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EXHIBIT 10.50
FOURTH AMENDMENT AGREEMENT
This Fourth Amendment Agreement, dated as of December 31, 2000 (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, 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 (the "Original
Banks"), and the Agent, as amended by that certain letter agreement dated as of
June 10, 1998 among the Borrower, the Foreign Borrowers, the Existing Banks, and
the Agent (as amended, the "Original Credit Agreement"), the Original Banks
agreed to make revolving loan and letter of credit facilities available to the
Borrower and the Foreign Borrowers.
B. Pursuant to that certain Amendment Agreement (the "First
Amendment"), dated as of July 31, 1998, by and among the Borrower, the Foreign
Borrowers, the Original Banks parties thereto, the Agent, and National
Westminster Bank PLC ("Natwest"), the Original Credit Agreement was amended to
increase the aggregate Revolving Committed Amount from $550,000,000 to
$575,000,000, and to add Natwest as a Bank under the Original Credit Agreement
(as amended by the First Amendment, the "First Amended Credit Agreement").
C. Pursuant to that certain Second Amendment Agreement (the "Second
Amendment"), dated as of May 20, 1999, by and among the Borrower, the Foreign
Borrowers, the Banks parties thereto, and the Agent, the First Amended Credit
Agreement was amended to increase the aggregate Revolving Committed Amount to
$800,000,000 by increasing the Revolving Commitment of certain consenting Banks
(as amended by the Second Amendment, the "Second Amended Credit Agreement").
D. Pursuant to that Third Amendment Agreement (the "Third Amendment"),
dated as of May 30, 2000, by and among the Borrower, the Foreign Borrowers, the
Banks parties thereto, and the Agent, the Second Amended Credit Agreement was
amended by further modifying the Revolving Committed Amount in section 2.1 and
by adding certain financial covenants in section 7.11.
E. By separate letter agreements dated June, 30, 1998, October 7, 1998,
March 16, 1999, August 31, 1999, and November 15, 1999, the Borrower, the
Foreign Borrowers, the Required Banks, and the Agent have amended the
definitions of the terms "Maximum Restricted Payment Amount" and "Minimum
Consolidated Net Worth" on four occasions (the "Letter Amendments"). The
Original Credit Agreement, as amended by the First Amendment, the Second
Amendment, the Third Amendment, and the Letter Amendments shall be referred to
as the "Existing Credit Agreement".
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F. 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 December 31, 2000 subject to the
occurrence of each of the conditions set forth in Subpart 3.1.
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 Amendments to Existing Definitions in Section 1.1. Section
1.1 of the Existing Credit Agreement is amended by revising each of the
following definitions in the manner described below:
(a) 2000 Restructuring Charge. The definition of the term
"2000 Restructuring Charge" is amended in its entirety to read as
follows:
"2000 Restructuring Charge" means the following
non-recurring charges, in the aggregate amount not in excess
of $130,057,000, incurred, accrued or reserved by the Borrower
or its Consolidated Subsidiaries during fiscal year 2000 and
$11,943,000 incurred, accrued or reserved during fiscal year
2001: (i) write-off of goodwill and other intangibles related
to impaired assets; (ii) direct inventory write-offs and/or
related increases in inventory reserves; (iii) write-offs
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of fixed assets and non-capitalized relocation charges; and
(iv) without duplication, relocation, severance, unabsorbed
overhead, and other costs related to the Borrower's
restructuring, impairment charges and recapitalization plan as
disclosed to the Agent and the Banks.
(b) Applicable Percentage. The definition of the term
"Applicable Percentage" is amended in its entirety to read 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
2.75%.
(c) Base Rate. The definition of the term "Base Rate" is
amended in its entirety to read as follows:
"Base Rate" means, for any day, the rate per annum
equal to the Prime Rate for such day plus one percent (1.0%).
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.
(d) Restricted Debt Payment. The definition of "Restricted
Debt Payment" is amended in its entirety to read as follows:
"Restricted Debt Payment" means any purchase,
prepayment, redemption or other acquisition or retirement for
value of (a) any Indebtedness of the Borrower under the Senior
Notes or the Senior Note Indentures, or (b) any other Funded
Indebtedness (other than the Credit Party Obligations) of any
of the Consolidated Parties.
