Exhibit 10.1
SEVENTH AMENDMENT AGREEMENT
This Seventh Amendment Agreement, dated as of September 19, 2002 (this
"Agreement"), is among WESTPOINT XXXXXXX INC., a Delaware corporation (the
"Borrower"), WESTPOINT XXXXXXX (UK) LIMITED, WESTPOINT XXXXXXX (EUROPE)
LIMITED, each of the Banks signatories hereto, each of the Subsidiary
Guarantors signatories hereto, and BANK OF AMERICA, N.A., as Administrative
Agent (the "Agent").
RECITALS:
A. Pursuant to that certain Second Amended and Restated Credit
Agreement, dated as of June 9, 1998, among the Borrower, WestPoint Xxxxxxx (UK)
Limited and WestPoint Xxxxxxx (Europe) Limited (collectively, the "Foreign
Borrowers"), the lending and financial institutions party thereto from time to
time (the "Banks"), and the Agent (the "Original Credit Agreement"), the Banks
agreed to make revolving loan and letter of credit facilities available to the
Borrower and the Foreign Borrowers.
B. The Original Credit Agreement has been amended by (i) that
certain Amendment Agreement, dated as of July 31, 1998; (ii) that certain
Second Amendment Agreement, dated as of May 20, 1999; (iii) that certain Third
Amendment Agreement, dated as of May 30, 2000; (iv) that certain Fourth
Amendment Agreement, dated as of December 31, 2000; (v) that certain Fifth
Amendment Agreement, dated as of March 26, 2001; (vi) that certain Amendment
Agreement, dated as of June 29, 2001 (which also amended terms of the Second
Amended and Restated Collateral Trust Agreement); and (vii) by separate letter
agreements dated June, 30, 1998, October 7, 1998, March 16, 1999, August 31,
1999, and November 15, 1999 (as amended, the "Existing Credit Agreement").
C. The Borrower and the Foreign Borrowers have requested that the
Required Banks agree to make certain additional amendments to the Existing
Credit Agreement.
NOW, THEREFORE, based upon the foregoing, and for good and valuable
consideration, the sufficiency and receipt of which is hereby acknowledged, the
parties hereby agree as follows:
PART I
DEFINITIONS
SUBPART 1.1. Certain Definitions. Unless otherwise defined herein
or the context otherwise requires, terms used in this Agreement, including its
preamble and recitals, have the following meanings:
"Amended Credit Agreement" means the Existing Credit Agreement
as amended hereby.
"Effective Date" shall mean the date upon which each of the
conditions set forth in Part 3 have been satisfied.
SUBPART 1.2. Other Definitions. Unless otherwise defined herein
or the context otherwise requires, terms used in this Agreement, including its
preamble and recitals, have the meanings provided in the Amended Credit
Agreement.
PART II
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Effective Date,
the Existing Credit Agreement is hereby amended in accordance with this Part
II. Except as so amended, the Existing Credit Agreement shall continue in full
force and effect.
SUBPART 2.1. Addition of New Definitions in Section 1.1. Section
1.1 of the Existing Credit Agreement is amended by adding each of the following
definitions in the appropriate alphabetical order:
"2002 Restructuring Charges" means the following
non-recurring charges, more specifically described in the 2002
Restructuring Plan, in the aggregate amount not in excess of
$36,500,000 ($23,360,000 after tax), incurred, accrued or reserved by
the Borrower or its Consolidated Subsidiaries during fiscal years 2002
through 2004 in connection with the closing and consolidation of
certain facilities: (i) direct inventory write-offs and/or related
increases in inventory reserves; (ii) write-offs of fixed assets and
non-capitalized relocation charges; (iii) write-offs of intangibles
related to impaired assets; and (iv) without duplication, relocation,
severance, unabsorbed overhead, and other related costs. The
allocation and amounts of the general categories of such charges shall
be consistent with the allocation and amounts of such categories
detailed in the 2002 Restructuring Plan as disclosed to the Agent and
the Banks; provided, however, that the Borrower shall have the
discretion to re-allocate amounts among sub-categories of the various
restructuring charges described in the 2002 Restructuring Plan to
accurately reflect the actual charges incurred by the Consolidated
Parties.
