REGISTRATION AGREEMENT
THIS REGISTRATION AGREEMENT (this "Agreement") is entered into as of
___________ , 1997 by and among WestPoint Xxxxxxx Inc., a Delaware corporation
(the "Company"), Green Capital Investors, L.P., a Georgia limited partnership
("GCI") and each of the persons listed on the signature page hereto (the
"Sellers"). Capitalized terms that are used herein but not otherwise defined
herein are defined in Section 1.1.
RECITALS
WHEREAS, GCI intends to distribute shares of common stock, par value
$0.01 per share, of the Company (the "Common Stock") in redemption of certain
limited partnership interests in GCI (the "Redemption");
WHEREAS, as a result of the Redemption, the Sellers will receive an
aggregate of 500,000 shares of Common Stock (the "Shares");
WHEREAS, the Company has filed a registration statement
relating to the resale of the Shares under the Securities Act; and
WHEREAS, the Company, GCI and the Seller desire to enter into an
agreement with respect to the registration of the Shares for resale by the
Sellers;
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is acknowledged by the parties, the parties agree as follows:
ARTICLE I
DEFINITIONS
1.1 As used in this Agreement, the following terms have the following meanings:
(a) "Commission" means the Securities and Exchange Commission;
(b) "Exchange Act" means the federal Securities Exchange Act of
1934, as amended, and the rules and regulations of the
Commission promulgated thereunder, all as the same shall be in
effect at any particular time;
(c) "holder of Registrable Securities" means any of the Sellers
which at the relevant time is the holder of record of
Registrable Securities;
(d) "Common Stock" means the common stock, par value $0.01 per
share, of the Company;
(e) "Person" means a corporation, association, joint venture,
partnership, trust, business, individual, government or
political subdivision thereof, or any governmental agency;
(f) "Register", "registered" and "registration" refer to a
registration of the Common Stock effected by preparing and
filing a Registration Statement in compliance with the
Securities Act and the declaration or ordering of the
effectiveness of such Registration Statement;
(g) "Registrable Securities" means the Shares;
(h) "Registration Period" has the meaning set forth in Section 2.3
hereof;
(i) "Registration Expenses" means all expenses incurred by the
Company in complying with Section 2.1 and Section 2.3 hereof,
including, without limitation, all registration and filing
fees; printing expenses; messenger, telephone and delivery
charges; fees and expenses of counsel for the Company and GCI;
state "blue sky" fees and expenses; and accountants' expenses,
including without limitation any special audits incident to or
required by any such registration; but excluding any fees and
expenses of counsel for the Sellers which fees and expenses
will be borne by the Sellers;
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(j) "Registration Statement" means, the Registration Statement on
Form S-3 (File No. 333-_____) under the Securities Act
covering the Registrable Securities and all amendments,
supplements, exhibits, prospectuses, and qualifications and
compliances thereto (including, without limitation, in
connection with applicable blue sky or other state securities
laws in connection therewith designated by the underwriter
selected under Section 2.1(b));
(k) "Securities Act" means the federal Securities Act of 1933, as
amended, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect at
any particular time;
(l) "Underwriting Costs" means, in respect of any underwriting
agreement or any agreement with any broker, dealer or other
agent with respect to the sale of Registrable Securities, all
fees, commissions, discounts and other expenses payable to or
deductible from payments by the underwriter, broker, dealer or
other agent under such agreement (including, without
limitation, discounts in respect of the price paid by the
underwriter for the Registrable Securities).
ARTICLE II
REGISTRATION PROVISIONS
2.1 Registration.
(a) Filing of Registration Statement. As soon as practicable after
the date hereof the Company shall use its reasonable efforts on behalf of each
of the Sellers, to cause the Registration Statement to become effective to
permit the offer, sale and distribution as described in the Registration
Statement relating to the Registrable Securities of the Registrable Securities
by each of the Sellers.
