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EXHIBIT 2.2
SUPPLEMENTAL AGREEMENT
RELATING TO
PHASE II ENVIRONMENTAL INVESTIGATION
ALAMAC SUB HOLDINGS INC., a Delaware corporation, AIH INC., a Delaware
corporation, WESTPOINT XXXXXXX INC., a Delaware corporation ("WSP"), and
DYERSBURG CORPORATION, a Tennessee corporation ("Dyersburg"), having entered
into that certain Stock Purchase Agreement dated the date hereof among them,
and ALAMAC KNIT FABRICS, INC., a Delaware corporation ("Alamac"), do hereby
agree as follows:
1. The Phase II investigation referred to in Section 10.5(a) of
that Stock Purchase Agreement shall consist of the
investigations described on Exhibit A attached hereto and
incorporated herein. Dyersburg and its consultants and
contractors, including Trigon, shall perform the Phase II
investigation in compliance with (a) all applicable
Environmental Laws (as defined in the Stock Purchase Agreement)
and (b) the standards normally followed by those performing
work of the type performed hereunder in the same or similar
locality of each Plant and shall use commercially reasonable
efforts to neither disrupt current operations or impair
the integrity of any on-site structure; and Dyersburg shall
ensure that the consultant performing the work provides
qualified personnel and adequate personnel, equipment, and
material to perform the Phase II investigation, which equipment
and materials will be maintained in good working order
throughout the performance of the investigation.
2. All xxxxx installed pursuant to that Phase II investigation
shall be the property of, and closed by, Alamac. Dyersburg,
however, shall pay the cost of installing and closing these
xxxxx; provided that Dyersburg shall not be obligated to pay
the cost of closing any well that Alamac desires not be closed
for longer than one year after the date hereof.
3. If the results of any of the Phase II investigations indicate
that additional investigation is warranted to better delineate
the magnitude of an identified environmental liability, then
Dyersburg may proceed with that additional investigation
subject to the approval of WPS, which approval shall not be
unreasonably delayed or withheld.
4. Dyersburg shall hold harmless and defend Alamac, its parent,
affiliates, and their officers, directors, employees, agents,
and invitees from and against any all losses, liabilities, and
costs (including but not limited to reasonable attorney's fees)
which Alamac may incur, become responsible for or be required
to pay out as a result of death or bodily injury to any
person, or destruction or damage to any property to the extent
caused by any negligent act or omission of Dyersburg or its
contractor or their employees or agents, in the performance
of this Agreement.
5. Dyersburg shall ensure that Trigon has secured and maintains
throughout the full period of this Agreement, insurance
sufficient in the judgment of the parties to protect
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it adequately from claims under applicable Workers' Compensation Act
and from claims for bodily injury, death or property damage as may
arise from the performance of the Phase II Investigation. Dyersburg
shall cause Trigon to file certification of such insurance coverage
with Alamac.
6. This Agreement may be executed in counterparts, each of which shall
be deemed an original, and all of which together shall constitute
one and the same Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of July 15,
1997.
ALAMAC SUB HOLDINGS INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: President
AIH INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: President
WESTPOINT XXXXXXX INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Exec. V.P. - Finance & CFO
DYERSBURG CORPORATION
By: /s/ T. Xxxxxx XxXxxxx
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Name: T. Xxxxxx XxXxxxx
Title: President/CEO
ALAMAC KNIT FABRICS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President & Treasurer
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EXHIBIT A
to
Supplemental Agreement
Lumberton Plant
1. Perchloroethylene storage area and dry cleaning operations - 2 groundwater
monitoring xxxxx with chemical analysis for volatile organic compounds.
2. Septic system associated with US Chemical building - 1 groundwater
monitoring well with groundwater analysis for volatile and semi-volatile
(BNA) organic compounds.
3. The former solid waste disposal pit (pond/dumping ares) - 2 groundwater
monitoring xxxxx with chemical analysis for volatile and semi-volatile
(BNA) organic compounds.
4. Wastewater aeration pond/operations - 1 groundwater monitoring well
constructed with a groundwater sample analyzed for volatile and
semi-volatile (BNA) organic compounds.
Xxxxxxxx Plant
1. In an effort to evaluate previously reported chlorinated solvent impact
to groundwater monitoring well MW-9, it is anticipated that 2
groundwater monitoring xxxxx will be constructed and sampled at this
location along with sampling existing groundwater monitoring well MW-9.
Groundwater samples will be analyzed for volatile organic compounds.
2. One groundwater monitoring well will be constructed adjacent to the
earthen pond formerly used to store aeration basin liquids and solids
and the existing aeration basin. Groundwater samples will be retrieved
with analysis for volatile organic compounds and semi-volatile (BNA)
compounds.
Elizabethtown Plant
1. The waste solvent storage area - 1 groundwater monitoring well will be
constructed with a groundwater sample retrieved for analysis of
volatile organic compounds.
2. The wastewater treatment aeration pond - 1 groundwater monitoring well
will be constructed with a groundwater sample being retrieved for
analysis of volatile organic and semi-volatile (BNA) compounds.
3. Two surface water samples will be retrieved, one above the Cogentrix
facility and one below the Cogentrix facility along the drainage
feature for analysis of volatile organic compounds.