"2002 Restructuring Plan" means that certain restructuring
plan, dated September 9, 2002, presented by the Borrower to the Agent
and the Banks, outlining certain changes in the operations of the
Consolidated Parties.
SUBPART 2.2. Amendment of Definition of Applicable Percentage.
Section 1.1 of the Existing Credit Agreement is amended by modifying the
definition of "Applicable Percentage" to read in its entirety as follows:
"Applicable Percentage" means, for purposes of calculating
the applicable interest rate for any day for any Eurocurrency Loan,
the applicable rate of the Standby Letter of Credit Fee for any day
for purposes of Section 3.5(c)(i) or the applicable rate of the Trade
Letter of Credit Fee for any day for purposes of Section 3.5(c)(ii),
an amount equal to 4.50%.
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SUBPART 2.3. Amendment of Definition of "Base Rate". Section 1.1
of the Existing Credit Agreement is amended by modifying the definition of
"Base Rate" to read in its entirety as follows:
"Base Rate" means, for any day, the rate per annum equal to
the Prime Rate for such day plus two and three-quarter percent
(2.75%). Any change in the Base Rate due to a change in the Prime Rate
shall be effective on the effective date of such change in the Prime
Rate.
SUBPART 2.4. Amendment Of Definition of "Consolidated Net Income".
Section 1.1 of the Existing Credit Agreement is amended by modifying the
definition of "Consolidated Net Income" and "Consolidated Net Loss" to read in
its entirety as follows:
"Consolidated Net Income" and "Consolidated Net Loss" mean,
respectively, for any period, the aggregate net income (or net loss)
of the Consolidated Parties on a consolidated basis, as determined in
accordance with GAAP. There shall be excluded in computing
Consolidated Net Income and Consolidated Net Loss, to the extent
otherwise included therein, (i) any gain or loss which is treated as
an extraordinary item under GAAP and any gain or loss from the sale of
any asset other than a sale in the ordinary course of business, (ii)
the income or loss of any Person (other than a Consolidated Subsidiary
of the Borrower) in which any other Person (other than the Borrower or
any of its Consolidated Subsidiaries) has a joint interest, except to
the extent of the amount of dividends or other distributions actually
paid to the Borrower or any of its Consolidated Subsidiaries by such
Person during such period, (iii) the income or loss of any Person
accrued prior to the date it becomes a Consolidated Subsidiary of the
Borrower or is merged into or consolidated with the Borrower or any of
its Consolidated Subsidiaries or that Person's assets are acquired by
the Borrower or any of its Consolidated Subsidiaries, (iv) the income
of any Consolidated Subsidiary of the Borrower to the extent that the
declaration or payment of dividends or similar distributions by that
Consolidated Subsidiary of that income is not at the time permitted by
operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation
applicable to that Consolidated Subsidiary (the only such restrictions
as of the date hereof being those imposed by the corporate law of any
such Subsidiary's state of incorporation), (v) the amortization of
Excess Reorganization Value during such period as determined in
accordance with GAAP, (vi) the 2000 Restructuring Charges, and (vii)
the 2002 Restructuring Charges (it being understood and agreed that
any reserves created by the Consolidated Parties in respect of the
2002 Restructuring Charges which are not ultimately utilized as such
may not be reallocated to any other category of reserve or other items
of income and loss, and any portion of such reserves in respect of the
2002 Restructuring Charges which are reversed shall also be excluded
from Consolidated Net Income).
SUBPART 2.5. Amendment of Section 2.1(a). Section 2.1(a) of the
Existing Credit Agreement is amended by (1) replacing the reference to "October
31, 2002" in Section 2.1(a)(ii)
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with the date "September 19, 2002", and (2) replacing the reference to
"November 1, 2002" in Section 2.1(a)(iii) with the date "September 20, 2002".