(e) Restricted Equity Payment. The definition of "Restricted
Equity Payment" is amended in its entirety to read as follows:
"Restricted Equity Payment" means any dividend or
other payment or distribution, direct or indirect, on account
of any shares of any class of Capital Stock of any
Consolidated Party, now or hereafter outstanding (including
without limitation any payment in connection with any merger
or consolidation involving any Consolidated Party), or to the
direct or indirect holders of any shares of any class of
Capital Stock of any Consolidated Party, now or hereafter
outstanding, in their capacity as such (other than dividends
or distributions payable in the same class of Capital Stock of
the applicable person) or to any Credit Party (directly or
indirectly through Subsidiaries).
SUBPART 2.2 Addition of New Definitions in Section 1.1. Section 1.1 of
the Existing Credit Agreement is further amended by adding each of the following
new definitions in their appropriate alphabetical order:
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"Annual Budget" shall have the meaning ascribed to such term
in section 7.1(d).
SUBPART 2.3 Amendment to Section 7.1(d). Section 7.1(d) of the Existing
Credit Agreement is amended in its entirety to read as follows:
No later than the twenty-fifth (25th) calendar day following
the end of each fiscal year of the Borrower, an annual business
forecast of the Consolidated Parties containing, among other things
projected financial statements for the next fiscal year, financial and
operating budgets, cash flow projections, and such other financial
information reasonably satisfactory to the Agent (collectively, the
"Annual Budget"); together with appropriate supporting details as
requested through the Agent; and as soon as possible, but in no event
later than forty-five (45) days after the close of each of the first
three fiscal quarters and ninety-five (95) days after the close of each
fiscal year, a statement in which the actual results of such fiscal
quarter are compared with the most recent forecasts for such fiscal
quarter.
SUBPART 2.4 Amendment to Section 7.1. Section 7.1 of the Existing
Credit Agreement is further amended by adding a new subsection (n) which reads
in its entirety as follows:
(n) Monthly Financial Information. Beginning as of February
20, 2001, the Borrower shall:
(i) furnish or cause to be furnished to the Agent and
each of the Banks a consolidated balance sheet and income
statement of the Consolidated Parties as of the end of each
month, together with related consolidated statements of cash
flow, by the twentieth (20th) calendar day of each fiscal
month, with respect to the preceding fiscal month; provided,
however, at the end of each of the first three fiscal quarters
of the fiscal year, the Borrower shall provide such
consolidated balance sheet, income statement and statement of
cash flow by the forty-fifth (45th) calendar day after the end
of such fiscal quarter; and provided, further, at the end of
the fourth fiscal quarter of any fiscal year, the Borrower
shall provided such consolidated statements by the
ninety-fifth (95th) calendar day after the end of the fiscal
year; and
(ii) by 5:00 p.m. (Eastern time) on Wednesday of each
week, (1) a summary statement of the cash inflows and cash
outflows of the Consolidated Parties for the prior week and
(2) cash flow projections for the Consolidated Parties for the
next succeeding 13 weeks.
All such financial information described in this section
7.1(n) shall be in form and detail reasonably satisfactory to the
Agent. The monthly financial statements delivered pursuant to section
7.1(n)(i) shall be accompanied by a certificate of the chief financial
officer of the Borrower to the effect that such monthly financial
statements fairly present in all material respects the financial
condition of the Consolidated Parties and have been
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prepared in accordance with GAAP, subject to changes resulting from
audit and normal year-end audit adjustments.
SUBPART 2.5 Amendment to Section 7.9. Section 7.9 of the Existing
Credit Agreement is amended to read in its entirety as follows:
7.9 Use of Proceeds.
The Borrower will use the proceeds of the Loans for general
corporate purposes in the ordinary course of the Borrower's business
and in a manner not materially inconsistent with the Annual Budget
delivered to the Agent.
SUBPART 2.6 Amendment to Section 7.10. Section 7.10 of the Existing
Credit Agreement is amended by replacing the last sentence of such section with
the following sentence:
The Borrower agrees that the Agent, and its representatives
and designees, may conduct audits of the Collateral from time to time
in the discretion of the Agent and that the Credit Parties shall
reimburse the Agent for the costs and expenses of up to two audits
during any fiscal year.
