1
EXHIBIT 10.47
LIMITED WAIVER AND CONSENT
This LIMITED WAIVER AND CONSENT (this "Consent") is made as of September
26, 1996 by and among DYERSBURG CORPORATION, a Tennessee corporation (the
"Holding Company"), DYERSBURG FABRICS, INC., a Tennessee corporation ("DFI"),
DYERSBURG FABRICS LIMITED PARTNERSHIP, I, a Tennessee limited partnership (the
"Borrower"), and THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES,
EQUITABLE VARIABLE LIFE INSURANCE COMPANY, PUBLIC EMPLOYEES RETIREMENT
ASSOCIATION OF COLORADO, NORTHERN LIFE INSURANCE COMPANY and RELIASTAR BANKERS
SECURITY LIFE INSURANCE COMPANY, successor by merger to The North Atlantic Life
Insurance Company of America (collectively the "Purchasers" and each
individually a "Purchaser").
WHEREAS, the undersigned Purchasers are parties to those certain Note
Purchase Agreements dated as of September 29, 1993, with DFI and the Holding
Company, as amended by that certain First Amendment, Limited Waiver and
Consent, dated as of April 10, 1996, by and among DFI, the Holding Company, the
Borrower, and the Purchasers (the "First Amendment"; such Note Purchase
Agreements, as amended by the First Amendment, being hereinafter referred to as
the "Purchase Agreements"), pursuant to which, among other things, the Borrower
has issued to the Purchasers its 6.78% Senior Notes Due 2005 in the aggregate
principal amount of $25,000,000 (the "Notes"); and
WHEREAS, pursuant to the First Amendment, the Purchasers among other
things consented to the effectuation of certain reorganization transactions,
described in Recital B to the First Amendment (collectively, the
"Transactions"), among DFI, the Holding Company, the Borrower, DFIC, Inc., a
Delaware corporation ("DFIC"), United Knitting, Inc., a Tennessee corporation
("UKI"), United Knitting Acquisition Corp., a Tennessee corporation, UKIC,
Inc., a Delaware corporation ("UKIC"), and United Knitting Limited Partnership,
I, a Tennessee limited partnership ("UKLP"; DFI, the Holding Company, DFIC,
UKI, UKIC and UKLP being hereinafter referred to collectively as the
"Guarantors"); and
WHEREAS, the Borrower and the Guarantors have proposed that the
Transactions be amended in certain respects, effective retroactively to the
original date thereof, by the execution of amendatory documents in
substantially the forms attached hereto as Exhibit A (collectively, the
"Transaction Amendments");
NOW, THEREFORE, in consideration of the terms and conditions contained
herein and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. Limited Waiver and Consent. The Purchasers hereby (i) consent
to the execution of the Transaction Amendments and to the effectuation of the
Transactions as thereby modified, and (ii) waive any Default or Event of
Default (as defined in the Purchase Agreements) by the Borrower, DFI or the
Holding Company in the performance or observance
2
of the provisions of the Purchase Agreements to the extent such Default or
Event of Default is the result of the performance of the Transaction
Amendments. The consent and waiver set forth in this Section 1 shall be
limited to the specific transactions described herein and shall not be deemed
to (i) be a waiver of any other term or condition of the Purchase Agreements or
(ii) prejudice any rights not specifically waived herein which any Purchaser or
other holder of Notes may now or hereafter have under the Purchase Agreements,
the Notes, any guarantees heretofore or hereafter executed pursuant to the
Purchase Agreements by the Guarantors, or any other instrument or document
executed in connection therewith.
Section 2. Counterparts. This Consent may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which taken
together shall be deemed to constitute one and the same instrument.
Section 3. Payment of Fees. The Borrower agrees to pay all fees, costs
and expenses incurred by the Purchasers in connection with the negotiation,
preparation, execution and delivery of this Consent, including, without
limitation, the reasonable fees and disbursements of Sonnenschein Nath &
Rosenthal, special counsel to the Purchasers in connection herewith.
Section 4. Governing Law. THIS CONSENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 5. Headings: Miscellaneous. Section headings are included herein
for convenience of reference only and shall not constitute a part of this
Consent for any other purposes.
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
By: /s/ Ina Lane
-----------------------------
Its: Investment Officer
EQUITABLE VARIABLE LIFE INSURANCE
COMPANY
By: /s/ Ina Lane
-----------------------------
Its: Investment Officer
2
3
PUBLIC EMPLOYEES RETIREMENT
ASSOCIATION OF COLORADO
By: /s/
-----------------------------
Its: Authorized Signatory
NORTHERN LIFE INSURANCE COMPANY
By: /s/
-----------------------------
Its: Assistant Treasurer
RELIASTAR BANKERS SECURITY LIFE
INSURANCE COMPANY
By: /s/
-----------------------------
Its: Vice President
By: /s/
-----------------------------
Its: Assistant Treasurer
ACKNOWLEDGED AND AGREED:
DYERSBURG CORPORATION
By: /s/ Paul Hallock
----------------------------
Its: Vice President Finance
DYERSBURG FABRICS, INC.
By: /s/ Paul Hallock
----------------------------
Its: Vice President Finance
3
4
DYERSBURG FABRICS LIMITED PARTNERSHIP, I
By: DYERSBURG FABRICS, INC.,
its general partner
By: /s/ Paul Hallock
-----------------------------
Its: Vice President Finance
DFIC, INC.