(b) Underwriting. In respect of the registration of the Registrable
Securities, the Sellers may elect to sell such securities in an underwritten
offering in which case the underwriter shall be selected by the Company, subject
to the
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approval of the Sellers, which approval shall not be unreasonably withheld. The
Company and the holders of Registrable Securities which are included in the
registration shall enter into any underwriting agreement in customary form with
the underwriter or underwriters selected for such underwriting.
2.2 Registration Expenses. All Registration Expenses incurred by the
Company in connection with any registration, qualification, or compliance
pursuant to this Agreement, shall be borne by GCI. All other costs incurred by
the Sellers in connection with the Registration Statement, including without
limitation all Underwriting Costs and the fees and disbursements of the Sellers'
respective counsels and fees and disbursements of the underwriters and their
counsel, shall be borne by the Sellers of the securities sold, pro rata on the
basis of the number of their shares so sold in the case of an underwritten
offering and otherwise by each Seller with respect to the securities sold by
such Seller.
2.3 Registration Procedures. (a) The Company shall keep each holder
of Registrable Securities advised as to the initiation, progress, and effective
date of the Registration Statement and, the Company shall:
(i) subject to Section 2.3(b) below, keep the Registration
Statement, effective for the lesser of (A) a period of
60 days (plus any number of days that the holders of
Registrable Securities are unable to use a prospectus
pursuant to Section 2.3(b) below) or (B) a period until
each such holder shall have completed the distribution
described in the Registration Statement (the lesser of
(A) and (B) being herein referred to as the
"Registration Period");
(ii) furnish such number of prospectuses (including
preliminary prospectuses) and other documents filed
with the Commission as part of the Registration
Statement as such holders from time to time may
reasonably request;
(iii) advise each underwriter under Section 2.1(b) and
holder of Registrable Securities (A) when prior to the
termination of the offering by such underwriter or
holder, any amendment to any
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Registration Statement shall have been filed or become
effective, (B) of any request by the Commission for any
amendment or supplement to any Registration Statement
for any additional information, (C) of the issuance by
the Commission of any stop order suspending the
effectiveness of any Registration Statement or the
threatening of any proceeding for that purpose and (D)
the receipt by the Company of any notification with
respect to the suspension of the qualification of any
shares of Common Stock for sale in any jurisdiction or
the initiation or threatening of any proceeding for
such purpose;
(iv) if a stop-order is threatened, use its reasonable
efforts to prevent the issuance of any stop order in
respect of any Registration Statement and, if issued,
to obtain as soon as possible the withdrawal thereof;
and
(v) make generally available to its security holders an
earnings statement or statements of the Company and its
subsidiaries in accordance with Section 11(a) of the
Securities Act and Rule 158 of the Securities Act.
(b) (i) If, within the Registration Period, there occurs any
development or any event which makes any statement in the Registration Statement
or any post-effective amendment thereto, or any document incorporated therein by
reference, untrue in any material respect or which requires the making of any
changes in the Registration Statement or post-effective amendment thereto or
prospectus or amendment or supplement thereto, so that they will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein (in the case of
any prospectus, in the light of the circumstances under which they were made)
not misleading, the Company shall immediately notify each holder of Registrable
Securities included in such registration of the occurrence thereof and, as soon
as reasonably practicable, prepare and furnish to each such holder, a reasonable
number of copies of a prospectus supplemented or amended so that, as thereafter
delivered to purchasers of Registrable Securities, such prospectus shall not
contain an untrue statement of a material fact or omit to
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state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. Each holder of Registrable Securities agrees that, upon
receipt of any notice from the Company pursuant to this Section 2.3(b), such
holder shall forthwith discontinue disposition of Registrable Securities until
it shall have received copies of such amended or supplemented prospectus, and,
if so directed by the Company, shall deliver to the Company all copies, other
than permanent file copies, then in its possession of the prospectus covering
Registrable Securities at the time of receipt of such notice.