SUBPART 2.6. Amendment of Section 2.4(a). Section 2.4(a) of the
Existing Credit Agreement is amended by deleting the phrase "FIFTY MILLION
DOLLARS ($50,000,000)" and replacing it with the phrase "SEVENTY-FIVE MILLION
DOLLARS ($75,000,000)". Section 2.4(a) of the Existing Credit Agreement is
further amended by adding the following sentence at the end of Section 2.4(a):
Any request by the Borrower for the issuance of a new trade
Letter of Credit which, if granted, would cause the aggregate Dollar
Amount of the LOC Obligations to exceed $50,000,000, shall be
accompanied by a certificate of an executive officer of the Borrower
stating that such new trade Letter of Credit is being requested
directly in connection with the acquisition by a Consolidated Party of
inventory or raw materials from suppliers or production sources in the
ordinary course of its business. The foregoing shall not limit the
Borrower from requesting the issuance, renewal, or extension of a
standby Letter of Credit so long as such issuance, renewal or
extension would not cause the aggregate Dollar Amount of the LOC
Obligations to exceed the LOC Committed Amount.
SUBPART 2.7. Amendment of Section 7.11(c). Section 7.11(c) of the
Existing Credit Agreement is amended to read in its entirety as follows:
(c) Interest Coverage Ratio. Have at the end of each fiscal
quarter ending on or about each date set forth below, an Interest
Coverage Ratio which is not less than the corresponding ratio
indicated (it being understood and agreed that, for purposes of
calculating the Interest Coverage Ratio for the fiscal quarters ending
December 31, 2002, March 31, 2003, and June 30, 2003, the Consolidated
EBITDA for the fiscal quarter ending September 30, 2002 shall be
deemed to be $52,196,000, notwithstanding the fact that the actual
Consolidated EBITDA for such fiscal quarter could be a different
amount):
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DATE RATIO
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September 30, 2002 1.62 to 1.00
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December 31, 2002 1.59 to 1.00
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March 31, 2003 1.51 to 1.00
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June 30, 2003 1.43 to 1.00
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September 30, 2003 1.50 to 1.00
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December 31, 2003 1.55 to 1.00
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March 31, 2004 and each quarter 2.00 to 1.00
ending thereafter
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SUBPART 2.8. Amendment of Section 7.11(d). Section 7.11(d) of the
Existing Credit Agreement is amended to read in its entirety as follows:
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(d) Balance Sheet Debt to Consolidated EBITDA Ratio. Have at the
end of each fiscal quarter ending on or about each date set forth below, a
ratio of Balance Sheet Debt on such date to Consolidated EBITDA for the four
(4) fiscal quarters ending on such date of not more than the indicated amounts
(it being understood and agreed that, for purposes of calculating such ratio
for the fiscal quarters ending December 31, 2002, March 31, 2003, and June 30,
2003, the Consolidated EBITDA for the fiscal quarter ending September 30, 2002
shall be deemed to be $52,196,000, notwithstanding the fact that the actual
Consolidated EBITDA for such fiscal quarter could be a different amount):
--------------------------------------------------------------
DATE RATIO
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
September 30, 2002 7.73 to 1.00
--------------------------------------------------------------
December 31, 2002 7.47 to 1.00
--------------------------------------------------------------
March 31, 2003 7.82 to 1.00
--------------------------------------------------------------
June 30, 2003 8.45 to 1.00
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September 30, 2003 7.69 to 1.00
--------------------------------------------------------------
December 31, 2003 7.28 to 1.00
--------------------------------------------------------------
March 31, 2004 and each quarter 4.25 to 1.00
ending thereafter
--------------------------------------------------------------
--------------------------------------------------------------
SUBPART 2.9. Amendment of Section 7.11(e). Section 7.11(e) of the
Existing Credit Agreement is amended to read in its entirety as follows:
(e) Minimum Consolidated EBITDA. Have at the end of each
