Exhibit 10.3
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June 23, 2005
WS Textile Co., Inc
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention:
Ladies and Gentlemen:
We refer to the Asset Purchase Agreement dated June 23, 2005 (the
"Agreement") among WS Textile Co., Inc., New Textile One, Inc., New Textile Two,
Inc, Textile Co., Inc., WestPoint Xxxxxxx Inc., WestPoint Xxxxxxx Inc. I,
WestPoint Xxxxxxx Stores Inc. and X.X. Xxxxxxx Enterprises, Inc. All capitalized
terms used and not otherwise defined herein shall have the meanings as defined
in the Agreement.
American Real Estate Holdings Limited Partnership ("AREH") hereby
advises you of its commitment to purchase through a direct or indirect
subsidiary, at the Exercise Price (as defined in Exhibit C to the APA) a number
of shares of Parent Common Stock equal to that number of shares of Parent Common
Stock with respect to which Subscription Rights have not been exercised by the
Expiration Date (as defined in Exhibit C to the APA). The commitment to purchase
the Parent Common Stock is subject to the Closing under the Agreement.
AREH acknowledges that the Company is an express third party
beneficiary of this commitment with rights to enforce the provisions of this
commitment letter as if it were a party hereto.
This commitment letter may not be amended or waived except by an
instrument signed by all of the parties hereto. This commitment letter shall be
governed by and construed in accordance with the laws of the State of New York
without regard to it's conflicts of laws provisions.
If the foregoing accurately reflects our agreement, please indicate
your acceptance of the terms hereof by returning to us an executed counterpart
hereof.
Very truly yours,
American Real Estate Holdings
Limited Partnership
By: American Property Investors, Inc.,
general partner
By: /s/ Xxx X. Xxxxx
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Xxx X. Xxxxx, President
Accepted and Agreed to as
of the date first written above by:
WS Textile Co., Inc.
By: /s/ Xxx X. Xxxxx
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Xxx X. Xxxxx, President
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