By: /s/ Barbara Steen
----------------------------------
Its: Secretary
UNITED KNITTING, INC.
By: /s/ Paul Hallock
-----------------------------------
Its: Assistant Secretary Treasurer
UKIC, INC.
By: /s/ Barbara Steen
-----------------------------------
Its: Secretary
UNITED KNITTING LIMITED PARTNERSHIP, I
By: UNITED KNITTING, INC.,
its general partner
By: /s/ Paul Hallock
-----------------------------------
Its: Assistant Secretary Treasurer
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EXHIBIT A
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THIS INSTRUMENT PREPARED BY:
BASS, BERRY & SIMS PLC
2700 First American Center
Nashville, Tennessee 37238
AMENDMENT TO
ASSIGNMENT AND BILL OF SALE
WHEREAS, United Knitting, Inc., a Tennessee corporation (the "Company"),
executed an Assignment and Bill of Sale (the "Original Assignment") dated April
10, 1996, effective as of the 26th day of February, 1996 in favor of UKIC,
Inc., a Delaware corporation ("UKIC"); and
WHEREAS, the Company and UKIC desire to amend the Original Assignment as
set forth herein nunc pro tunc, and that such amendment be deemed effective as
of the 26th day of February, 1996;
NOW, THEREFORE, for and in consideration of $10 and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Partnership, intending to be legally bound,
agree that the Original Assignment shall be amended and restated as follows:
1. Amendment. The Company and UKIC agree that Schedule A to the Original
Assignment shall be deleted in its entirety and that Schedule A attached hereto
shall be substituted therefor.
2. Effective Date. The Company and UKIC agree that the amendment made
hereby shall be deemed effective as of February 26, 1996.
IN WITNESS WHEREOF, the Company and UKIC have caused this instrument to be
executed this the __ day of September, 1996.
UNITED KNITTING, INC.
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
UKIC, INC.
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
7
STATE OF )
----------------------
COUNTY OF )
----------------------
Personally appeared before me, the undersigned, a Notary Public,
_______________, with whom I am personally acquainted, and who acknowledged
that he executed the within instrument for the purposes therein contained, and
who further acknowledged that he is the __________ of United Knitting, Inc., a
Tennessee corporation, and is authorized by the corporation to execute this
instrument on behalf of the corporation.
WITNESS my hand, at office, this ___ day of September, 1996.
--------------------------
Notary Public
My Commission Expires:
- ----------------------
STATE OF )
----------------------
COUNTY OF )
----------------------
Personally appeared before me, the undersigned, a Notary Public,
_________________, with whom I am personally acquainted, and who acknowledged
that he executed the within instrument for the purposes therein contained, and
who further acknowledged that he is the ____________ of UKIC, a Delaware
corporation, and is authorized by the corporation to execute this instrument on
behalf of the corporation.
WITNESS my hand, at office, this ___ day of September, 1996.
--------------------------
Notary Public
My Commission Expires:
- ----------------------
8
SCHEDULE A
Accounts receivable with a value of $6,219,954 and inventories and
supplies with a value of $4,178,121.
9
THIS INSTRUMENT PREPARED BY:
BASS, BERRY & SIMS PLC
2700 First American Center
Nashville, Tennessee 37238
AMENDMENT TO
ASSIGNMENT AND BILL OF SALE
WHEREAS, United Knitting, Inc., a Tennessee corporation (the "Company"),
executed an Assignment and Bill of Sale (the "Original Assignment") dated April
10, 1996, effective as of the 26th day of February, 1996 in favor of UKIC,
Inc., a Delaware corporation ("UKIC"); and
WHEREAS, the Company and UKIC desire to amend the Original Assignment as
set forth herein nunc pro tunc, and that such amendment be deemed effective as
of the 26th day of February, 1996;
NOW, THEREFORE, for and in consideration of $10 and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the UKIC, intending to be legally bound, agree
that the Original Assignment shall be amended and restated as follows:
1. Amendment. The Company and UKIC agree that the granting language of
the Original Assignment shall be deleted in its entirety and that the following
shall be substituted therefor:
FOR VALUE RECEIVED, the undersigned, the Company, does hereby sell,
convey, transfer, assign and deliver unto UKIC, the Company's thirty-four
percent (34%) limited partnership interest in United Knitting Limited
Partnership, I, a Tennessee limited partnership.
2. Effective Date. The Company and UKIC agree that the amendment made
hereby shall be deemed effective as of February 26, 1996.
IN WITNESS WHEREOF, the Company and UKIC have caused this instrument to be
executed this the __ day of September, 1996.
UNITED KNITTING, INC.
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
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UKIC, INC.
By:
---------------------------
Name:
-------------------------
Title:
------------------------
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STATE OF TENNESSEE )
COUNTY OF DYER )
Personally appeared before me, the undersigned, a Notary Public, ________,
with whom I am personally acquainted, and who acknowledged that he executed the
within instrument for the purposes therein contained, and who further
acknowledged that he is the _____ of United Knitting, Inc., a Tennessee
corporation, and is authorized by the corporation to execute this instrument on
behalf of the corporation.
WITNESS my hand, at office, this ___ day of September, 1996.