(ii) In addition, and without limiting the provisions of
Subparagraph 2.3(b)(i), each holder of Registrable Securities agrees, if so
requested by the Company, not to effect any sale of Registrable Securities
pursuant to the Registration Statement for any period deemed necessary (A) by
the Company or any underwriter in connection with the offering of Common Stock
pursuant to an underwritten offering pursuant to demand registration rights
granted to any person or (B) by the Company in connection with any proposal or
plan by the Company to engage in any financing or material acquisition or
disposition by the Company or any subsidiary thereof of the capital stock or
substantially all the assets of any other person (other than in the ordinary
course of business), any tender offer or any merger, consolidation, corporate
reorganization or restructuring or other similar transaction material to the
Company and its subsidiaries taken as a whole. The Company agrees that the
effective period in respect of the Registration Statement shall be extended by a
period which is not less than the aggregate number of days included in the
periods during which holders suspended sales or shares of Common Stock pursuant
to the Registration Statement at the Company's request. Any period within the
effective period during which the Company does not keep the Registration
Statement effective and usable for resales of Registrable Securities is
hereafter referred to as a "Suspension Period." A Suspension Period shall
commence on and include the date on which the Company provides notice to the
holders of Registerable Securities that the Registration Statement is no longer
effective or that the prospectus included in the Registration Statement is no
longer usable for resales of shares of Common Stock and shall end on the date
when each holder of Registrable Securities covered by the Registration Statement
either receives copies of the supplemented or amended prospectus or is advised
in writing by the Company that use of the prospectus may be resumed. If one or
more Suspension Periods occur, the effective period for the Registration
Statement shall be extended by a period
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which is not less than the aggregate number of days included in all Suspension
Periods. The Company agrees that all Suspension Periods, in the aggregate, shall
not exceed 90 days.
(c) If requested by the underwriters for any underwritten offering
of Registrable Securities under Section 2.1(b), the Company will enter into an
underwriting agreement with such underwriters for such offering, such agreement
to contain such representations and warranties by the Company and such other
terms and provisions (including without limitation, provisions with respect to
indemnification and contribution) as are customarily contained in underwriting
agreements with respect to secondary distributions, and providing for delivery
of an opinion and letter regarding negative assurances of counsel for the
Company dated the date of each closing under the underwriting agreement, and
providing that the Company shall use its best efforts to furnish a "cold
comfort" letter signed by independent public accountants who have audited the
Company's financial statements included in such registration statement,
respectively, in each such case covering substantially the same matters with
respect to such registration statement (and the prospectus included therein) as
are customarily covered in opinions of issuer's counsel and in accountants'
letters delivered to underwriters in underwritten public offerings of securities
and such other matters as the underwriters reasonably request and, in the case
of such accountants' letter, with respect to events subsequent to the date of
such financial statements. The holders of Registrable Securities, on whose
behalf the Registrable Securities are to be distributed by such underwriters
and/or from which the underwriters shall acquire the Registrable Securities,
shall be parties to and comply with the provisions of any such underwriting
agreement.
(d) In connection with the preparation and filing of amendments and
supplements to the Registration Statement under the Securities Act, the Company
will give the underwriters, if any, and their counsel and accountants, such
reasonable and customary access to its books and records and such opportunities
to discuss the business of the Company with its officers and the independent
public accountants who have certified the Company's financial statements as
shall be necessary, in the opinion of such underwriters or their respective
counsel, to conduct a reasonable investigation within the meaning of the
Securities Act.
