%         1.00%       .775%         .225%           0%
                            -
                            S&P or Baa2
                            from Moody's
                            but  < BBB+
                            from S&P or
                            Baa1 from
                            Moody's

                    III     >BBB- from        1.00%         1.25%       1.00%          .25%           0%
                            -
                            S&P or Baa3
                            from Moody's
                            but < BBB
                            from S&P or
                            Baa2 from Moody's

                    IV      >BB+ from        1.125%         1.50%      1.125%         .375%           0%
                            -
                            S&P or Ba1
                            from Moody's
                            but < BBB-
                            from S&P or
                            Baa3 from
                            Moody's

                     V      >BB from         1.375%         1.75%      1.375%         .375%         .25%
                            -
                            S&P or Ba2
                            from Moody's
                            but < BB+
                            from S&P or
                            Ba1 from
                            Moody's

                    VI      <BB- from         1.50%         2.00%       1.50%          .50%         .50%
                            -
                            S&P or Ba3
                            from Moody's

</TABLE>



                                       3


<PAGE>   4


<TABLE>
<CAPTION>

                                                        PRICING GRID B
                                                        LEVERAGE RATIO
                                                        --------------

                                           Applicable                              Applicable
                                            Percentage                Applicable    Percentage   Applicable
                                               for       Applicable   Percentage        for      Percentage
                 Unsecured                  Revolving-A   Percentage   for Letter    Revolving        for
                  Pricing      Senior      Eurocurrency   for Term        of        A-Facility    Base Rate
                   Level    Debt Rating       Loans        Loans      Credit Fees      Fees         Loans
                   -----    -----------       -----        -----      -----------      ----         -----
                     <S>    <C>               <C>           <C>         <C>            <C>            <C>
                     I      <3.25 to 1.0     1.375%         1.75%      1.375%         .375%         .25%

                    II      >3.25 to 1.0 but  1.50%         2.00%       1.50%          .50%         .50%
                            -
                            <3.75 to 1.0

                    III     >3.75 to 1.0 but  1.75%         2.25%       1.75%          .50%         .75%
                            -
                            <4.25 to 1.0

                    IV      >4.25 to 1.0 but  2.00%         2.50%       2.00%          .50%        1.00%
                            -
                            <4.75 to 1.0

                    V       >4.75 to 1.0      2.25%         2.75%       2.25%          .50%        1.25%
                            -

</TABLE>

                           The Applicable Percentage for Loans, the Letter of
                  Credit Fees and the Facility Fees shall, in each case, be
                  determined and adjusted on the date (each a "Calculation
                  Date") five Business Days after (x) the date by which the
                  Borrower is required to provide the officer's certificate in
                  accordance with the provisions of Section 7.1(c) or (y) the
                  date there is a change in the Unsecured Senior Debt Rating;
                  provided that if the Borrower fails to timely provide the
                  officer's certificate required by Section 7.1(c) for any
                  fiscal quarter, the Applicable Percentage for Loans, the
                  Letter of Credit Fees and the Facility Fees shall be based on
                  the higher of the applicable percentages corresponding to the
                  then current Unsecured Senior Debt Rating or Pricing Level V
                  of Pricing Grid B, until such time that an appropriate
                  officer's certificate is provided whereupon the Pricing Level
                  shall be determined by the then current Leverage Ratio or
                  Unsecured Senior Debt Rating, as applicable. Each
                  determination of the Applicable Percentage shall be effective
                  from one Calculation Date until the next Calculation Date. Any
                  adjustment in the Applicable Percentage shall be applicable to
                  all existing Loans and Letters of Credit as well as any new
                  Loans made or Letters of Credit issued.

                           In the event the two Unsecured Senior Debt Ratings
                  would provide for two different Pricing Levels in Pricing Grid
                  A, the Pricing Level determined by reference to the Unsecured
                  Senior Debt Rating shall be the Pricing Level that is one
                  level lower (i.e. lower priced) than the highest (i.e. most
                  expensive) Pricing Level indicated by the two Unsecured Senior
                  Debt Ratings.

                           The Borrower shall promptly deliver to the
                  Administrative Agent, at the address set forth on Schedule
                  11.1 and at the Agency Services Address, information regarding
                  any change in the Unsecured Senior Debt Rating, as determined
                  by S&P and Moody's, or any change in the Leverage Ratio that
                  would change an existing Pricing Level pursuant to Pricing
                  Grid A or Pricing Grid B.


                                       4


<PAGE>   5


                  (e)      Collateral Documents. The definition of "Collateral
         Documents" set forth in Section 1.1 of the Credit Agreement is amended
         and restated in its entirety to read as follows:

                           "Collateral Documents" means the Pledge Agreements,
                  the Bond Pledge Agreement, the Security Agreement, all
                  instruments, reports and other documents with respect to Real
                  Estate Collateral executed by the Credit Parties and delivered
                  to the Collateral Agent in accordance with Section 7.14 and
                  such other documents executed and delivered in connection with
                  the attachment and perfection of the Collateral Agent's
                  security interest in the Collateral, including, without
                  limitation, UCC financing statements.

                  (f)      Collateral Effective Date. Section 1.1 of the
         Credit Agreement is amended to delete the definition of "Collateral
         Effective Date" set forth therein in its entirety.

                  (g)      Collateral Period. Section 1.1 of the Credit
         Agreement is amended to delete the definition of "Collateral Period"
         set forth therein in its entirety.