------------------------
Notary Public
My Commission Expires:
- ----------------------
STATE OF )
------------------
COUNTY OF )
-----------------
Personally appeared before me, the undersigned, a Notary Public,
_________________, with whom I am personally acquainted, and who acknowledged
that he executed the within instrument for the purposes therein contained, and
who further acknowledged that he is the _____ of UKIC, Inc., a Delaware
corporation, and is authorized by the corporation to execute this instrument on
behalf of the corporation.
WITNESS my hand, at office, this ___ day of September, 1996.
------------------------
Notary Public
My Commission Expires:
- ----------------------
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THIS INSTRUMENT PREPARED BY:
BASS, BERRY & SIMS PLC
2700 First American Center
Nashville, Tennessee 37238
AMENDMENT TO
ASSIGNMENT AND BILL OF SALE
WHEREAS, United Knitting, Inc., a Tennessee Corporation, ("the Company")
executed an Assignment and Bill of Sale (the "Original Assignment") dated April
10, 1996, effective as of the 26th day of February, 1996 in favor United
Knitting Limited Partnership, I (the "Partnership"); and
WHEREAS, the Company executed an Assignment and Bill of Sale (the
"Assignment to UKIC") dated April 10, 1996, effective as of the 26th day of
February, 1996 in favor of UKIC, Inc., a Delaware corporation ("UKIC"); and
WHEREAS, the Company and UKIC desire to amend the Assignment to UKIC to
reflect certain changes nunc pro tunc, and that such amendment be deemed
effective as of the 26th day of February, 1996; and
WHEREAS, the Company and the Partnership desire to amend the Original
Assignment nunc pro tunc to clarify that it pertains to property of the Company
after giving effect to the foregoing Assignment to UKIC, as amended, and that
such amendment be deemed effective as of the 26th day of February, 1996;
NOW, THEREFORE, for and in consideration of $10 and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Partnership, intending to be legally bound,
agree that the Original Assignment shall be amended and restated as follows:
1. Amendment. The Partnership and the Company agree that Schedule A to
the Original Assignment shall be deleted in its entirety and that Schedule A
attached hereto shall be substituted therefor.
2. Effective Date. The Partnership and the Company agree that the
amendment made hereby shall be deemed effective as of February 26, 1996.
IN WITNESS WHEREOF, the Company and the Partnership have caused this
instrument to be executed this the __ day of September, 1996.
UNITED KNITTING, INC.
By:
-----------------------------------
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Name:
---------------------------------
Title:
--------------------------------
UNITED KNITTING LIMITED PARTNERSHIP, I
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
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STATE OF TENNESSEE )
COUNTY OF DYER )
Personally appeared before me, the undersigned, a Notary Public, ________,
with whom I am personally acquainted, and who acknowledged that he executed the
within instrument for the purposes therein contained, and who further
acknowledged that he is the _____ of United Knitting, Inc., a Tennessee
corporation, and is authorized by the corporation to execute this instrument on
behalf of the corporation.
WITNESS my hand, at office, this ___ day of September, 1996.
---------------------------
Notary Public
My Commission Expires:
- ----------------------
STATE OF )
---------------------
COUNTY OF )
---------------------
Personally appeared before me, ________________________, a Notary Public,
________________________, with whom I am personally acquainted, who
acknowledged that ____________ executed the within instrument for the purposes
therein contained, and who further acknowledged that ____________ is the
________________________ of UNITED KNITTING INC., the general partner of UNITED
KNITTING LIMITED PARTNERSHIP, I, and is authorized by the corporation to
execute this instrument on behalf of the corporation.
WITNESS my hand, at office, this ____________ day of ____________, 1996.
-------------------------------------
Notary Public
My Commission Expires:
15
SCHEDULE A
All assets of the Company except goodwill, stock of UKIC, partnership
interest in the Partnership, trademarks, service marks and patents,
organizational costs, accounts receivable from Dyersburg Fabrics Inc. and a
1987 Model HINO Truck.
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THIS INSTRUMENT PREPARED BY:
BASS, BERRY & SIMS PLC
2700 First American Center
Nashville, Tennessee 37238
AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP
OF DYERSBURG FABRICS LIMITED PARTNERSHIP, I
WHEREAS, Dyersburg Fabrics, Inc., a Tennessee corporation, as general
partner (the "General Partner"), and the limited partners listed on Annex A
hereto (the "Limited Partners" and individually a "Limited Partner")(the
General Partner and any Limited Partner are referred to herein collectively as
the "Partners") executed an Agreement of Limited Partnership of Dyersburg
Fabrics Limited Partnership, I effective February 26, 1996 (the "Original
Partnership Agreement"); and
WHEREAS, the Partners desire to amend and restate such Original
Partnership Agreement nunc pro tunc, to reflect the terms and conditions
contained herein; and
WHEREAS, the Partners desire that the effective date of this Amended and
Restated Agreement shall be February 26, 1996;
NOW, THEREFORE, for and in consideration of $10 and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Partners, intending to be legally bound, agree that the
Original Partnership Agreement shall be amended and restated as follows:
1. Amendments. (a) The Partnership and the Company agree that Section
4.3 to the Original Partnership Agreement shall be deleted in its entirety and
that the following shall be substituted therefor:
4.3 Transfer of Interests. Except for the transfer of the nineteen
percent (19%) Limited Partnership Interest held by the General Partner
to DFIC, Inc., no Partnership Interest of a Partner shall be transferred,
in whole or in part, nor may any purported transferee of any Partnership
Interest of a Partner be admitted as a substitute Partner. The term
"transfer," when used in this Agreement with respect to a Partnership
Interest, includes a sale, assignment, gift, pledge, encumbrance,
hypothecation, mortgage, exchange or any other disposition.