2.4 Indemnification. (a) With respect to the Registration Statement,
the Company shall indemnify GCI and each holder of Registrable Securities whose
securities are included
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therein, and their respective its directors, officers and partners, and each
Person who controls (within the meaning of the Securities Act) any of GCI or
such holder (such Persons being collectively referred to as "affiliated
indemnitee"), from and against all claims, losses, damages and liabilities (or
actions in respect thereof) arising out of or based on:
(i) any untrue statement (or alleged untrue statement) of a
material fact contained in the Registration Statement;
(ii) any omission (or alleged omission) to state therein a
material fact required to be stated therein or
necessary to make the statements therein in light of
the circumstances under which they were made not
misleading; or
(iii) any violation by the Company of the Securities Act or
the Exchange Act or any rule or regulation promulgated
thereunder applicable to the Company, or any blue sky
or state securities laws or any rule or regulation
promulgated thereunder applicable to the Company,
in each case, relating to action or inaction required of the Company in
connection with any such Registration Statement, and will reimburse each such
Person entitled to indemnity hereunder for any legal and other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability or action; provided that, the foregoing indemnity
and reimbursement obligation shall not be applicable to the extent that any such
claim, loss, damage or liability arises out of or is based on any untrue
statement (or alleged untrue statement) or omission (or alleged omission) made
in reliance upon and in conformity with written information furnished to the
Company by or on behalf of such a holder specifically for use in such
prospectus, offering circular or other document; and further provided that, with
respect to any untrue statement or omission or alleged untrue statement or
omission made in any preliminary prospectus, the indemnity agreement contained
in this Section 2.4(a) shall not inure to the benefit of any holder or its
affiliated indemnitees to the extent that any such losses, claims, damages or
liabilities of such holder or its affiliated indemnitees result from the fact
that there was not sent or given to any person who purchased Registrable
Securities in connection with such registration, at or prior to the
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written confirmation of the sale of Registrable Securities to such person, a
copy of the prospectus relating to such registration, as then amended or
supplemented (exclusive of material incorporated by reference), if the Company
had previously furnished copies thereof to such holder.
(b) Each holder of Registrable Securities which are included in the
Registration Statement shall indemnify the Company, its directors and officers,
each other holder of Registerable Securities included in the Registration
Statement and each Person who controls (within the meaning of the Securities
Act) the Company or any such other holder from and against all claims, losses,
damages and liabilities (or actions in respect thereof) arising out of or based
on
(i) any untrue statement (or alleged untrue statement) of a
material fact contained in any Registration Statement;
(ii) any omission (or alleged omission) to state therein a
material fact required to be stated therein or
necessary to make the statements therein not
misleading; or
(iii) any violation by such holder of the Securities Act or
any rule or regulation promulgated thereunder
applicable to such holder, or of any blue sky or other
state securities law or any rule or regulation
promulgated thereunder applicable to such holder,
in each case, relating to action or inaction required of such holder in
connection with any Registration Statement, and will reimburse each such Person
entitled to indemnity hereunder for any legal and other expenses reasonably
incurred in connection with investigating or defending any such claim, loss,
damage, expense, liability or action, but in each case only to the extent that
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such prospectus, offering circular or other document in
reliance upon and in conformity with written information furnished to the
Company or on behalf of such holder specifically for use therein. The liability
of each holder of Registrable Securities pursuant to the foregoing agreement as
to indemnification shall be limited to the value of any Registrable Securities
then held by such holder plus the net proceeds
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previously received by such holder from the sale of any Registrable
Securities.
(c) Each party entitled to indemnification under this Section 2.4
(an "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after the Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided that
(i) counsel for the Indemnifying Party who shall conduct
the defense of any such claim or any litigation shall
be approved by the Indemnified Party (such approval not
to be unreasonably withheld);
(ii) the Indemnified Party may participate in such defense
at the Indemnified Party's expense (provided that the
Indemnified Party or Indemnified Parties shall have the
right to employ one counsel to represent it or them if,
in the reasonable judgment of the Indemnified Party or
Indemnified Parties, it is advisable for it or them to
be represented by separate counsel by reason of having
legal defenses which are different from or in addition
to those available to the Indemnifying Party, and in
that event the fees and expenses of such one counsel
shall be paid by the Indemnifying Party); and
(iii) failure of any Indemnified Party to give notice as
provided herein shall not relieve the Indemnifying
Party of its obligations under this Section 2.4 except
to the extent the Indemnifying Party is prejudiced
thereby.
No Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party (which consent may not be
unreasonably withheld), consent to entry of any judgment or enter into any
settlement (which judgment or settlement would be adverse to and binding upon
such Indemnified Party) of any claim for which such Indemnified Party may seek
indemnification hereunder. Notwithstanding the foregoing, an
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Indemnifying Party in defense of any such claim or litigation may consent to
entry of any such judgment or enter any settlement if such judgment or
settlement (i) includes an unconditional release of each Indemnified Party from
all liability arising out of such claim or litigation and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any Indemnified Party.
(d) If the indemnification provided for in this Section 2.4 shall
for any reason be unavailable to an Indemnified Party in respect of any loss,
claim, damage or liability, or any action in respect thereof, referred to
herein, then each Indemnifying Party shall in lieu of indemnifying such
Indemnified Party, contribute to the amount paid or payable by such Indemnified
Party as a result of such loss, claim, damage or liability, or action in respect
thereof, in such proportion as shall be appropriate to reflect the relative
fault of the Indemnifying Party on the one hand and the Indemnified Party on the
other with respect to the statements or omissions which resulted in such loss,
claim, damage or liability, or action in respect thereof, as well as any other
relevant equitable considerations. The relative fault shall be determined by
reference to whether the untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information
supplied by the Indemnifying Party on the one hand or the Indemnified Party on
the other, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such statement or omission. In
no event however, shall a holder of Registrable Securities be required to
contribute in excess of the amount of the net proceeds received by such holder
in connection with the sale of Registrable Securities in the offering which is
the subject of such loss, claim, damage or liability. The amount paid or payable
by an Indemnified Party as a result of the loss, claim, damage or liability, or
action in respect thereof, referred to above in this paragraph shall be deemed
to include, for purposes of this paragraph, any legal or other expenses
reasonably incurred by such Indemnified Party in connection with investigating
or defending any such action or claim. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act))
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
2.5 Information by Holders. If Registrable Securities of a holder
are to be included in any registration, such holder shall use its reasonable
best efforts diligently to furnish to the Company such information and cause the
underwriter to furnish to
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the Company such information, regarding itself and the distribution proposed by
such holder as the Company may reasonably request and as shall be required in
connection with any Registration Statement. For purposes of this Section 2.5,
each holder of Registrable Securities has furnished the plan of distribution set
forth in Exhibit B hereto and subject to any applicable legal requirements, the
Company shall include such plan of distribution in the Registration Statement;
provided that the holders will furnish any proposed changes to the plan of
distribution (including those required by applicable law) to the Company in
writing immediately upon deciding to make such proposed change in a manner that
allows the Company to include such information in the Registration Statement and
to take other appropriate action, including, without limitation, the negotiation
and execution of any underwriting agreements.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
The Company hereby represents, warrants and covenants to GCI and the
Sellers as follows:
(a) It is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware.
(b) It has the corporate power and authority to execute and deliver
this Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby and has taken all necessary corporate action to
authorize its execution, delivery and performance of this Agreement and the
consummation by it of the transactions contemplated hereby.
(c) Neither the execution and delivery by it of this Agreement and
the consummation by it of the transactions contemplated hereby nor the
compliance by it with the terms and provisions hereof
(i) violates any applicable law, regulation, order,
determination or decree;
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(ii) conflicts with or results in any breach of any term,
condition or provision of, or constitutes or will
constitute (with due notice or lapse of time or both) a
default under, or pursuant to the terms of, any
mortgage, deed of trust or other agreement or
instrument to which it is a party or by which it or any
of its properties is bound; or
(iii) conflicts with its by-laws, certificate of
incorporation or other charter documents.
(d) (i) No consents of, filings with, authorizations or other
actions of, any governmental authority are required to
be received, made or filed by, or taken on behalf of,
it for its execution, delivery and performance of this
Agreement, other than in respect of the registration of
the Common Stock.
(ii) This Agreement has been duly authorized by it and this
Agreement has been duly executed and delivered by it
and, assuming due authorization (other than by the
other parties hereto who are natural persons),
execution and delivery by the other parties hereto and
that such other parties have full power, authority and
legal right to enter into and perform their obligations
hereunder, constitutes a legal, valid and binding
obligation of it enforceable against it in accordance
with its terms, except to the extent that such
enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights
generally and general principles of equity (regardless
of whether considered in a proceeding in equity or at
law).