fiscal quarter ending on or about each date set forth below, a
Consolidated EBITDA for the indicated fiscal period ending on or about
such date of not less than the indicated amount:
-----------------------------------------------------------------------------------------
DATE FISCAL PERIOD AMOUNT
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
September 30, 2002 One most recent fiscal quarter $45,000,000
-----------------------------------------------------------------------------------------
December 31, 2002 One most recent fiscal quarter $46,414,000
-----------------------------------------------------------------------------------------
March 31, 2003 Two most recent fiscal quarters $97,554,000
-----------------------------------------------------------------------------------------
June 30, 2003 Three most recent fiscal quarters $149,381,000
-----------------------------------------------------------------------------------------
September 30, 2003 Four most recent fiscal quarters $215,743,000
-----------------------------------------------------------------------------------------
December 31, 2003 Four most recent fiscal quarters $221,481,000
-----------------------------------------------------------------------------------------
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PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1. Effective Date. The amendments made by this Agreement
shall be and become effective when (i) all of the conditions set forth in this
Subpart 3.1 shall have been satisfied, and (ii) the Required Banks, the
Borrower, the Foreign Borrowers, and the Agent shall have duly executed
counterparts of this Agreement and provided original copies thereof to the
Agent.
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SUBPART 3.1.1. Closing Certificate. The Agent shall have
received a certificate from the Borrower and the Foreign Borrowers
certifying that (i) after giving effect to this Agreement, no Default
or Event of Default exists as of the Effective Date, and (ii) the
representations and warranties of each Credit Party made in Subpart
4.4 of this Agreement or in or pursuant to the Credit Documents are
true in all material respects on and as of the Effective Date.
SUBPART 3.1.2. Guarantors Consent. Each of the Guarantors
shall have executed the consent included in the signature pages of
this Agreement (the "Consent"), and the Agent shall have received such
Consent executed by each Guarantor.
SUBPART 3.1.3. Corporate Action. The Borrower shall deliver
to the Agent certified copies of all corporate action taken by each
Credit Party approving this Agreement, the Consent, and each of the
documents executed and delivered in connection herewith or therewith
(including, without limitation, a certificate setting forth the
resolutions of the Board of Directors of each Credit Party adopted in
respect of the transactions contemplated by this Agreement).
SUBPART 3.1.4. Legal Opinion. The Agent shall have received
the legal opinion of Weil, Gotshal & Xxxxxx LLP, counsel to the Borrower,
addressed to the Agent and the Banks, in form and content reasonably
satisfactory to the Agent and its counsel.
SUBPART 3.1.5. Amendment Fee. An amendment fee shall be paid
to those Banks executing and delivering this Agreement to the Agent prior to
1:00 p.m. (Eastern time) on September 19, 2002. Such fee shall be in the amount
equal to 25 basis points (0.25%) of each Bank's adjusted Revolving Commitment
Percentage on September 20, 2002 after giving effect to this Agreement.
PART IV
MISCELLANEOUS
SUBPART 4.1. Cross-References. References in this Agreement to any
Part or Subpart are, unless otherwise specified, to such Part or Subpart of
this Agreement.
SUBPART 4.2. Instrument Pursuant to Existing Credit Agreement.
This Agreement is a document executed pursuant to the Existing Credit Agreement
and shall (unless otherwise expressly indicated therein) be construed,
administered and applied in accordance with the terms and provisions of the
Existing Credit Agreement.
SUBPART 4.3. Credit Documents. Each of the Borrower and the
Foreign Borrowers hereby confirms and agrees that the Credit Documents are, and
shall continue to be, in full force and effect, except as amended hereby,
except that, on and after the Effective Date, references in each Credit
Document to (a) the "Credit Agreement", "thereunder", "thereof" or words of
like import referring to the Existing Credit Agreement shall mean the Amended
Credit Agreement.