(b) The Partnership and the Company agree that Annex A to the Original
Partnership Agreement shall be deleted in its entirety and that Annex A
attached hereto shall be substituted therefor; and that Annex B to the Original
Partnership Agreement shall be deleted in its entirety and that Annex B
attached hereto shall be substituted therefor.
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2. Effective Date. The Partnership and the Company agree that the
amendment made hereby shall be deemed effective as of February 26, 1996.
3. No Other Changes. The Partners agree that, except for the amendments
made hereby, the Original Partnership Agreement shall continue in full force
and effect.
THIS AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP (this "Agreement") was
executed by the Partners, this the __ day of September, 1996.
GENERAL PARTNER:
DYERSBURG FABRICS INC.,
a Tennessee corporation
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
LIMITED PARTNERS:
DFIC, INC.,
a Delaware corporation
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
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ANNEX A
PARTNERS AND PERCENTAGE INTERESTS
Percentage
Partner Interest
------- --------
Dyersburg Fabrics Inc., 1.0%
as General Partner
Dyersburg Fabrics Inc., 19.0%
as a Limited Partner
DFIC, Inc.,
as a Limited Partner 80.0%
-----
Total 100.0%
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ANNEX B
CAPITAL CONTRIBUTIONS BY PARTNERS
Partner Initial Contribution
------- --------------------
Dyersburg Fabrics Inc., The assets set forth on
as General Partner Schedule B attached hereto
and Limited Partner
DFIC, Inc., Accounts receivable valued at
as Limited Partner $12,000,000
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THIS INSTRUMENT PREPARED BY:
BASS, BERRY & SIMS PLC
2700 First American Center
Nashville, Tennessee 37238
AMENDMENT TO
ASSIGNMENT AND BILL OF SALE
WHEREAS, DFIC, Inc., a Delaware corporation (the "Company"), executed an
Assignment and Bill of Sale (the "Original Assignment") dated April 10, 1996,
effective as of the 26th day of February, 1996 in favor of Dyersburg Fabrics
Limited Partnership, I (the "Partnership"); and
WHEREAS, the Company and the Partnership desire to amend the Original
Assignment as set forth herein nunc pro tunc, and that such amendment be deemed
effective as of the 26th day of February, 1996;
NOW, THEREFORE, for and in consideration of $10 and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Partnership, intending to be legally bound,
agree that the Original Assignment shall be amended and restated as follows:
1. Amendment. The Partnership and the Company agree that Schedule A to
the Original Assignment shall be deleted in its entirety and that Schedule A
attached hereto shall be substituted therefor.
2. Effective Date. The Partnership and the Company agree that the
amendment made hereby shall be deemed effective as of February 26, 1996.
IN WITNESS WHEREOF, the Company and the Partnership have caused this
instrument to be executed this the __ day of September, 1996.
DFIC, INC.
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
DYERSBURG FABRICS LIMITED PARTNERSHIP, I
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
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STATE OF )
--------------------
COUNTY OF )
-------------------
Personally appeared before me, the undersigned, a Notary Public, ________,
with whom I am personally acquainted, and who acknowledged that he executed the
within instrument for the purposes therein contained, and who further
acknowledged that he is the _____ of DFIC, Inc., a Delaware corporation, and is
authorized by the corporation to execute this instrument on behalf of the
corporation.
WITNESS my hand, at office, this ___ day of September, 1996.
-------------------------
Notary Public
My Commission Expires:
- ----------------------
STATE OF )
--------------------
COUNTY OF )
-------------------
Personally appeared before me, ______________________, a Notary Public,
______________________, with whom I am personally acquainted, who acknowledged
that ___________ executed the within instrument for the purposes therein
contained, and who further acknowledged that ____________ is the
_________________________ of DYERSBURG FABRICS INC., the general partner of
DYERSBURG FABRICS LIMITED PARTNERSHIP, I, and is authorized by the corporation
to execute this instrument on behalf of the corporation.
WITNESS my hand, at office, this ______ day of _____________, 1996.
-------------------------
Notary Public
My Commission Expires:
- ----------------------
22
SCHEDULE A
Accounts receivable with a value of $12,000,000
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THIS INSTRUMENT PREPARED BY:
BASS, BERRY & SIMS PLC
2700 First American Center
Nashville, Tennessee 37238
AMENDMENT TO
ASSIGNMENT AND BILL OF SALE
WHEREAS, Dyersburg Fabrics, Inc., a Tennessee corporation (the "Company"),
executed an Assignment and Bill of Sale (the "Original Assignment") dated April
10, 1996, effective as of the 26th day of February, 1996 in favor of DFIC,
Inc., a Delaware corporation ("DFIC"); and
WHEREAS, the Company and DFIC desire to amend the Original Assignment as
set forth herein nunc pro tunc, and that such amendment be deemed effective as
of the 26th day of February, 1996;
NOW, THEREFORE, for and in consideration of $10 and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the DFIC, intending to be legally bound, agree
that the Original Assignment shall be amended and restated as follows:
1. Amendment. The Company and DFIC agree that Schedule A to the Original
Assignment shall be deleted in its entirety and that Schedule A attached hereto
shall be substituted therefor.