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ARTICLE V
REPRESENTATIONS AND WARRANTIES
OF THE SELLERS and GCI
5.1 The Sellers. Each Seller, severally and not jointly, represents
and warrants as follows:
(a) Such Seller has full right, power and authority to enter into
this Agreement to perform its obligations hereunder and to consummate the
transactions contemplated hereby.
(b) This Agreement has been duly executed and delivered by such
Seller and, assuming due authorization (other than by the other parties hereto
who are natural persons), execution and delivery by the other parties hereto and
that such other parties have full power, authority and legal right to enter into
and perform their obligations hereunder, this Agreement constitutes a legal,
valid and binding obligation of such Seller enforceable against it in accordance
with its terms, except to the extent that such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and general principles
of equity (regardless of whether considered in a proceeding in equity or at
law).
(c) Such Seller has not taken and will not take, directly or
indirectly, any action which is designed to or which has constituted or which
might reasonably be expected to cause or result in manipulation of the price of
any security of the Company to facilitate the sale or resale of the Registrable
Securities.
5.2 GCI. GCI represents and warrants to the Company as follows:
(a) GCI is a limited partnership validly existing under the laws of
the state of Georgia.
(b) GCI has the corporate power and authority to execute and deliver
this Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby and has taken all necessary corporate action to
authorize the execution, delivery and performance of this Agreement and the
consummation by it of the transactions contemplated hereby.
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ARTICLE VI
MISCELLANEOUS
6.1 Notices. All notices and other communications hereunder shall be
in writing and shall be sent by registered or certified mail (return receipt
requested), facsimile or express courier or delivered in person to the address
set forth below:
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(a) in the case of the Sellers and GCI at:
Green Capital Investors, L.P.
Atlanta Financial Center
0000 Xxxxxxxxx Xxxx, X.X.
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxxx X. Xxxxx, Xx.
Telecopier: (000) 000-0000
with a copy to Xxxxx, Day, Xxxxxx & Xxxxx:
Xxxxx 0000
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxx X. Xxxxx, Esq.
Telecopier: (000) 000-0000
(b) in the case of the Company at:
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx Xxxx
Telecopier: (000) 000-0000
with a copy to Weil, Gotshal & Xxxxxx LLP:
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxxxx, Esq.
Telecopier: 000-000-0000
(c) in the case of the Sellers at the addresses as set
forth on Schedule I hereto.
6.2 Non-Waiver of Remedies and Actions By Holders. No course of
dealing between the Company or the holder of any Registrable Securities or any
delay on the part of such holder or the Company in exercising any rights
available to such holder shall operate as a waiver of any right of such holder,
except to the extent expressly waived in writing by such holder.
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6.3 Headings. The headings in this Agreement are for purposes of
reference only and shall not be considered in construing this Agreement.
6.4 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall constitute an
original and all together shall constitute one Agreement.
6.5 Successors and Assigns. This Agreement shall bind and inure to
the benefit of the Indemnified Parties (as defined in Section 2.4(e)), each
holder of Registrable Securities, their respective successors and assigns,
provided that no rights or obligations hereunder may be transferred or assigned
without the prior written consent of the other parties hereto and any assignment
or transfer in violation of this Section 6.5 shall be null and void.
6.6 Enforceability. If any term or provision of this Agreement, or
the application thereof to any Person or circumstance, shall, to any extent, be
invalid or unenforceable, the remaining terms and provisions of this Agreement
or application to other Persons and circumstances shall not be invalidated
thereby, and each term and provision hereof shall be construed with all other
remaining terms and provisions hereof to effect the intent of the parties hereto
to the fullest extent permitted by law.
6.7 Law Governing. This Agreement shall be construed and enforced in
accordance with and shall be governed by the laws of the State of New York
applicable to contracts executed in and to be fully performed in that state.