SUBPART 2.7 Amendment of Section 7.11(d). Section 7.11(d) of the
Existing Credit Agreement is amended to read in its entirety as follows:
(d) Balance Sheet Debt to Consolidated EBITDA Ratio. Have at
the end of each fiscal quarter a ratio of Balance Sheet Debt on such
date to Consolidated EBITDA for the four (4) fiscal quarters ending on
such date of (i) not more than 5.35 to 1.0 for the period ending
December 31, 2000, (ii) not more than 4.85 to 1.0 for the period from
and after March 31, 2001, and (iii) not more than 4.50 to 1.0 for the
period from and after December 31, 2001.
SUBPART 2.8 Amendment of Section 8.1. Section 8.1 of the Existing
Credit is amending by replacing the reference to the Interest Coverage Ratio in
subsection (i) of "1.75 to 1.0" with the ratio of "2.0 to 1.0".
SUBPART 2.9 Amendment of Section 8.6. Section 8.6 of the Existing
Credit Agreement is amended in the following respects:
(A) Section 8.6 (a)(iii) is amended to read in its entirety as
follows:
(iii) for investments that are Capital Expenditures;
provided, however, that such Capital Expenditures are made in
the ordinary course of the Borrower's business and in a manner
not materially inconsistent with the Annual Budget; and,
provided further, that neither the Borrower nor any of its
Subsidiaries shall make
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such an investment in a Subsidiary other than a Credit Party
except as permitted by Section 8.6(a)(viii) hereof, [;]
(B) Section 8.6(a)(viii) is amended by changing the
reference to "$50,000,000" to "$10,000,000"; and
(C) Section 8.6(b)(B)(ii) is amended by changing the
reference to "$100,000,000" to "$85,000,000".
SUBPART 2.10 Amendment of Section 8.7. Section 8.7 of the Existing
Credit Agreement is amended to read in its entirety as follows:
8.7 Restricted Payments.
The Borrower will not permit any Consolidated Party to make
directly or indirectly any Restricted Debt Payment. The Borrower will
not permit any Consolidated Party to make directly or indirectly any
Restricted Equity Payment in excess of an aggregate amount equal to
$6,000,000 during any fiscal year. The permitted Restricted Equity
Payments described in this Section 8.7 may be made by the Borrower or
its Subsidiaries only if (i) no Default or Event of Default shall have
occurred and be continuing at the date of the proposed Restricted
Equity Payment or the declaration of any dividend relating thereto or
after giving effect to such Restricted Equity Payment, and (ii) at the
time or after giving effect to such Restricted Equity Payment, the
Borrower has an Interest Coverage Ratio that is equal to or greater
than 2.25 to 1.0. Notwithstanding any other term or provision hereof,
the Borrower will not permit any Consolidated Party to make (i) any
redemption, retirement, sinking fund or similar payment, purchase or
other acquisition for value, direct or indirect, of any shares of any
class of Capital Stock of any Consolidated Party, now or hereafter
outstanding, or (ii) any payment made to retire, or to obtain the
surrender of, any outstanding warrants, options or other rights to
acquire shares of any class of Capital Stock of any Consolidated Party,
now or hereafter outstanding.
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1 Effective Date. The amendments effected by this Agreement
shall be and become effective as of the Effective Date when (i) all of the
conditions set forth in this Subpart 3.1 shall have been satisfied, and (ii) the
Required Banks, the Borrower, and the Foreign Borrowers shall have duly executed
counterparts of this Agreement and provided original copies thereof to the
Agent.
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 Fourth Amendment
Agreement, no Default or Event of Default exists as of the Effective
Date, and (ii) the representations and warranties of the Borrower and
the
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Foreign Borrowers made 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, 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 and each of the documents executed and
delivered in connection herewith (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. Documentation. The Existing Banks and the Agent
shall have received all information, and such counterpart originals or
such certified or other copies of such originals, as they may
reasonably request, together with the legal opinion of counsel to the
Borrower in form and content reasonably satisfactory to the Agent and
its counsel. The Agent shall have received executed counterparts of all
related documentation. All legal matters incident to the transactions
contemplated by this Agreement shall be satisfactory to the counsel for
the Agent.
SUBPART 3.1.5. Annual Budget for 2001. The Borrower shall have
delivered to the Agent and each of the Banks, annual budgets for the
Consolidated Parties for fiscal year 2001, and such annual budget shall
contain such projected financial statements, other financial
information, and appropriate supporting details as are reasonably
satisfactory to the Agent.