2. Effective Date. The Company and DFIC agree that the amendment made
hereby shall be deemed effective as of February 26, 1996.
IN WITNESS WHEREOF, the Company and DFIC have caused this instrument to be
executed this the __ day of September, 1996.
DYERSBURG FABRICS, INC.
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
DFIC, Inc.
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
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STATE OF TENNESSEE )
COUNTY OF DYER )
Personally appeared before me, the undersigned, a Notary Public, ________,
with whom I am personally acquainted, and who acknowledged that he executed the
within instrument for the purposes therein contained, and who further
acknowledged that he is the _____ of Dyersburg Fabrics, Inc., a Tennessee
corporation, and is authorized by the corporation to execute this instrument on
behalf of the corporation.
WITNESS my hand, at office, this ___ day of September, 1996.
------------------------
Notary Public
My Commission Expires:
- ----------------------
STATE OF )
-------------------
COUNTY OF )
------------------
Personally appeared before me, the undersigned, a Notary Public, ________,
with whom I am personally acquainted, and who acknowledged that he executed the
within instrument for the purposes therein contained, and who further
acknowledged that he is the _____ of DFIC, Inc., a Delaware corporation, and is
authorized by the corporation to execute this instrument on behalf of the
corporation.
WITNESS my hand, at office, this ___ day of September, 1996.
------------------------
Notary Public
My Commission Expires:
- ----------------------
25
SCHEDULE A
Accounts receivable with a value of $12,000,000
26
This instrument prepared by:
BASS, BERRY & SIMS PLC
2700 First American Center
Nashville, Tennessee 37238
AMENDMENT TO
ASSIGNMENT AND ASSUMPTION AGREEMENT
WHEREAS, Dyersburg Fabrics, Inc., a Tennessee corporation ("DFI") and
Dyersburg Fabrics Limited Partnership, I, a Tennessee limited partnership
("DFLP") executed an Assignment and Assumption Agreement on the 10th day of
April, 1996 (the "Original Assignment and Assumption Agreement"); and
WHEREAS, DFI and DFLP desire to amend the foregoing Original Assignment
and Assumption Agreement nunc pro tunc, and that such amendments be effective
as of the 26th day of February, 1996;
NOW, THEREFORE, for and in consideration of $10 and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, DFI and DFLP, intending to be legally bound, agree that the
Original Assignment and Assumption Agreement shall be amended and restated as
follows:
1. Amendment. DFI and DFLP agree that Section 1(b) of the Original
Assignment and Assumption Agreement shall be deleted in its entirety and that
the following shall be substituted therefor:
b. For valid business, DFI proposes to consummate the following
transactions, (the "Transaction"): DFI will incorporate DFIC, Inc., a
Delaware corporation ("DFIC") and acquire all of DFIC's stock in
consideration of a transfer and/or assignment of DFI's accounts receivable
in the amount of $12,000,000, property equal to 80% of the value of DFI's
assets. DFI and DFIC will form DFLP. Initially, DFI will transfer
tangible assets and DFIC will transfer its intangible assets (other than
capital stock of their respective subsidiaries) to DFLP, with DFI
receiving a 1% interest as a general partner and a 19% interest as a
limited partner, and DFIC receiving a 80% interest as a limited partner.
After the initial transfers to DFLP, DFI will transfer its 19% limited
partnership interest in DFLP to DFIC.
2. Effective Date. DFI and DFLP agree that the amendment made hereby
shall be deemed effective as of February 26, 1996.
IN WITNESS WHEREOF, DFI and DFLP have caused this Amendment to Assignment
and Assumption Agreement to be executed this the ___ day of September, 1996.
27
DYERSBURG FABRICS, INC.
By:
----------------------------------
Title:
-------------------------------
DYERSBURG FABRICS LIMITED
PARTNERSHIP, I
By: Dyersburg Fabrics, Inc., General
Partner
By:
----------------------------------
Title:
-------------------------------
2
28
STATE OF )
-------------------
COUNTY OF )
------------------
Personally appeared before me, ________________________, a Notary Public,
________________________, with whom I am personally acquainted, who
acknowledged that ____________ executed the within instrument for the purposes
therein contained, and who further acknowledged that ____________ is the
________________________ of DYERSBURG FABRICS, INC., a corporation, and is
authorized by the corporation to execute this instrument on behalf of the
corporation.
WITNESS my hand, at office, this ____________ day of ____________, 1996.
------------------------------------
Notary Public
My Commission Expires:
- ----------------------
STATE OF )
-------------------
COUNTY OF )
------------------
Personally appeared before me, ________________________, a Notary Public,
________________________, with whom I am personally acquainted, who
acknowledged that ____________ executed the within instrument for the purposes
therein contained, and who further acknowledged that ____________ is the
________________________ of DYERSBURG FABRICS, INC., the general partner of
DYERSBURG FABRICS LIMITED PARTNERSHIP, I, and is authorized by the corporation
to execute this instrument on behalf of the corporation.
WITNESS my hand, at office, this ____________ day of ____________, 1996.