                  (h)      Collateral Termination Date. Section 1.1 of the
         Credit Agreement is amended to delete the definition of "Collateral
         Termination Date" set forth therein in its entirety.

                  (i)      Farley Creditors. The definition of "Farley
         Creditors" set forth in Section 1.1 of the Credit Agreement is amended
         and restated in its entirety to read as follows:

                           "Farley Creditors" means the holders of that certain
                  Indebtedness, in an aggregate amount up to $65 million, of
                  William Farley that is unconditionally guaranteed in full by
                  the Borrower, the Parent and the Material Domestic
                  Subsidiaries of the Borrower.

                  (j)      Permitted Investments. Clause (o) of the definition
         of "Permitted Investments" set forth in Section 1.1 of the Credit
         Agreement is amended to delete the amount "$25,000,000" therein and to
         insert the amount "$20,000,000" in substitution therefor.

                  (k)      Permitted Liens. That portion of the definition of
         "Permitted Liens" set forth in Section 1.1 of the Credit Agreement
         beginning with clause (m) thereof to the end of such definition is
         amended and restated in its entirety to read as follows:

                           (m) pro rata Liens in favor of the Noteholders, the
                  Farley Creditors and the Synthetic Lease Creditors as set
                  forth in the terms of any Collateral Document executed and
                  delivered by the Credit Parties to the Collateral Agent, for
                  the benefit of the Lenders, the Noteholders, the Farley
                  Creditors and the Synthetic Lease Creditors and (n) Liens in
                  connection with Indebtedness permitted by Sections 8.1(l) and
                  (m) and (o) Liens in connection with that Indebtedness



                                       5


<PAGE>   6



                  permitted by Section 8.1(c), repayment of which Indebtedness
                  is secured by a lien on any asset owned by any Foreign
                  Subsidiary.

                  (l)      Pledge Agreements. The definition of "Pledge
         Agreements" set forth in Section 1.1 of the Credit Agreement is
         amended and restated in its entirety to read as follows:

                           "Pledge Agreements" means any Pledge Agreement (as
                  amended, modified, extended, renamed or restated from time to
                  time) executed and delivered by the Credit Parties in favor of
                  the Collateral Agent, for the benefit of the Lenders, the
                  Noteholders, the Farley Creditors and the Synthetic Lease
                  Creditors.

                  (m)      Security Agreement. The definition of "Security
         Agreement" set forth in Section 1.1 of the Credit Agreement is amended
         and restated in its entirety to read as follows:

                           "Security Agreement" means any Security Agreement (as
                  amended, modified, extended, renewed or restated from time to
                  time) executed and delivered by the Credit Parties in favor of
                  the Collateral Agent for the benefit of the Lenders, the
                  Noteholders, the Farley Creditors and the Synthetic Lease
                  Creditors.

         2.       Change from "Borrower" to "Parent". The following Sections
or parts thereof set forth in the Credit Agreement are amended to delete the
word "Borrower" in all of its instances therein and to insert the word "Parent"
in substitution therefor:

         (a)      clauses (x) and (y) of Section 2.2(a);
         (b)      Section 6.11;
         (c)      Section 6.14;
         (d)      Section 6.17;
         (e)      Section 6.18(a); provided that, to the extent the phrase "to
                  the best knowledge of the Borrower" appears in such section,
                  such phrase is specifically retained in its current form;
         (f)      Sections 7.1(f)(b) and 7.1(g)(iii);
         (g)      Section 8.9(c);
         (h)      Section 8.11(d)(ii); and
         (i)      Sections 9.1(f), 9.1(g)(excluding clause (iii) thereof)
                  and 9.1(i).

         3.       Mandatory Prepayments. Section 3.3(b) of the Credit Agreement
is amended to add a new paragraph (ii) thereto, to read as follows:

                  (ii)     Equity Issuance. Upon receipt by a Credit Party or
         any of its Domestic Subsidiaries of the proceeds from an Equity
         Issuance, the Borrower shall immediately forward to the Administrative
         Agent an amount equal to (A) 100% of the gross proceeds from such
         Equity Issuance minus (B) actual transaction costs payable to third
         parties in


                                       6


<PAGE>   7


         connection therewith as a prepayment of the Loans (to be applied as set
         forth in paragraph (iii) below).

         4.       Application of Prepayments. Paragraph (ii) of Section 3.3(b)
of the Credit Agreement shall become paragraph (iii) thereof, and is amended and
restated in its entirety to read as follows:

                  (iii)    Application of Prepayments. All amounts required to
         be paid pursuant to Section 3.3(b)(i)(A) shall be applied first to
         Revolving-A Loans, second to Swing Line Loans and third to a cash
         collateral account in respect of LOC Obligations. All amounts required
         to be paid pursuant to Sections 3.3(b)(ii) shall be applied first to
         the outstanding Term Loans (in direct order of Principal Amortization
         Payments) until the Term Loans have been paid in full, second to
         Revolving-A Loans (with a corresponding reduction in the Revolving-A
         Committed Amount), third to Swing Line Loans and fourth to a cash
         collateral account in respect of LOC Obligations. All amounts payable
         under Section 3.3(b) shall be applied, to the extent applicable, first
         to Base Rate Loans and then to Eurocurrency Loans in direct order of
         Interest Period maturities.