SUBPART 3.1.6. Amendment Fee. An amendment fee of 25 basis
points ($2,000,000) of the Revolving Committed Amount shall be paid pro
rata to those Banks executing and delivering this Agreement to the
Agent prior to the deadline established by the Agent for the receipt
thereof. The Borrower shall pay a fee to the Agent for its services
delivered in connection with this Agreement, such fee to be in an
amount as indicated in a modified Agent's Fee Letter of even date
herewith.
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,
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in full force and effect, except as amended hereby, except that, on and after
the Effective Date, references in each Credit Document to the "Credit
Agreement", "thereunder", "thereof" or words of like import referring to the
Existing Credit Agreement shall mean the Amended Credit Agreement.
SUBPART 4.4 Representations and Warranties. Each of the Borrower and
the Foreign Borrowers 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) it has no claims, counterclaims, offsets, or defenses to the Credit
Documents and the performance of its obligations thereunder, (iv) 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), (v) 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 (vi) 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 Permitted Receivables Financing. Each of the Required Banks
executing this Agreement consents to the increase in the committed amount of the
Permitted Receivables Financing from $160,000,000 to $180,000,000; provided,
however, that (a) the Borrower shall provide the Agent and the Banks immediate
written notice of the occurrence of any such increase, and such notice shall
comply with the requirements of section 3.4(a) of the Credit Agreement; (b) upon
any such increase in such committed amount, the Revolving Committed Amount shall
automatically and immediately be permanently reduced by the amount of such
increase, such notice of increase being irrevocably deemed a notification under
section 3.4(a) of the Credit Agreement to reduce the Revolving Committed Amount
by the amount of such increase in the committed amount of Permitted Receivables
Financing; (c) the structure, terms and documentation for such new or amended
Permitted Receivables Financing shall be substantially the same as the
structure, terms and documentation of the Permitted Receivables Financing
existing as of the date of this Agreement; and (d) the Receivables Financier is
one of the Banks or an Affiliate of one of the Banks.
SUBPART 4.8 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 4.9 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.
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SUBPART 4.10 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 4.11 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/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Executive Vice President-Finance
& Chief Financial Officer
THE FOREIGN BORROWERS: WESTPOINT XXXXXXX (UK) LIMITED
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Director
WESTPOINT XXXXXXX (EUROPE) LIMITED
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Director
THE BANKS: BANK OF AMERICA, N.A.,
individually in its capacity as a
Bank and in its capacity as
Agent
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Principal
[Signatures Continued]
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BANK ONE, N.A.
By: /s/ Xxxxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Customer Service Officer
THE BANK OF NEW YORK
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
SCOTIABANC INC.
By: /s/Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
WACHOVIA BANK, N.A.
By: /s/ J. Xxxxxxx Xxxxxxxx
-----------------------------------------
Name: J. Xxxxxxx Xxxxxxxx
Title: Sr. Vice President
SOCIETE GENERALE
By: /s/ R. Xxxxx Xxxxxx
-----------------------------------------
Name: R. Xxxxx Xxxxxx
Title: Director
ABN AMRO BANK, N.V.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Group Vice President
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Group Vice President
[signatures continued]
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SUNTRUST BANK, ATLANTA
By: /s/ Xxxxx X. Xxxxxxxxx XX
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxx XX
Title: Managing Director
FIRST UNION NATIONAL BANK
By: /s/ Xxxxx Xxxx
-----------------------------------------
Name: Xxxxx Xxxx
Title: Senior Vice President
FLEET NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
AMSOUTH BANK
By: /s/ Xxxxxx X. Xxxxxx XX
-----------------------------------------
Name: Xxxxxx X. Xxxxxx XX
Title: Vice President
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
"Rabobank Nederland", New York Branch
By: /s/ Xxxxxxx Xxxxxx Long
-----------------------------------------
Name: Xxxxxxx Xxxxxx Long
Title: Vice President
By: /s/ W. Xxxxxxx Xxxxxxx
-----------------------------------------
Name: W. Xxxxxxx Xxxxxxx
Title: Senior Credit Officer
Senior Vice President
[signatures continued]
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NATIONAL WESTMINSTER BANK
PLC
By: /s/ Xxxxx Xxx
-----------------------------------------
Name: Xxxxx Xxx
Title: Senior Corporate Manager
[signatures continued]
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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 Fourth Amendment Agreement dated as of December 31, 2000, hereby 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/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: President
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/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President & Treasurer
XXXXXXXXX, INC.
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Chairman of the Board of Directors
& President
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