------------------------------------
Notary Public
My Commission Expires:
- ----------------------
3
29
THIS INSTRUMENT PREPARED BY:
BASS, BERRY & SIMS PLC
2700 First American Center
Nashville, Tennessee 37238
AMENDMENT TO
ASSIGNMENT AND BILL OF SALE
WHEREAS, Dyersburg Fabrics, Inc., a Tennessee corporation (the "Company"),
executed an Assignment and Bill of Sale (the "Original Assignment") dated April
10, 1996, effective as of the 26th day of February, 1996 in favor of DFIC,
Inc., a Delaware corporation ("DFIC"); and
WHEREAS, the Company and DFIC desire to amend the Original Assignment as
set forth herein nunc pro tunc, and that such amendment be deemed effective as
of the 26th day of February, 1996;
NOW, THEREFORE, for and in consideration of $10 and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the DFIC, intending to be legally bound, agree
that the Original Assignment shall be amended and restated as follows:
1. Amendment. The Company and DFIC agree that the granting language of
the Original Assignment shall be deleted in its entirety and that the following
shall be substituted therefor:
FOR VALUE RECEIVED, the undersigned, the Company, does hereby sell,
convey, transfer, assign and deliver unto DFIC, the Company's nineteen
percent (19%) limited partnership interest in Dyersburg Fabrics Limited
Partnership, I, a Tennessee limited partnership.
2. Effective Date. The Company and DFIC agree that the amendment made
hereby shall be deemed effective as of February 26, 1996.
IN WITNESS WHEREOF, the Company and DFIC have caused this instrument to be
executed this the __ day of September, 1996.
DYERSBURG FABRICS, INC.
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
30
DFIC, INC.
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
31
STATE OF TENNESSEE )
COUNTY OF DYER )
Personally appeared before me, the undersigned, a Notary Public, ________,
with whom I am personally acquainted, and who acknowledged that he executed the
within instrument for the purposes therein contained, and who further
acknowledged that he is the _____ of Dyersburg Fabrics, Inc., a Tennessee
corporation, and is authorized by the corporation to execute this instrument on
behalf of the corporation.
WITNESS my hand, at office, this ___ day of September, 1996.
-------------------------
Notary Public
My Commission Expires:
- ----------------------
STATE OF )
----------------------
COUNTY OF )
----------------------
Personally appeared before me, the undersigned, a Notary Public, ________,
with whom I am personally acquainted, and who acknowledged that he executed the
within instrument for the purposes therein contained, and who further
acknowledged that he is the _____ of DFIC, Inc., a Delaware corporation, and is
authorized by the corporation to execute this instrument on behalf of the
corporation.
WITNESS my hand, at office, this ___ day of September, 1996.
-------------------------
Notary Public
My Commission Expires:
- ----------------------
32
THIS INSTRUMENT PREPARED BY:
BASS, BERRY & SIMS PLC
2700 First American Center
Nashville, Tennessee 37238
AMENDMENT TO
ASSIGNMENT AND BILL OF SALE
WHEREAS, Dyersburg Fabrics, Inc., a Tennessee Corporation, ("the Company")
executed an Assignment and Bill of Sale (the "Original Assignment") dated April
10, 1996, effective as of the 26th day of February, 1996 in favor Dyersburg
Fabrics Limited Partnership, I (the "Partnership"); and
WHEREAS, the Company executed an Assignment and Bill of Sale (the
"Assignment to UKIC") dated April 10, 1996, effective as of the 26th day of
February, 1996 in favor of DFIC, Inc., a Delaware corporation ("DFIC"); and
WHEREAS, the Company and DFIC desire to amend the Assignment to DFIC to
reflect certain changes nunc pro tunc, and that such amendment be deemed
effective as of the 26th day of February, 1996; and
WHEREAS, the Company and the Partnership desire to amend the Original
Assignment nunc pro tunc to clarify that it pertains to property of the Company
after giving effect to the foregoing Assignment to DFIC, as amended, and that
such amendment be deemed effective as of the 26th day of February, 1996;
NOW, THEREFORE, for and in consideration of $10 and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Partnership, intending to be legally bound,
agree that the Original Assignment shall be amended and restated as follows:
1. Amendment. The Partnership and the Company agree that Schedule A to
the Original Assignment shall be deleted in its entirety and that Schedule A
attached hereto shall be substituted therefor.
2. Effective Date. The Partnership and the Company agree that the
amendment made hereby shall be deemed effective as of February 26, 1996.
IN WITNESS WHEREOF, the Company and the Partnership have caused this
instrument to be executed this the __ day of September, 1996.
DYERSBURG FABRICS, INC.
By:
--------------------------------------
33
Name:
------------------------------------
Title:
-----------------------------------
DYERSBURG FABRICS LIMITED PARTNERSHIP, I
By: Dyersburg Fabrics, Inc., General
Partner
Name:
------------------------------------
Title:
-----------------------------------
34
STATE OF )
-------------------
COUNTY OF )
------------------
Personally appeared before me, the undersigned, a Notary Public, ________,
with whom I am personally acquainted, and who acknowledged that he executed the
within instrument for the purposes therein contained, and who further
acknowledged that he is the __________of Dyersburg Fabrics, Inc., a Tennessee
corporation, and is authorized by the corporation to execute this instrument on
behalf of the corporation.
WITNESS my hand, at office, this ___ day of September, 1996.
----------------------
Notary Public
My Commission Expires:
- ----------------------
STATE OF )
-------------------
COUNTY OF )
------------------
Personally appeared before me, the undersigned, a Notary Public, ________,
with whom I am personally acquainted, and who acknowledged that he executed the
within instrument for the purposes therein contained, and who further
acknowledged that he is the _____ of Dyersburg Fabrics, Inc., the general
partner of Dyersburg Fabrics Limited Partnership, I, a Tennessee limited
partnership, and is authorized by the corporation to execute this instrument on
behalf of the corporation.