         5.       Issuing Lender Fees. Clause (A) of paragraph (ii) of Section
3.4(b) of the Credit Agreement is amended and restated in its entirety to read
as follows:

                  (A)      a fee equal to (x) if the definition of Applicable
         Percentage provides that Pricing Grid A or Pricing Level I, II, III or
         IV of Pricing Grid B is applicable on the date of issuance of the
         Letter of Credit, one-eighth of one percent (.125%) per annum on the
         total sum of all Letters of Credit issued by such Issuing Lender, or
         (y) if the definition of Applicable Percentage provides that Pricing
         Level V of Pricing Grid B is applicable on the date of issuance of the
         Letter of Credit (as set forth in the definition of Applicable
         Percentage), one-fifth of one percent (.20%) per annum on the total sum
         of all Letters of Credit issued by such Issuing Lender, such fee to be
         paid in arrears on the first day of each fiscal quarter of the Borrower
         (as well as on the Revolving-A Loan Maturity Date) for the immediately
         preceding fiscal quarter (or portion thereof) and

         6.       Remedies.  The final sentence of Section 4.6 of the Credit
Agreement is amended and restated in its entirety to read as follows:

                  The Guarantors acknowledge and agree that their obligations
         hereunder shall be secured in accordance with the terms of the
         Collateral Documents and that the Lenders may exercise their remedies
         thereunder in accordance with the terms thereof.

         7.       Subsidiaries. The second sentence of Section 6.15 of the
Credit Agreement is amended to delete the first eleven (11) words at the
beginning thereof and to insert the following words in substitution therefor:
"Information on Schedule 6.15 shall".

         8.       Collateral Documents. A new Section 6.26 of the Credit
Agreement is added to read as follows:




                                       7

<PAGE>   8


                  6.26     COLLATERAL DOCUMENTS.

                  The Collateral Documents create valid security interests in,
         and Liens on, the Collateral purported to be covered thereby, which
         security interests and Liens are and will remain perfected security
         interests and Liens, prior to all other Liens other than Permitted
         Liens. Each of the representations and warranties made by the Credit
         Parties and their Subsidiaries in the Collateral Documents is true and
         correct in all material respects.

         9.       ERISA. Clause (ii) of Section 7.1(g) of the Credit Agreement
is amended and restated in its entirety to read as follows:

                  (ii)     with respect to any Multiemployer Plan, the receipt
         of notice as prescribed in ERISA or otherwise of any withdrawal
         liability assessed against the Parent or any of its Subsidiaries or
         ERISA Affiliates, or of a determination that any Multiemployer Plan is
         in reorganization or insolvent (both within the meaning of Title IV of
         ERISA);

         10.      Environmental. The final sentence of subparagraph (h)(i) of
Section 7.1 of the Credit Agreement shall be amended to delete the words "during
any Collateral Period".

         11.      Financial Covenants. Section 7.2 of the Credit Agreement is
amended and restated in its entirety to read as follows:

                  As of the end of each fiscal quarter set forth below, the
         Leverage Ratio, Interest Coverage Ratio and Fixed Charge Coverage Ratio
         shall satisfy the following minimum and maximum requirements:
<TABLE>
<CAPTION>
                                                                                             Minimum Fixed
                                                             Minimum Interest              Charge Coverage
                                                              Coverage Ratio                     Ratio
                                       Maximum            (for the twelve-month          (for the twelve-month
         Fiscal Quarter Ending:     Leverage Ratio      period ending on such date)    period ending on such date)
         ----------------------     --------------      ---------------------------    ---------------------------
         <S>                         <C>                       <C>                             <C>

         June 30, 1999                6.0 to 1.0                1.0 to 1.0                     1.40 to 1.0
         September 30, 1999           6.0 to 1.0                1.0 to 1.0                     1.40 to 1.0
         December 31, 1999            5.0 to 1.0                1.0 to 1.0                     1.50 to 1.0
         March 31, 2000              3.25 to 1.0               2.25 to 1.0                     2.25 to 1.0
         June 30, 2000               3.25 to 1.0               2.25 to 1.0                     2.25 to 1.0
         September 30, 2000           3.0 to 1.0               2.50 to 1.0                     2.25 to 1.0
         December 31, 2000            3.0 to 1.0               2.50 to 1.0                     2.25 to 1.0
         and thereafter

</TABLE>


         12.      Audits/Inspections. Clause (a) of Section 7.11 of the Credit
Agreement is amended and restated in its entirety to read as follows:

                  (a)      so long as no Event of Default shall have occurred
         and be continuing, (i) no verification of accuracy of information
         shall include contacting the account debtors under any accounts
         receivable of any Credit Party and (ii) such visits and inspections
         shall not (A) disrupt the normal business operations of any Credit
         Party, (B) be conducted by more than 5 Persons at any one time or (C)
         occur more frequently than annually and



                                       8


<PAGE>   9


         13.      Additional Credit Parties. Section 7.12 of the Credit
Agreement is amended and restated in its entirety to read as follows:

         7.12     ADDITIONAL CREDIT PARTIES.

                  At the time any Person becomes a Material Domestic Subsidiary
         of a Credit Party, the Borrower shall so notify the Administrative
         Agent and promptly thereafter (but in any event within 30 days after
         the date thereof) shall (a) cause such Person to execute a Joinder
         Agreement in substantially the same form as Exhibit 7.12, (b) cause
         such Credit Party to execute an appropriate pledge agreement in
         substantially the form of the Pledge Agreements and otherwise in a form
         reasonably acceptable to the Collateral Agent, which pledge agreement
         will obligate such Credit Party to cause all of the equity interests of
         such Person to be delivered to the Collateral Agent (together with
         undated stock powers, if applicable, signed in blank) and pledged to
         the Collateral Agent, (c) if such Person has any Subsidiaries, cause
         such Person to execute a pledge agreement in substantially the form of
         the Pledge Agreements and otherwise in a form reasonably acceptable to
         the Collateral Agent, which pledge agreement will obligate such Person
         to cause all of the equity interests of its Domestic Subsidiaries and
         65% of the equity interests of its Material First Tier Foreign
         Subsidiaries to be delivered to the Collateral Agent (together with
         undated stock powers, if applicable, signed in blank) and pledged to
         the Collateral Agent, (d) cause such Person to execute a security
         agreement in substantially the same form of the Security Agreements and
         otherwise in a form reasonably acceptable to the Collateral Agent,
         which security agreement will obligate such Person to cause all of its
         personal property collateral to be pledged to the Collateral Agent, (e)
         cause such Person to execute and deliver to the Collateral Agent all
         such instruments, reports and other documents with respect to its Real
         Estate Collateral as required by the terms of Section 7.14 and (f)
         deliver, or cause such Person to deliver, such other documentation as
         the Collateral Agent may reasonably request in connection with the
         foregoing, including, without limitation, certified resolutions and
         other organizational and authorizing documents of such Person,
         favorable opinions of counsel to such Person (which shall cover, among
         other things, the legality, validity, binding effect and enforceability
         of the documentation referred to above) and all appropriate UCC-1
         financing statements or other similar documents, in form, content and
         scope reasonably satisfactory to the Collateral Agent, relating to the
         Collateral.

         14.      Collateral.  Section 7.13 of the Credit Agreement is amended
and restated in its entirety to read as follows:

                  7.13     COLLATERAL.

                  (a)      If, subsequent to the Closing Date, a Credit Party
         shall (i) acquire any real property, any patented, registered or
         applied for intellectual property or any securities or (ii) acquire
         any other personal property required to be delivered to the Collateral
         Agent as Collateral hereunder or under any of the Collateral
         Documents, the Borrower shall immediately notify the Collateral Agent
         of same.


                                       9


<PAGE>   10


                  (b)      Each Credit Party shall take such action, as
         reasonably requested by the Collateral Agent and at its own expense,
         to ensure that the Lenders have a perfected Lien in all material
         Collateral of the Credit Parties as set forth in the Collateral
         Documents (whether now owned or hereafter acquired), subject only to
         Permitted Liens. Such actions to be required by the Collateral Agent
         may include, but are not limited to, delivery of UCC financing
         statements or other similar documents, patent, trademark or copyright
         filings, mortgage documents (in accordance with Section 7.14) and
         legal opinions with respect thereto. No Credit Party shall change the
         locations of its personal property except as permitted by the
         Collateral Documents with appropriate notice to the Collateral Agent.

         15.      Real Estate Collateral. Section 7.14 of the Credit Agreement
is amended and restated in its entirety to read as follows:

                  7.14.    REAL ESTATE COLLATERAL.

                  (a)      With respect to the Real Estate Collateral not
         listed on Schedule 7.14, on or before September 20, 1999, the Credit
         Parties shall deliver to the Collateral Agent all such documents as
         are reasonably requested by the Collateral Agent to evidence its lien
         and encumbrance upon such Real Estate Collateral, in form and
         substance acceptable to the Collateral Agent in its reasonable
         discretion, such documents to include, without limitation:

                           (i)      fully executed and notarized mortgages,
                  deeds of trust or deeds to secure debt (each a "Mortgage"
                  and collectively the "Mortgages") encumbering the fee
                  interest in such Real Estate Collateral (each a "Mortgaged
                  Property" and collectively the "Mortgaged Properties") in
                  compliance with all recording requirements of applicable
                  state law;

                           (ii)     a title report obtained by the Credit
                  Parties in respect of each of the Mortgaged Properties;

                           (iii)    an ALTA mortgagee title insurance policy in
                  form and substance, issued by such company, in such amounts
                  and with such assurances as are acceptable to the Collateral
                  Agent in its reasonable discretion;

                           (iv)     evidence as to flood hazards, if any, with
                  respect to each of the Mortgaged Properties together with
                  copies of federal or other insurance policies or certificates
                  of insurance of the Credit Parties evidencing flood insurance
                  (if indicated by any such evidence of flood hazard) reasonably
                  satisfactory to the Collateral Agent and naming the
                  Administrative Agent as sole loss payee;

                           (v)      maps or plats of an as-built survey of the
                  sites of the Mortgaged Properties certified to the
                  Collateral Agent and the applicable title insurance company
                  in a manner reasonably satisfactory to them, dated a date
                  satisfactory to each of the Collateral Agent and such title
                  insurance company by an independent


                                       10

<PAGE>   11


                  professional licensed land surveyor reasonably satisfactory
                  to each of the Collateral Agent and such title insurance
                  company; and

                           (vi)     all environmental inspections and reports
                  with respect to the Mortgaged Properties required by
                  applicable Environmental Laws or otherwise reasonably
                  requested by the Collateral Agent.