6.8 Entire Agreement. This Agreement constitutes the entire
agreement of the parties as to its subject matter and supersedes and cancels all
prior agreements, understandings and negotiations in connection with it.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered as of the day and year first above written.
WESTPOINT XXXXXXX INC.
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By:
-------------------------------
Name:
Title:
GREEN CAPITAL INVESTORS, L.P.
By: Green & Company, L.P.
General Partner
By: HTG Corp., General Partner
By:
---------------------------
Xxxxxxxx X. Xxxxx, Xx.
President
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Signature Pages to Registration Agreement
SELLERS:
----------------------------------------
Xxxxxxx X. Xxxxx
----------------------------------------
Xxxx X. Xxxxx
----------------------------------------
Xxxxxx Xxxxxx
----------------------------------------
Xxxxx Xxxxxx
----------------------------------------
Xxxxxxxxx X. Xxxx
----------------------------------------
X. Xxxxxxxx Xxxxxxxx, Jr.
GE Capital Corporation
By:
---------------------------------
Title:
Georgia-Pacific Corporation
Master Trust
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By:
----------------------------------
Title:
----------------------------------------
Xxxx X. Xxxxxxx
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----------------------------------------
Xxxxxxxx X. Xxxx
----------------------------------------
Xxxxx X. Xxxxxxxx
Xxxxxxx National Life Insurance Co.
By:
----------------------------------------
Title:
CLM, LLC
By:
----------------------------------------
Title:
Laumar Corporation
By:
----------------------------------------
Title:
----------------------------------------
Xxxxx X. Xxxxxx
NationsBanc Capital Corp.
By:
----------------------------------------
Title:
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----------------------------------------
Xxxx X. Xxxxx
----------------------------------------
Xxxxx X. Xxxxxx
----------------------------------------
Xxxx X. Xxxxxx
----------------------------------------
Xxxxx X. Xxxxxxxx
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Schedule I
Xxxxxxx X. Xxxxx
Bankshaven
Xxxxxx, Xxxxxxx 00000
Xxxx X. Xxxxx
00-000 X.X. Xxxxx Xxx
Xxxx Xxxxxx, Xxxxxx 00000
Xxxxxx and Xxxxx Xxxxxx
0000 Xxxxx Xxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Xxxxxxxxx X. Xxxx
c/o Xxxxxxxx Xxxxxx
000 X. XxXxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
X. Xxxxxxxx Xxxxxxxx, Jr
Xxxxxxx Xxxx Xxxx
Xxxxxx Xxxxxx, Xxx Xxxx 00000
GE Capital Corporation
c/o Xxxx Xxxxxx
00 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Georgia-Pacific Corporation
Master Trust
c/o Xxxx Xxxxxxxx
000 Xxxxxxxxx Xxxxxx, X.X., 00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Xxxx X. Xxxxxxx
Xxxxxx Xxxxxxx
Xxxxxx, Xxxxxxx 00000
-00-
Xxxxxxxx X. Xxxx
x/x Xxxxx Xxxxxx
313 Hidden Xxxxxx Xxxxxx
Xxxxxxx Xxxx, Xxxxx Xxxxxxxx 00000
-24-
Xxxxx X. Xxxxxxxx
0000 Xxxxxxxxx Xxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Xxxxxxx National Life Insurance Co.
c/o PPM America
000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxx Xxxxx
CLM, LLC
Attn: Xxxxx Xxxx
c/o Georgia Gulf Corporation
000 Xxxxxxxxx Xxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Laumar Corporation
c/o Xxxxxx Xxxx
0000 Xxxxxxxxx Xxxx, X.X.
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Xxxxx X. Xxxxxx
0000 Xxxxxxxxx Xxxx, X.X., Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
NationsBanc Capital Corp.
c/o Xxxxxxx Xxxxxxx
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxx 00000
Xxxx X. Xxxxx
000 Xxxxxx Xxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Xxxxx X. and Xxxx X. Xxxxxx
000 Xxxxxxxxx Xxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
-00-
Xxxxx X. Xxxxxxxx
00 Xxxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
-26-
