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EXHIBIT 2.6
ASSIGNMENT AND ASSUMPTION AGREEMENT
WESTPOINT XXXXXXX INC., a Delaware corporation (the "Assignor"), for
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, hereby sells, assigns, transfers, conveys and delivers to ALAMAC
KNIT FABRICS, INC., a Delaware corporation and an indirect wholly-owned
subsidiary of Assignor (the "Assignee"), all its right, title and interest,
powers, remedies, benefits, options and privileges in, to and under, at law or
in equity, the agreements listed on the attached schedule (the "Contracts").
Nothing in this Assignment and Assumption Agreement shall be construed to be a
modification of, or limitation on, any provision of the Agreement, including
the representations, warranties, covenants and indemnities set forth therein.
The Assignee hereby undertakes to pay, perform or discharge when due,
the duties, liabilities and obligations of the Assignor under the Contracts
assigned hereunder and no other; provided, however, that the Assignee does not
hereby assume any liability for any breach or any non-performance by
Assignor occurring under any Contract prior to the date hereof, or under or in
connection with or arising out of Assignor's actions, or failures to act, prior
to the date hereof.
To the extent Assignee fails to perform any of its obligations under
the Contracts and, as a result thereof, any amounts are assessed against, or
paid by, Assignor, Assignee hereby agrees to reimburse, indemnify and hold
harmless Assignor.
This Assignment and Assumption Agreement shall be governed by and
construed in accordance with the substantive laws (but not the laws governing
conflicts of law) of the State of North Carolina.
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This Assignment and Assumption Agreement may be executed in
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have caused this Assignment and
Assumption Agreement to be executed this 27 day of August, 1997.
WESTPOINT XXXXXXX INC.
By: /s/ Xxxxxx Xxxxxxxx
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Name: J. Xxxxxx Xxxxxxxx
Title: Controller-Corporate Accounting
ALAMAC KNIT FABRICS, INC.
By: /s/ M. Xxxxxxx Xxxxxxxxx, Xx.
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Name: M. Xxxxxxx Xxxxxxxxx, Xx.
Title: Vice President & Assistant
Secretary
ACCEPTED AND AGREED TO:
DYERSBURG CORPORATION
By: /s/ T. Xxxxxx XxXxxxx
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Name: T. Xxxxxx XxXxxxx
Title: Chief Executive Officer
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CONTRACTS
1. Textile Waste Purchase Agreement listed on Schedule 4.6(a) to the
Stock Purchase Agreement, dated July 15, 1997, among Dyersburg Corporation,
Alamac Sub Holdings Inc., AIH Inc. and Assignor (the "Stock Purchase
Agreement").
2. Computer equipment leases listed on Schedule 4.6(a) to the Stock
Purchase Agreement:
(a) RAMAC Subsystem
(b) Additional DASD
(c) CPU-IBM Model 2003-106
3. Equipment leases listed on Schedule 4.6(a) to the Stock Purchase
Agreement:
(a) Hyster R30F (Schedule Nos. 12, 35 and 82)
(b) Hyster R30FA
(c) Hyster N30AH (Schedule Nos. 24 and 25)
(d) Hyster E30XM (Schedule Nos. 75 and 77)
(e) Hyster E50XM
(f) Hyster E45XM (Schedule Nos. 65, 65 and 65)
(g) Caterpillar EC15 (Schedule Nos. 3 and 4)
4. Material contracts listed on Schedule 4.12(b) to the Stock
Purchase Agreement, as numbers 1 through 27, 30(b) referring to the Lumberton
warehouse lease and 30(d) referring to Cotton purchase agreements for future
delivery to Clinton Plant.
5. Other contracts or agreements of an immaterial nature
(individually or in the aggregate) entered into by Assignor in the ordinary
course of business for the benefit of Assignee.