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SUBPART 4.4. Representations and Warranties. Each of the Credit
Parties hereby represents and warrants that (i) it has the requisite corporate
power and authority to execute, deliver and perform this Agreement, (ii) it is
duly authorized to, and has been authorized by all necessary corporate action,
to execute, deliver and perform this Agreement, (iii) this Agreement has been
duly executed and delivered by such Credit Party, and constitutes a legal,
valid and binding obligation of such Credit Party, enforceable against such
Credit Party in accordance with its terms, (iv) it has no claims,
counterclaims, offsets, or defenses to the Credit Documents and the performance
of its obligations thereunder, (v) the representations and warranties contained
in Section 6 of the Existing Credit Agreement are, subject to the limitations
set forth therein, true and correct in all material respects on and as of the
date hereof as though made on and as of such date (except for those which
expressly relate to an earlier date or those which relate to specific
schedules, the changes to which do not represent a Material Adverse Effect),
(vi) no event of default under any other agreement, document or instrument to
which it is a party will occur as a result of the transactions contemplated
hereby, and (vii) as of the date of, and giving effect to, this Agreement, no
Event of Default or Defaults exists.
SUBPART 4.5. Costs and Expenses. The Borrower hereby agrees to pay
on demand all costs and expenses (including without limitation the reasonable
fees and expenses of counsel to the Agent) incurred by the Agent in connection
with the negotiation, preparation, execution, and delivery of this Agreement
and the enforcement or preservation of any rights and remedies of the Banks and
the Agent hereunder.
SUBPART 4.6. Counterparts, Effectiveness, Etc. This Agreement may
be executed by the parties hereto in several counterparts, each of which shall
be deemed to be an original and all of which shall constitute together but one
and the same agreement.
SUBPART 4.7. Captions. The captions in this Agreement are inserted
only as a matter of convenience and for reference and in no way define, limit
or describe the scope of this Agreement or any provision hereof.
SUBPART 4.8. Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
SUBPART 4.9. Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
[Remainder of this page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective duly authorized officers as of the day and year
first above written.
THE BORROWER: WESTPOINT XXXXXXX INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
-----------------------------------
Title: Senior Vice President-Finance and
---------------------------------
Chief Financial Officer
THE FOREIGN BORROWERS: WESTPOINT XXXXXXX (UK) LIMITED
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
----------------------------------
Title: Director
-----------------------------------
WESTPOINT XXXXXXX (EUROPE)
LIMITED
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
-----------------------------------
Title: Director
----------------------------------
THE BANKS: BANK OF AMERICA, N.A.,
individually in its capacity as a
Bank and in its capacity as
Agent
By: /s/ XxXxxx X. Xxxx III
-------------------------------------
Name: XxXxxx X. Xxxx III
-----------------------------------
Title: Managing Director
----------------------------------
BANC OF AMERICA SECURITIES, LLC,
as Agent for Bank of America, N.A.
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
-----------------------------------
Title: Principal
----------------------------------
[Signatures Continued]
0
XXX XXXX XX XXX XXXX
By: /s/ Xxxxxx X. Xxxx Xx.
--------------------------------------
Name: Xxxxxx X. Xxxx Xx.
------------------------------------
Title: Senior Vice President
-----------------------------------
SCOTIABANC INC.
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
------------------------------------
Title: Managing Director
-----------------------------------
WACHOVIA BANK, NATIONAL
ASSOCIATION
By: /s/ Xxxxxxx XxXxxxxx
--------------------------------------
Name: Xxxxxxx XxXxxxxx
------------------------------------
Title: Director
-----------------------------------
SUNTRUST BANK
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
--------------------------------------
Name: J. Xxxxxxxxxxx Xxxxxxx
------------------------------------
Title: Managing Director
-----------------------------------
ABN AMRO BANK, N.V.