                  (b)      With respect to Real Estate Collateral listed on
         Schedule 7.14,

                           (i)      on or before January 15, 2000, the Credit
                  Parties shall complete the sale of such Real Estate
                  Collateral in accordance with Section 8.5(j); or

                           (ii)     if any such Real Estate Collateral is not
                  sold pursuant to subsection (b)(i) above, on or before
                  February 15, 2000, the Credit Parties shall deliver to the
                  Collateral Agent all such documents with respect to such
                  Real Estate Collateral required by subsection (a) above.

         16.      Indebtedness.

                  (a)      The parenthetical set forth in Section 8.1(c) of the
         Credit Agreement is amended to delete the words "to the holder of such
         Indebtedness," therein and to insert the words "to all holders of such
         Indebtedness" in substitution therefor.

                  (b)      Section 8.1 of the Credit Agreement is amended to
         add a new subsection (l) to read as follows:

                           (l)      that certain Guaranty of Payment (the
                  "Farley Guaranty"), dated as of March 24, 1999, executed by
                  the Borrower, the Parent and certain Subsidiaries of the
                  Borrower in favor of NationsBank, N.A. as Administrative
                  Agent for the Farley Creditors for the benefit of William
                  Farley (and renewals, refinancings, replacements or
                  extensions thereof on terms and conditions no more
                  favorable, in the aggregate, to the holders of such
                  Indebtedness, than such existing Indebtedness and in a
                  principal amount not in excess of that outstanding as of the
                  date of such renewal, refinancing, replacement or extension
                  plus any financed fees and expenses, including without
                  limitation prepayment premiums and break funding fees,
                  incurred by the applicable Credit Party in connection with
                  any such renewal, refinancing, replacement or extension;
                  provided, however, that, with respect to any Indebtedness
                  which is being renewed, refinanced, replaced or extended,
                  the principal amount thereof which is permitted to be
                  renewed, refinanced, replaced or extended pursuant to the
                  terms of this clause (l) shall be an amount equal to the
                  aggregate commitments of the lenders under the documents
                  evidencing the Indebtedness which is being so renewed,
                  refinanced, replaced or extended plus any financed fees and
                  expenses, including without limitation prepayment premiums
                  and break funding fees, incurred by the applicable Credit
                  Party in connection with any such renewal, refinancing,
                  replacement or extension); and

                                       11




<PAGE>   12


                  (c) Subsection (l) of Section 8.1 of the Credit Agreement
         shall become subsection (m) thereof, and is amended and restated in its
         entirety to read as follows:

                           (m)      other Indebtedness; provided, however, that
                  the aggregate amount of Indebtedness permitted under this
                  Section 8.1(m), when added (without duplication) to the
                  aggregate amount of sale leaseback transactions then
                  outstanding and permitted under Section 8.6, shall not
                  exceed $10,000,000 (it being understood that the calculation
                  of each such aggregate amount will not include Indebtedness
                  outstanding and permitted under Sections 8.1(a)-(l),
                  including Indebtedness listed on Schedule 6.10 and
                  refinancings thereof permitted pursuant to Section 8.1(c)
                  and the Farley Guaranty and refinancings thereof permitted
                  pursuant to Section 8.1(l)).

         17.      Consolidation and Merger. Clauses (b) and (c) of Section 8.4
of the Credit Agreement are amended and restated in their entirety to read as
follows:

                  (b)      if the merger or consolidation involves a Credit
         Party, the Person formed by such consolidation or into which a Credit
         Party is merged shall either (i) be such Credit Party or (ii) be a
         Domestic Subsidiary and shall expressly assume in writing all of the
         obligations of such Credit Party under the Credit Documents; provided
         that (A) if the transaction is between the Borrower and another Person
         or the Parent and another Person, the Borrower or Parent, as
         applicable, must be the surviving entity and (B) the Borrower and the
         Parent may not merge into each other.

                  (c)      if the merger or consolidation involves a Material
         First Tier Foreign Subsidiary, the Lenders receive 65% of the Voting
         Stock of the surviving Material First Tier Foreign Subsidiary, if any;

         18.      Sale or Lease of Assets. Section 8.5 of the Credit Agreement
is amended to add a paragraph to the end thereof to read as follows:

                  Upon a sale of assets permitted by this Section 8.5, the
         Collateral Agent shall promptly deliver to the Borrower, upon the
         Borrower's request and at the Borrower's expense, such documentation as
         is reasonably necessary to evidence the release of the Lenders'
         security interest in such assets, including, without limitation,
         amendments or terminations of UCC financing statements.

         19.      Sale Leasebacks. That portion of Section 8.6 of the Credit
Agreement beginning with clause (b)(ii) thereof through the end of such
definition is amended and restated in its entirety to read as follows:

                  (ii)     other sale leaseback transactions; provided,
         however, that the aggregate amount of sale leaseback transactions
         permitted under this clause (ii), when added (without duplication) to
         the aggregate amount of Indebtedness then outstanding and permitted
         under Section 8.1(m), shall not exceed $10,000,000 (it being
         understood that


                                       12


<PAGE>   13



         the calculation of each such aggregate amount will not include
         Indebtedness outstanding and permitted under Sections 8.1(a)-(l),
         including Indebtedness listed on Schedule 6.10 and refinancings
         thereof permitted pursuant to Section 8.1(c) and the Farley Guaranty
         and refinancings thereof permitted pursuant to Section 8.1(l).

