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EXHIBIT 2.5
SECOND SUPPLEMENTAL ENVIRONMENTAL INDEMNITY
ALAMAC SUB HOLDINGS, INC., a Delaware corporation, AIH, INC., a
Delaware corporation, WESTPOINT XXXXXXX INC., a Delaware corporation, and
DYERSBURG CORPORATION, a Tennessee corporation, having entered into a Stock
Purchase Agreement (the "Purchase Agreement"), dated July 15, 1997, among
themselves, do hereby agree as follows:
1. Unless otherwise defined herein, all capitalized terms shall
have the meaning provided in the Purchase Agreement.
2. This Second Supplemental Environmental Indemnity (the "Agreement")
is intended to supplement the Purchase Agreement. To the extent any provision
of this Agreement contradicts any provision contained in the Purchase
Agreement, the parties agree that the provisions of this Agreement shall
control.
3. Purchaser has expressed concerns about the compliance of the
Company's Plants in Xxxxxxxx and Lumberton, North Carolina, with the opacity
limits contained in the air pollution control permits for these two Plants.
Each of Seller and WPS (the "Indemnitors") jointly and severally agreed that it
shall indemnify, defend and hold harmless the Purchaser Indemnified Parties
from and against any and all Losses arising from or relating to violations of
the opacity limits contained in the air pollution permits for the Company's
Xxxxxxxx and Lumberton, North Carolina, Plants, including without limitation
costs of any stack modifications and/or control equipment necessary to attain
continued compliance with such limits, in accordance with the Applicable
Percentages set forth in Section 10.5(c) of the Purchase Agreement. Purchaser
shall consult with WPS regarding the scope of any investigation of the alleged
exceedences and, to the extent some corrective action is required to achieve
compliance, Purchaser shall follow the procedures set forth in Section
10.5(d)(iii) of the Purchase Agreement.
4. In light of the indemnity provided herein, the parties acknowledge
that the conditions referred to in paragraph 2 above do not constitute material
breaches of the representations and warranties contained in Section 4.17 of the
Purchase Agreement.
5. The indemnification procedures set forth in Section 10.4 of the
Purchase Agreement, but not Section
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10.2 (b) thereof, shall govern any claim made pursuant to paragraph 3 above.
6. The Indemnitors' obligation under paragraph 3 of this Agreement shall
survive until the third anniversary of the Closing.
7. All notices and other communications under this Agreement shall be in
writing and shall be deemed given when delivered personally, on the fifth
Business Day after being mailed by certified mail, return receipt requested,
the next Business Day after delivery to a recognized overnight courier or when
sent by facsimile to the parties at the following addresses (or to such other
address as a party may have specified by notice given to the other party
pursuant to this Section):
If to WPS, Seller or the Company, to:
WestPoint Xxxxxxx Inc.
000 Xxxx Xxxxx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Attention: General Counsel
Facsimile: 000-000-0000
If to Purchaser, to:
Dyersburg Corporation
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: President
Facsimile: 000-000-0000
8. This Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and permitted assigns. Except as
otherwise provided herein, nothing in this Agreement shall create or be deemed
to create any third party beneficiary rights in any person or entity not a party
to this Agreement. No assignment of this Agreement or of any rights or
obligations hereunder may be made by WPS, Seller or Purchaser (by operation of
Law or otherwise) without the prior written consent of the other parties hereto
and any attempted assignment without the required consents shall be void;
except that before or after the Closing the Purchaser shall have the right,
without such consent, to assign to a direct or indirect wholly-owned subsidiary
of Purchaser its rights and obligations hereunder, provided that no such
assignment shall relieve
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Purchaser of its obligations hereunder if such assignee does not perform such
obligations. Upon any such permitted assignment, the references in this
Agreement to Purchaser shall also apply to any such assignee unless the context
otherwise requires.
9. This Agreement may be executed in counterparts, each of which shall
be deemed an original, and all of which together shall constitute one and the
same Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of August
17, 1997.
ALAMAC HOLDINGS INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title:President
AIH INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title:President
WESTPOINT XXXXXXX INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title:Executive Vice President-Finance
Chief Financial Officer
DYERSBURG CORPORATION
By: /s/ T. Xxxxxx XxXxxxx
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Name: T. Xxxxxx XxXxxxx
Title:Chief Executive Officer
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