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxx
------------------------------------
Title: Group Senior Vice President
-----------------------------------
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
------------------------------------
Title: Group Vice President
-----------------------------------
[Signatures Continued]
9
AMSOUTH BANK
By: /s/ Xxxxxxx X. Xxxx
--------------------------------------
Name: Xxxxxxx X. Xxxx
------------------------------------
Title: Vice President
-----------------------------------
BARCLAYS BANK PLC
By: /s/ Xxxxx Xxxxx
--------------------------------------
Name: Xxxxx Xxxxx
------------------------------------
Title: Associate Director
-----------------------------------
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
"Rabobank Nederland", New York Branch
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
------------------------------------
Title: Managing Director
-----------------------------------
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
AG CAPITAL FUNDING PARTNERS LP
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
BEAR XXXXXXX & CO. INC.
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
[Signatures Continued]
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CANPARTNERS INVESTMENTS IV LLC
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxxx X. Xxxxx
------------------------------------
Title: Authorized Member
-----------------------------------
DK ACQUISITION PARTNERS
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
------------------------------------
Title: General Partner
-----------------------------------
GENERAL ELECTRIC CAPITAL CORP.
By: /s/ Xxxxx Xxxx
--------------------------------------
Name: Xxxxx Xxxx
------------------------------------
Title:
-----------------------------------
HCM/Z SPECIAL OPPORTUNITIES LLC
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxx
------------------------------------
Title: Portfolio Manager
-----------------------------------
XXXXXXXX MASTER FUND LTD.
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
OAK HILL SECURITIES FUND II LP
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Name: Xxxxx X. Xxxxx
------------------------------------
Title: Vice President
-----------------------------------
[Signatures Continued]
00
XXX XXXX SECURITIES FUND LP
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Name: Xxxxx Xxxxx
------------------------------------
Title: Vice President
-----------------------------------
SATELLITE SENIOR INCOME FUND II LLC
By: /s/Xxxx Xxxxxxxxx
-----------------------------------
Name: Xxxx Xxxxxxxxx
----------------------------------
Title: Principal
----------------------------------
SATELLITE SENIOR INCOME FUND LLC
By: /s/Xxxx Xxxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxxx
---------------------------------
Title: Principal
---------------------------------
SILVER OAK CAPITAL LLC
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
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CONSENT TO AGREEMENT
Each of the undersigned Subsidiary Guarantors, as a party to one or
more of the Credit Documents, hereby acknowledges the execution and delivery of
the Seventh Amendment Agreement, dated as of September 19, 2002, hereby joins
as a party thereto and confirms and agrees that each Credit Document to which
it is a party is, and shall continue to be, in full force and effect, and
hereby ratifies and confirms in all respects its obligations thereunder. This
Consent may be executed by the parties hereto in counterparts, each of which
shall be deemed to be an original and all of which shall constitute together
but one and the same instrument.
WESTPOINT XXXXXXX INC. I
f/k/a West Point-Pepperell Enterprises, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
-------------------------------------
Title: Vice President & Assistant Treasurer
-------------------------------------
X. X. XXXXXXX & CO., INC.
By: /s/ Xxxxxx X. Xxxx
---------------------------------------
Name: Xxxxxx X. Xxxx
-------------------------------------
Title: Vice President & Treasurer
-------------------------------------
X. X. XXXXXXX ENTERPRISES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
-------------------------------------
Title: Vice President & Assistant Treasurer
-------------------------------------
WESTPOINT XXXXXXX STORES INC.
By: /s/ Xxxxxx X. Xxxx
---------------------------------------
Name: Xxxxxx X. Xxxx
--------------------------------------
Title: Vice President & Treasurer
-------------------------------------
XXXXXXXXX INC.
By: /s/ Xxxxxx X. Xxxx
---------------------------------------
Name: Xxxxxx X. Xxxx
--------------------------------------
Title: Vice President & Treasurer
-------------------------------------
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