         20.      Restricted Payments.

                           (a)      Clause (b)(i) of Section 8.8 of the Credit
                  Agreement is amended to add the word "and" at the end thereof.

                  (b)      Clause (b)(ii) of Section 8.8 of the Credit
         Agreement is amended to delete the words "$15 million per year"
         therein and to insert the words "$4 million per year" in substitution
         therefor and to delete the word "and" at the end thereof.

                  (c)      Clause (b)(iii) of Section 8.8 of the Credit
         Agreement is deleted in its entirety.

         21.      Notices. Schedule 11.1 to the Credit Agreement is replaced
in its entirety by the revised Schedule 11.1 attached hereto.

         22.      Further Assurances. Section 11.15 of the Credit Agreement is
amended and restated in its entirety to read as follows:

                  11.15    FURTHER ASSURANCES.

                  The Credit Parties agree, upon the request of the Agents, to
         promptly take such actions, as reasonably requested, as are necessary
         to carry out the intent of this Credit Agreement and the other Credit
         Documents, including, but not limited to, such actions as are necessary
         to ensure that the Lenders have a perfected security interest in the
         Collateral covered by such Collateral Document subject to no liens
         other than Permitted Liens.

         23.      Collateral Termination Date. Section 11.20 of the Credit
Agreement is deleted in its entirety.

         24.      Conditions Precedent. The effectiveness of this Amendment is
subject to receipt by the Administrative Agent of the following:

                  (a)      copies of this Amendment duly executed by the Credit
         Parties and by the Required Lenders.

                  (b)      an Amendment to the Security Agreement duly executed
         by the Credit Parties, in form and substance acceptable to the
         Required Lenders.


                                       13


<PAGE>   14


                  (c)      an Amendment to the Second Amended and Restated
         Pledge Agreement duly executed by the Credit Parties, in form and
         substance acceptable to the Required Lenders.

                  (d)      an Amendment to the Bond Pledge Agreement duly
         executed by the Credit Parties, in form and substance acceptable to
         the Required Lenders.

                  (e)      a certificate of the corporate secretary of each of
         the Credit Parties certifying as to resolutions or authorization of
         each Credit Party approving and adopting this Amendment, the Amendment
         to the Security Agreement, the Amendment to the Second Amended and
         Restated Pledge Agreement, the Amendment to the Bond Pledge Agreement
         and the transactions contemplated herein and therein and authorizing
         execution and delivery hereof and thereof.

                  (f)      an opinion or opinions from counsel to the Credit
         Parties, relating to this Amendment, the Amendment to the Security
         Agreement, the Amendment to the Second Amended and Restated Pledge
         Agreement, the Amendment to the Bond Pledge Agreement and the
         transactions contemplated herein and therein, in form and substance
         satisfactory to the Administrative Agent, addressed to the
         Administrative Agent on behalf of the Lenders and dated as of the date
         hereof.

                  (g)      the execution and delivery of such UCC financing
         statements and such patent, trademark and copyright filings or the
         taking of such other actions as the Collateral Agent may reasonably
         request in order to perfect the Lenders' security interest in the
         Collateral.

                  (h)      the payment of an amendment fee to each Lender who
         executes this Amendment of one-quarter of one percent (.25% ) of its
         current total Commitment and the payment of such other fees as agreed
         to between the Borrower and the Administrative Agent.

                  (i)      an agreement with the Synthetic Lease Creditors (or
         an agent on their behalf) that the assets subject to the CSFB
         Advantage Lease Financing will be liquidated and applied to the
         balance outstanding under the CSFB Advantage Lease Financing prior to
         any claim being made by such Synthetic Lease Creditors with respect to
         the Collateral.

         25.      Ratification of Credit Agreement. The term "Credit Agreement"
as used in each of the Credit Documents shall hereafter mean the Credit
Agreement as amended by this Amendment. Except as herein specifically agreed,
the Credit Agreement is hereby ratified and confirmed and shall remain in full
force and effect according to its terms.

         26.      Authority/Enforceability. Each of the Credit Parties, the
Administrative Agent and the Lenders represents and warrants as follows:

                  (a)      It has taken all necessary action to authorize the
         execution, delivery and performance of this Amendment.



                                       14


<PAGE>   15


                  (b)      This Amendment has been duly executed and delivered
         by such Person and constitutes such Person's legal, valid and binding
         obligations, enforceable in accordance with its terms, except as such
         enforceability may be subject to (i) bankruptcy, insolvency,
         reorganization, fraudulent conveyance or transfer, moratorium or
         similar laws affecting creditors' rights generally and (ii) general
         principles of equity (regardless of whether such enforceability is
         considered in a proceeding at law or in equity).

                  (c)      No consent, approval, authorization or order of, or
         filing, registration or qualification with, any court or governmental
         authority or third party is required in connection with the execution,
         delivery or performance by such Person of this Amendment.

         27.      No Default/Release. The Credit Parties represent and warrant
to the Lenders that (a) the representations and warranties of the Credit Parties
set forth in Section 6 of the Credit Agreement are true and correct as of the
date hereof, (b) no event has occurred and is continuing which constitutes a
Default or an Event of Default except as is being cured by the execution and
delivery of this Amendment and (c) they have no claims, counterclaims, offsets,
credits or defenses to their obligations under the Credit Documents or to the
extent they have any they are hereby released in consideration of the Required
Lenders entering into this Amendment.