WITNESS my hand, at office, this ___ day of September, 1996.
----------------------
Notary Public
My Commission Expires:
- ----------------------
35
SCHEDULE A
All assets of the Company except goodwill, stock of United Knitting, Inc.
and DFIC, Inc., partnership interest in the Partnership, trademarks, service
marks and patents, deferred tax benefits, life insurance policies, cash in the
amount of $300,000 and the following:
VEHICLE ASSET NUMBER
- ------- ------------
1989 GMC pickup S #2GT 51297-000
1981 GMC Truck Model TC10703 PIC 50974-000
1989 Chevy Pickup S #1GCD 6053-000
1989 GMC Pickup S #2GR 6248-000
1984 Trailmobile Trailer 6249-000
1984 Trailmobile Trailer 6250-000
International 4900 Spotter Truck 6980-000
1994 International Model 8200 Tractor 7218-000
1985 Lufkin 48x102 Van/Trailer 7277-000
1985 Lufkin 48x102 Van/Trailer 7278-000
1985 Lufkin 48x102 Van/Trailer 7279-000
1985 Lufkin 48x102 Van/Trailer 7280-000
1985 Lufkin 48x102 Van/Trailer 7281-000
1985 Lufkin 48x102 Van/Trailer 7282-000
1995 Dorsey 48' Van Trailer 7584-000
1972 GMC 1 1/2 Ton Truck 2942-000
1963 Ford F70 Truck 2943-000
1979 Chevy 2 Ton C66 Truck 4152-000
Uniloader Wynnburg Trailer 4315-000
1970 Chevy C70 Truck 4679-000
Ford F-10 Truck S #2FTCF10E2CCA8 4729-000
1973 Truck 4900-000
Chevrolet 7-Series Diesel Truck 5519-000
Ford Model CL-45 Skip Tractor 5520-000
36
This instrument prepared by:
BASS, BERRY & SIMS PLC
2700 First American Center
Nashville, Tennessee 37238
AMENDMENT TO
ASSIGNMENT AND ASSUMPTION AGREEMENT
WHEREAS, United Knitting, Inc., a Tennessee corporation ("UKI") and United
Knitting Limited Partnership, I, a Tennessee limited partnership ("UKLP")
executed an Assignment and Assumption Agreement on the 10th day of April, 1996
(the "Original Assignment and Assumption Agreement"); and
WHEREAS, UKI and UKLP desire to amend the foregoing Original Assignment
and Assumption Agreement nunc pro tunc, and that such amendments be effective
as of the 26th day of February, 1996;
NOW, THEREFORE, for and in consideration of $10 and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, UKI and UKLP, intending to be legally bound, agree that the
Original Assignment and Assumption Agreement shall be amended and restated as
follows:
1. Amendment. UKI and UKLP agree that Section 1(b) of the Original
Assignment and Assumption Agreement shall be deleted in its entirety and that
the following shall be substituted therefor:
b. For valid business, UKI proposes to consummate the following
transactions, (the "Transaction"): UKI will incorporate UKIC, Inc., a
Delaware corporation ("UKIC") and acquire all of UKIC's stock in
consideration of a transfer and/or assignment of UKI's accounts receivable
in the amount of $6,219,954 and inventory and supplies in the amount of
$4,178,121, property equal to 65% of the value of UKI's assets. UKI and
UKIC will form UKLP. Initially, UKI will transfer tangible assets and UKIC
will transfer a combination of tangible and intangible assets (other than
capital stock of their respective subsidiaries) to UKLP, with UKI
receiving a 1% interest as a general partner and a 34% interest as a
limited partner, and UKIC receiving a 65% interest as a limited partner.
After the initial transfers to UKLP, UKI will transfer its 34% limited
partnership interest in UKLP to UKIC.
2. Effective Date. UKI and UKLP agree that the amendment made hereby
shall be deemed effective as of February 26, 1996.
IN WITNESS WHEREOF, UKI and UKLP have caused this Amendment to Assignment
and Assumption Agreement to be executed this the ___ day of September, 1996.
37
UNITED KNITTING, INC.
By:
--------------------------------
Title:
-----------------------------
UNITED KNITTING LIMITED
PARTNERSHIP, I
By: United Knitting Inc., General
Partner
By:
--------------------------------
Title:
-----------------------------
2
38
STATE OF )
------------------
COUNTY OF )
-----------------
Personally appeared before me, ________________________, a Notary Public,
________________________, with whom I am personally acquainted, who
acknowledged that ____________ executed the within instrument for the purposes
therein contained, and who further acknowledged that ____________ is the
________________________ of UNITED KNITTING INC., a corporation, and is
authorized by the corporation to execute this instrument on behalf of the
corporation.
WITNESS my hand, at office, this ____________ day of ____________, 1996.
-------------------------------
Notary Public
My Commission Expires:
- -------------------------
STATE OF )
------------------
COUNTY OF )
-----------------
Personally appeared before me, ________________________, a Notary Public,
________________________, with whom I am personally acquainted, who
acknowledged that ____________ executed the within instrument for the purposes
therein contained, and who further acknowledged that ____________ is the
________________________ of UNITED KNITTING INC., the general partner of UNITED
KNITTING LIMITED PARTNERSHIP, I, and is authorized by the corporation to
execute this instrument on behalf of the corporation.
