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EXHIBIT 10.41
January 11, 1999
JPS Textile Group, Inc.
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Ladies and Gentlemen:
Reference is made to that certain Asset Purchase Agreement, dated as of
January 11, 1999 (the "Agreement"), by and between JPS Converter and Industrial
Corp. ("Seller") and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Incorporated ("Purchaser").
As inducement for Purchaser to enter into the Agreement, you agree as
follows:
1. You (on your own behalf and on behalf of your subsidiaries other than
Seller) hereby agree to be bound by the provisions of Section 6.4 of the
Agreement.
2. You hereby absolutely and unconditionally (except as provided in the
next sentence) guarantee the due and punctual performance and discharge by
Seller of all of its obligations under the Agreement, and further agree that if
Seller shall fail to perform and discharge any such obligation in accordance
with the terms of the Agreement, you shall forthwith perform and discharge any
such obligation, as such performance and discharge is required to be made or
done by Seller. Notwithstanding the foregoing, you shall have the benefit of
any defenses, offsets, setoffs and counter-claims available to Seller.
3. Your liability under this letter agreement shall in no manner be
impaired, affected or released by the insolvency, bankruptcy, making of an
assignment for the benefit of creditors, arrangement, compensation, composition
or readjustment of Seller, or any proceeding affecting the status, existence or
assets of Seller or other similar proceedings instituted by or against Seller
and affecting the assets of Seller.
This letter agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. This letter agreement shall be
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construed and interpreted, and the rights of the parties determined, in
accordance with the laws of the State of Delaware (without reference to the
choice of law provisions of Delaware law).
Kindly confirm your agreement to the foregoing by signing the
enclosed copy of this letter, whereupon it shall be deemed to be a binding
agreement between us.
Very truly yours,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INCORPORATED
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: President & CEO
ACCEPTED AND AGREED TO:
JPS TEXTILE GROUP, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Vice President -
Finance and Chief Financial
Officer
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