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EXHIBIT 10.52
NationsBank, N.A.
Xxxxxxxxx, XX 00000
Tel 000 000-0000
August 27, 1997
ALAMAC KNIT FABRICS, INC.
000 Xxxx Xxxxx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Termination of Commitments and Release of Liens
Gentlemen:
Reference is made to (i) that certain Credit Agreement, dated as of December 4,
1995, by and among Alamac Knit Fabrics, Inc. (the "Borrower"), AIH Inc. and
Alamac Enterprises, Inc. as guarantors (the "Guarantors"), NationsBank, N.A. as
agent (the "Agent"), and the various financial institutions parties thereto
from time to time, as amended from time to time (the "Alamac Credit
Agreement"), and (ii) that certain Amended and Restated Credit Agreement among
WestPoint Xxxxxxx Inc. (the "Borrower"), NationsBank of North Carolina, N.A.
(now known as NationsBank, N.A.) as administrative agent (the "Administrative
Agent"), and the various financial institutions parties thereto from time to
time (the "Lenders"), as amended from time to time (the "WestPoint Credit
Agreement"). The Alamac Credit Agreement and the WestPoint Credit Agreement
shall be referred to together as the "Loan Agreements".
The Agent and the Lenders understand that the Borrower desires to terminate,
and hereby terminates, all Commitments under the Alamac Credit Agreement, that
the Borrower requests that all liens and other encumbrances upon the property
of the Borrower and the Guarantors be released, and that the Borrower and the
Guarantors be released from their respective guaranties of payment with respect
to the WestPoint Credit Agreement. In connection therewith:
1. The Agent, on behalf of itself and the Banks, and the Borrower hereby
acknowledge and agree as follows:
A. Upon the Agent's receipt of this letter duly executed by the Borrower
and the Guarantors (the time and date at which the Agent has received such
executed counterpart being referred to as the "Effective Time"):
(i) any and all liens and security interests in favor of the Agent,
the Administrative Agent, or any Lender created under or in connection with
the Loan Agreements or any other credit document in any of the assets of
any of the Borrower or the Guarantor shall automatically be released and
terminated without any further action on the part of the Agent, the
Administrative Agent, or any Lender;
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(ii) the Agent and the Administrative Agent shall, at the cost of the
Borrower, promptly execute and deliver to the Borrower any and all
necessary release documents (including, without limitation, UCC-3 financing
statements in connection with the UCC-1 financing statements), each in form
and substance reasonably satisfactory to the Borrower, to evidence the
release and termination of the liens and security interests in favor of the
Agent, the Administrative Agent and the Lenders created under or in
connection with the Loan Agreements in any and all assets of the Borrower
or the Guarantors and to effect such release of record;
(iii) the Borrower and the Guarantors are released and discharged of
any and all claims, demands, obligations, liabilities, costs and expenses,
now existing or hereafter arising, under or in respect of the Loan
Agreements, except for: (a) indemnification obligations owing to the Agent,
the Administrative Agent, or any of the Lenders which pursuant to the Loan
Agreements survive repayment of the loans or the termination of
commitments, (b) claims against the Borrower or the Guarantors in
connection with any bankruptcy or insolvency proceeding of the Borrower or
the Guarantors, if and to the extent any payment or other transfer made by
the Borrower or the Guarantors to the Lenders, the Administrative Agent, or
the Agent on or prior to the Effective Time is avoided or otherwise
rescinded, so that such Lender(s), the Administrative Agent, or the Agent
is required pursuant to any final order of a court of competent
jurisdiction to repay such payment or transfer, and (c) any costs,
expenses, claims or liabilities arising hereunder or in connection
herewith, including without limitation the reasonable attorneys' fees and
expenses of the Agent, the Administrative Agent and the Lenders; and
(iv) the Agent and the Administrative Agent shall, at the cost of the
borrower, promptly execute and deliver or cause to be executed and
delivered such documents and agreements and take or cause to be taken such
action, in each instance, as the Borrower shall reasonably request to
effectuate the agreements and purposes of this letter agreement.
5. By their signatures below, the Borrower and the Guarantors hereby agree
that upon the Effective Time, each of the Lenders, the Agent, and the
Administrative Agent is irrevocably and unconditionally released and discharged
of any and all claims, demands, obligations, liabilities, costs and expenses,
now existing or hereafter arising, under or in connection with the Loan
Agreements or any other documents related thereto (including, without
limitation, any obligation or Commitment of any Lender to provide any financial
accommodations to the Borrower or the Guarantors under the Alamac Credit
Agreements).
6. The release herein is being made without any representation or warranty
of any kind, express or implied, to the Borrower, the Guarantors, or any other
person and is without recourse to the Agent, the Administrative Agent, or any
of the Lenders.
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7. This letter agreement:
(i) shall be governed by and construed and enforced in accordance
with the laws of the State of New York applicable to contracts made and to be
performed entirely within such State, without reference to principles of
conflicts of laws;
(ii) sets forth the entire agreement between the parties hereto
relating to the subject matter hereof, and no term or provision of this letter
agreement may be amended, changed, waived, discharged or terminated orally or
otherwise, except in a writing signed by each such party;
(iii) may be executed in one or more counterparts, each of which
shall be an original and all of which, taken together, shall constitute one and
the same instrument; and
(iv) shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.
Very truly yours,
NATIONSBANK, N.A., as Agent and
Administrative Agent
By: /s/ J. Xxxxxxx Xxxxxx
----------------------------
Name: J. XXXXXXX XXXXXX
----------------------------
Title: Senior Vice-President
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ACKNOWLEDGED AND AGREED on
this ____ day of August, 1997:
ALAMAC KNIT FABRICS, INC.
By: /s/ M. Xxxxxxx Xxxxxxxx Xx.
----------------------------
Title: V.P.
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AIH, INC.
By: /s/
----------------------------
Title: Treasurer
----------------------------
ALAMAC ENTERPRISES INC.
By: /s/
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Title: Treasurer
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