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EXHIBIT 10.6
PURCHASE AGREEMENT SUPPLEMENT
THIS PURCHASE AGREEMENT SUPPLEMENT is a supplement to that certain
Purchase Agreement, dated December 15, 1997 (the "Purchase Agreement"), among
Pillowtex Corporation, a Texas corporation, the Pillowtex Guarantors listed on
the signature page thereto, and NationsBanc Xxxxxxxxxx Securities, Inc. and
Bear Xxxxxxx & Co. Inc.
As a result of the consummation of the Merger, the Fieldcrest
Guarantors have become direct subsidiaries of the Company and hereby agree to
be bound by the terms and provisions applicable to the Fieldcrest Guarantors
under the Purchase Agreement, including but not limited to the representations
in Section 1 thereof and the agreements in Section 5 thereof, as if the
Fieldcrest Guarantors had executed the Purchase Agreement on the date thereof.
Other than as set forth on Schedule A hereto, the Fieldcrest
Guarantors are not a party to any contract or agreement that would be required
to be filed with the Commission as an exhibit to a registration statement on
Form S-1 pursuant to entries (2), (4) and (10) of the Exhibit Table of Item 601
of Regulation S-K under the Securities Act.
This Purchase Agreement Supplement does not cancel or extinguish any
right or obligation of the parties to the Purchase Agreement. The parties
hereto agree that the Purchase Agreement shall be supplemented only with
respect to the matters referred to herein and the provisions of the Purchase
Agreement are otherwise in full force and effect.
Terms used but not defined herein shall have the meanings given to
them in the Purchase Agreement. This Purchase Agreement Supplement may be
executed in one or more counterparts and, if executed in more than one
counterpart, the executed counterparts shall each be deemed to be an original
and all such counterparts shall together constitute one and the same
instrument.
THIS PURCHASE AGREEMENT SUPPLEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW
RULES THEREOF.
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If the foregoing correctly sets forth the agreement between the
Fieldcrest Guarantors and the Initial Purchasers, please indicate your
acceptance in the space provided for that purpose below.
Very truly yours,
FIELDCREST XXXXXX, INC.
CRESTFIELD COTTON COMPANY
ENCEE, INC.
FIELDCREST XXXXXX FINANCING, INC.
FIELDCREST XXXXXX LICENSING, INC.
FIELDCREST XXXXXX INTERNATIONAL, INC.
FIELDCREST XXXXXX SURE FIT, INC.
FIELDCREST XXXXXX TRANSPORTATION, INC.
ST. MARYS INC.
AMOSKEAG COMPANY
AMOSKEAG MANAGEMENT CORPORATION
BANGOR INVESTMENT COMPANY
XXXXX'X FALLS CORPORATION
DOWNEAST SECURITIES CORPORATION
FCC CANADA INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President
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The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
NATIONSBANC XXXXXXXXXX SECURITIES, INC.
BEAR, XXXXXXX & CO. INC.
By: NATIONSBANC XXXXXXXXXX SECURITIES, INC.
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Director
