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EXHIBIT 2.4
SUPPLEMENTAL ENVIRONMENTAL INDEMNITY
ALAMAC SUB HOLDINGS, INC., a Delaware corporation, AIH, INC., a
Delaware corporation, WESTPOINT XXXXXXX INC., a Delaware corporation, and
DYERSBURG CORPORATION, a Tennessee corporation, having entered into a Stock
Purchase Agreement (the "Purchase Agreement"), dated July 15, 1997, among
themselves, do hereby agree as follows:
1. Unless otherwise defined herein, all capitalized terms shall have
the meaning provided in the Purchase Agreement.
2. This Supplemental Environmental Indemnity (the "Agreement") is
intended to supplement the Purchase Agreement. To the extent any provision of
this Agreement contradicts any provision contained in the Purchase Agreement,
the parties agree that the provisions of this Agreement shall control.
3. The Phase II Investigation referenced in Section 10.5(a) of the
Purchase Agreement and the Supplemental Agreement Relating to the Phase II
Environmental Investigation attached thereto, as conducted to date, has
identified the presence of perchloroethylene and related chemical constituents
derived from the degradation of perchloroethylene (collectively "PERC") in the
soils and groundwater at the Company's Facility in Lumberton, North Carolina.
4. The parties agree that, to the extent the transaction contemplated
by the Purchase Agreement closes, the PERC identified by the completed Phase II
Investigation, together with any such PERC that has migrated or moved off-site
before or after Closing, constitutes a Known Environmental Condition and the
Losses incurred by the parties to investigate and remediate the PERC shall be
borne by the parties in accordance with Section 10.5 of the Purchase Agreement.
5. In addition to those obligations set forth in Section 10.5 of the
Purchase Agreement and subject to paragraph 4 above, each of Seller and WPS (the
"Indemnitors") jointly and severally agrees that it shall indemnify, defend and
hold harmless the Purchaser Indemnified Parties from and against any third-party
claims, actions, suits, or proceedings and any associated judgments or costs,
including, but not limited to, reasonable attorney
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fees and expenses, brought against any of the Purchaser Indemnified Parties,
alleging personal injury, economic loss or property damage, including claims for
exemplary or punitive damages, arising out of or related to the release,
disposal or other presence of PERC at the Company's Lumberton Facility at or
prior to Closing, together with any such PERC that has migrated or moved
off-site before or after Closing. All other third party claims that relate to
matters which either are a breach of the representations and warranties
contained in Section 4.17 of the Purchase Agreement or are Known Remedial
Activities shall constitute Losses subject to indemnification pursuant to
Section 10.5 of the Purchase Agreement.
6. The indemnification procedures set forth in Section 10.4 of the
Purchase Agreement, but not Section 10.2(b) thereof, shall govern any claim
made pursuant to paragraph 5 above.
7. The Indemnitors' obligation under paragraph 5 of this Agreement
shall survive until the expiration of the statutes of limitations applicable to
such third-party damage claims and, with respect to any claim brought within an
applicable statute of limitation, until final resolution of that claim.
8. All notices and other communications under this Agreement shall be
in writing and shall be deemed given when delivered personally, on the fifth
Business Day after being mailed by certified mail, return receipt requested, the
next Business Day after delivery to a recognized overnight courier or when sent
by facsimile to the parties at the following addresses (or to such other address
as a party may have specified by notice given to the other party pursuant to
this Section 12.7):
If to WPS, Seller or the Company, to:
WestPoint Xxxxxxx, Inc.
000 Xxxx Xxxxx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Attention; General Counsel
Facsimile: 000-000-0000
If to Purchaser, to:
Dyersburg Corporation
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: President
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Facsimile: 000-000-0000
9. This Agreement shall be binding upon and inure to the benefit
of the parties and their respective successors and permitted assigns. Except
as otherwise provided herein, nothing in this Agreement shall create or be
deemed to create any third party beneficiary rights in any person or entity
not a party to this Agreement. No assignment of this Agreement or of any rights
or obligations hereunder may be made by WPS, Seller or Purchaser (by operation
of Law or otherwise) without the prior written consent of the other parties
hereto and any attempted assignment without the required consents shall be
void; except that before or after the Closing the Purchaser shall have the
right, without such consent, to assign to a direct or indirect wholly-owned
subsidiary of Purchaser its rights and obligations hereunder, provided that no
such assignment shall relieve Purchaser of its obligations hereunder if such
assignee does not perform such obligations. Upon any such permitted
assignment, the references in this Agreement to Purchaser shall also apply to
any such assignee unless the context otherwise requires.
10. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of August
20, 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 and
Chief Financial Officer
DYERSBURG CORPORATION
By: /s/ X.X. Xxxxxxxxxx, Xx.
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Name: Xxxxxxx X. Xxxxxxxxxx, Xx.
Title: Executive Vice-President
and Chief Financial Officer
Secretary and Treasurer
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