         28.      Counterparts/Telecopy. This Amendment may be executed in
any number of counterparts, each of which when so executed and delivered shall
be an original, but all of which shall constitute one and the same instrument.
Delivery of executed counterparts by telecopy shall be effective as an original
and shall constitute a representation that an original will be delivered.

         29.      GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA.


                  [remainder of page intentionally left blank]





                                       15



<PAGE>   16


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

BORROWER:
---------
                                    FRUIT OF THE LOOM, INC.,
                                    a Delaware corporation

                                    By: /s/ Brian J. Hanigan
                                        ---------------------------------------
                                    Name:  Brian J. Hanigan
                                    Title:  Vice President and Treasurer


GUARANTORS:
-----------
                                    FRUIT OF THE LOOM, LTD.,
                                    a Cayman Islands company

                                    UNION UNDERWEAR COMPANY, INC.,
                                    a New York corporation

                                    ALICEVILLE COTTON MILL, INC.,
                                    an Alabama corporation

                                    THE B.V.D. LICENSING CORPORATION,
                                    a Delaware corporation

                                    FAYETTE COTTON MILL, INC.,
                                    an Alabama corporation

                                    FOL CARIBBEAN CORPORATION,
                                    a Delaware corporation

                                    FRUIT OF THE LOOM ARKANSAS, INC.,
                                    an Arkansas corporation

                                    FRUIT OF THE LOOM CARIBBEAN, INC.,
                                    a Delaware corporation

                                    FRUIT OF THE LOOM, INC.,
                                    a New York corporation

                                    FRUIT OF THE LOOM TEXAS, INC.,
                                    a Texas corporation



                                       16



<PAGE>   17


                                    FTL SALES COMPANY, INC.,
                                    a New York corporation

                                    GITANO FASHIONS LIMITED,
                                    a Delaware corporation

                                    GREENVILLE MANUFACTURING, INC.,
                                    a Mississippi corporation

                                    JET SEW TECHNOLOGIES, INC.,
                                    a New York corporation

                                    MARTIN MILLS, INC.,
                                    a Louisiana corporation

                                    PRO PLAYER, INC.,
                                    a New York corporation

                                    RABUN APPAREL, INC.,
                                    a Georgia corporation

                                    RUSSELL HOSIERY MILLS, INC.,
                                    a North Carolina corporation

                                    SALEM SPORTSWEAR CORPORATION,
                                    a Delaware corporation

                                    SHERMAN WAREHOUSE CORPORATION,
                                    a Mississippi corporation

                                    UNION SALES, INC.,
                                    a Delaware corporation

                                    UNION YARN MILLS, INC.,
                                    an Alabama corporation

                                    WHITMIRE MANUFACTURING, INC.,
                                    a South Carolina corporation

                                    WINFIELD COTTON MILL, INC.,
                                    an Alabama corporation

                                    FTL REGIONAL SALES COMPANY, INC.,
                                    a Delaware corporation

                                    LEESBURG YARN MILLS, INC.,



                                       17


<PAGE>   18



                                    an Alabama corporation

                                    SALEM SPORTSWEAR, INC.,
                                    a New Hampshire corporation

                                    FRUIT OF THE LOOM TRADING COMPANY,
                                    a Delaware corporation

                                    DEKALB KNITTING CORPORATION,
                                    an Alabama corporation


                                    By: /s/ Brain J. Hanigan
                                        ---------------------------------------
                                    Name:  Brian J. Hanigan
                                    Title:  Vice President and a Financial
                                            Officer of each of the foregoing
                                            entities identified as a Guarantor




                                       18



<PAGE>   19


LENDERS:
--------

                           BANK OF AMERICA, N.A. (F/K/A NATIONSBANK, N.A)
                           individually in its capacity as a Lender and in
                           its capacity as Administrative Agent and
                           Collateral Agent


                           By:  /s/ Leesa Sluder
                                ---------------------------------------------
                           Name:  Leesa Sluder
                           Title: Senior Vice President




                                       19




<PAGE>   20


                      SIGNATURE PAGE TO FIFTH AMENDMENT TO
                       FRUIT OF THE LOOM CREDIT AGREEMENT


                                            BANKERS TRUST COMPANY


                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------



                                       20

<PAGE>   21


                      SIGNATURE PAGE TO FIFTH AMENDMENT TO
                       FRUIT OF THE LOOM CREDIT AGREEMENT


                                            THE BANK OF NEW YORK


                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------


                                       21



<PAGE>   22


                      SIGNATURE PAGE TO FIFTH AMENDMENT TO
                       FRUIT OF THE LOOM CREDIT AGREEMENT


                                            THE BANK OF NOVA SCOTIA


                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------



                                       22



<PAGE>   23


                      SIGNATURE PAGE TO FIFTH AMENDMENT TO
                       FRUIT OF THE LOOM CREDIT AGREEMENT


                                            THE CHASE MANHATTAN BANK


                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------



                                       23



<PAGE>   24


                      SIGNATURE PAGE TO FIFTH AMENDMENT TO
                       FRUIT OF THE LOOM CREDIT AGREEMENT


                                            ABN AMRO BANK N.V.


                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------

                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------




                                       24



<PAGE>   25


                      SIGNATURE PAGE TO FIFTH AMENDMENT TO
                       FRUIT OF THE LOOM CREDIT AGREEMENT


                                            BANK AUSTRIA CREDITANSTALT
                                            CORPORATE FINANCE, INC.


                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------


                                       25




<PAGE>   26


                      SIGNATURE PAGE TO FIFTH AMENDMENT TO
                       FRUIT OF THE LOOM CREDIT AGREEMENT


                                            BANK OF AMERICA NT & SA


                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------


                                       26

<PAGE>   27


                      SIGNATURE PAGE TO FIFTH AMENDMENT TO
                       FRUIT OF THE LOOM CREDIT AGREEMENT


                                            CREDIT AGRICOLE INDOSEUZ


                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------


                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------


                                       27

<PAGE>   28


                      SIGNATURE PAGE TO FIFTH AMENDMENT TO
                       FRUIT OF THE LOOM CREDIT AGREEMENT


                                            CREDIT LYONNAIS CHICAGO BRANCH


                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------


                                       28

<PAGE>   29


                      SIGNATURE PAGE TO FIFTH AMENDMENT TO
                       FRUIT OF THE LOOM CREDIT AGREEMENT


                                            CREDIT SUISSE FIRST BOSTON


                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------


                                       29

<PAGE>   30


                      SIGNATURE PAGE TO FIFTH AMENDMENT TO
                       FRUIT OF THE LOOM CREDIT AGREEMENT


                                            THE FIRST NATIONAL BANK OF CHICAGO


                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------



                                       30

<PAGE>   31


                      SIGNATURE PAGE TO FIFTH AMENDMENT TO
                       FRUIT OF THE LOOM CREDIT AGREEMENT


                                            THE FUJI BANK, LIMITED


                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------



                                       31


<PAGE>   32


                      SIGNATURE PAGE TO FIFTH AMENDMENT TO
                       FRUIT OF THE LOOM CREDIT AGREEMENT


                                            GULF INTERNATIONAL BANK B.S.C.


                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------



                                       32

<PAGE>   33


                      SIGNATURE PAGE TO FIFTH AMENDMENT TO
                       FRUIT OF THE LOOM CREDIT AGREEMENT


                                            HIBERNIA NATIONAL BANK


                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------



                                       33

<PAGE>   34


                      SIGNATURE PAGE TO FIFTH AMENDMENT TO
                       FRUIT OF THE LOOM CREDIT AGREEMENT


                                         THE INDUSTRIAL BANK OF JAPAN, LIMITED


                                         By:
                                            --------------------------------
                                         Name:
                                              ------------------------------
                                         Title:
                                               -----------------------------




                                     34


<PAGE>   35


                      SIGNATURE PAGE TO FIFTH AMENDMENT TO
                       FRUIT OF THE LOOM CREDIT AGREEMENT


                                       THE LONG-TERM CREDIT BANK OF JAPAN, LTD.


                                       By:
                                          --------------------------------
                                       Name:
                                            ------------------------------
                                       Title:
                                             -----------------------------



                                       35

<PAGE>   36


                      SIGNATURE PAGE TO FIFTH AMENDMENT TO
                       FRUIT OF THE LOOM CREDIT AGREEMENT


                                         THE NORTHERN TRUST COMPANY


                                         By:
                                            --------------------------------
                                         Name:
                                              ------------------------------
                                         Title:
                                               -----------------------------




                                       36



<PAGE>   37


                      SIGNATURE PAGE TO FIFTH AMENDMENT TO
                       FRUIT OF THE LOOM CREDIT AGREEMENT


                                         CO-PERATIEVE CENTRALE RAIFFEISEN-
                                         BOERENLEENBANK B.A. "RABOBANK
                                         NEDERLAND", NEW YORK BRANCH

                                         By:
                                            --------------------------------
                                         Name:
                                              ------------------------------
                                         Title:
                                               -----------------------------



                                       37




<PAGE>   38


                      SIGNATURE PAGE TO FIFTH AMENDMENT TO
                       FRUIT OF THE LOOM CREDIT AGREEMENT


                                         SOCIETE GENERALE

                                         By:
                                            --------------------------------
                                         Name:
                                              ------------------------------
                                         Title:
                                               -----------------------------



                                       38

<PAGE>   39


                      SIGNATURE PAGE TO FIFTH AMENDMENT TO
                       FRUIT OF THE LOOM CREDIT AGREEMENT


                                         TORONTO DOMINION (TEXAS), INC.


                                         By:
                                            --------------------------------
                                         Name:
                                              ------------------------------
                                         Title:
                                               -----------------------------



                                       39

<PAGE>   40


                      SIGNATURE PAGE TO FIFTH AMENDMENT TO
                       FRUIT OF THE LOOM CREDIT AGREEMENT


                                         UNION BANK OF CALIFORNIA, N.A.


                                         By:
                                            --------------------------------
                                         Name:
                                              ------------------------------
                                         Title:
                                               -----------------------------



                                       40

<PAGE>   41


                      SIGNATURE PAGE TO FIFTH AMENDMENT TO
                       FRUIT OF THE LOOM CREDIT AGREEMENT


                                         THE ASAHI BANK, LTD., NEW YORK BRANCH


                                         By:
                                            --------------------------------
                                         Name:
                                              ------------------------------
                                         Title:
                                               -----------------------------


                                       41