WITNESS my hand, at office, this ____________ day of ____________, 1996.
-------------------------------
Notary Public
My Commission Expires:
- -------------------------
3
39
THIS INSTRUMENT PREPARED BY:
BASS, BERRY & SIMS PLC
2700 First American Center
Nashville, Tennessee 37238
AMENDMENT TO
ASSIGNMENT AND BILL OF SALE
WHEREAS, UKIC, Inc., a Delaware corporation (the "Company"), executed an
Assignment and Bill of Sale (the "Original Assignment") dated April 10, 1996,
effective as of the 26th day of February, 1996 in favor of United Knitting
Limited Partnership, I (the "Partnership"); and
WHEREAS, the Company and the Partnership desire to amend the Original
Assignment as set forth herein nunc pro tunc, and that such amendment be deemed
effective as of the 26th day of February, 1996;
NOW, THEREFORE, for and in consideration of $10 and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Partnership, intending to be legally bound,
agree that the Original Assignment shall be amended and restated as follows:
1. Amendment. The Partnership and the Company agree that Schedule A to
the Original Assignment shall be deleted in its entirety and that Schedule A
attached hereto shall be substituted therefor.
2. Effective Date. The Partnership and the Company agree that the
amendment made hereby shall be deemed effective as of February 26, 1996.
IN WITNESS WHEREOF, the Company and the Partnership have caused this
instrument to be executed this the __ day of September, 1996.
UKIC, INC.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
UNITED KNITTING LIMITED PARTNERSHIP, I
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
40
STATE OF )
-------------------
COUNTY OF )
------------------
Personally appeared before me, the undersigned, a Notary Public, ________,
with whom I am personally acquainted, and who acknowledged that he executed the
within instrument for the purposes therein contained, and who further
acknowledged that he is the _____ of UKIC, Inc., a Delaware corporation, and is
authorized by the corporation to execute this instrument on behalf of the
corporation.
WITNESS my hand, at office, this ___ day of September, 1996.
----------------------
Notary Public
My Commission Expires:
- ----------------------
STATE OF )
-------------------
COUNTY OF )
------------------
Personally appeared before me, ________________________, a Notary Public,
________________________, with whom I am personally acquainted, who
acknowledged that ____________ executed the within instrument for the purposes
therein contained, and who further acknowledged that ____________ is the
________________________ of UNITED KNITTING INC., the general partner of UNITED
KNITTING LIMITED PARTNERSHIP, I, and is authorized by the corporation to
execute this instrument on behalf of the corporation.
WITNESS my hand, at office, this ____________ day of ____________, 1996.
----------------------
Notary Public
My Commission Expires:
- ----------------------
41
SCHEDULE A
Accounts receivable with a value of $6,219,954 and inventories and
supplies with a value of $4,178,121.
42
THIS INSTRUMENT PREPARED BY:
BASS, BERRY & SIMS PLC
2700 First American Center
Nashville, Tennessee 37238
AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP
OF UNITED KNITTING LIMITED PARTNERSHIP, I
WHEREAS, United Knitting, Inc., a Tennessee corporation, as general
partner (the "General Partner"), and the limited partners listed on Annex A
hereto (the "Limited Partners" and individually a "Limited Partner")(the
General Partner and any Limited Partner are referred to herein collectively as
the "Partners") executed an Agreement of Limited Partnership of United
Knitting Limited Partnership, I effective February 26, 1996 (the "Original
Partnership Agreement"); and
WHEREAS, the Partners desire to amend and restate such Original
Partnership Agreement nunc pro tunc, to reflect the terms and conditions
contained herein; and
WHEREAS, the Partners desire that the effective date of this Amended and
Restated Agreement shall be February 26, 1996;
NOW, THEREFORE, for and in consideration of $10 and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Partners, intending to be legally bound, agree that the
Original Partnership Agreement shall be amended and restated as follows:
1. Amendments. (a) The Partnership and the Company agree that Section
4.3 to the Original Partnership Agreement shall be deleted in its entirety and
that the following shall be substituted therefor:
4.3 Transfer of Interests. Except for the transfer of the
thirty-four percent (34%) Limited Partnership Interest held by the
General Partner to UKIC, Inc., no Partnership Interest of a Partner shall
be transferred, in whole or in part, nor may any purported transferee of
any Partnership Interest of a Partner be admitted as a substitute Partner.
No Partnership Interest of a General Partner shall be transferred, in
whole or in part, or any purported transferee of a General Partner be
admitted as a substitute General Partner. The term "transfer," when used
in this Agreement with respect to a Partnership Interest, includes a sale,
assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange
or any other disposition.
(b) The Partnership and the Company agree that Annex A to the Original
Partnership Agreement shall be deleted in its entirety and that Annex A
attached hereto shall be substituted therefor; and
43
that Annex B to the Original Partnership Agreement shall be deleted in its
entirety and that Annex B attached hereto shall be substituted therefore.
2. Effective Date. The Partnership and the Company agree that the
amendment made hereby shall be deemed effective as of February 26, 1996.
3. No Other Changes. The Partners agree that, except for the amendments
made hereby, the Original Partnership Agreement shall continue in full force
and effect.
THIS AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP (this "Agreement") was
executed by the Partners, this the __ day of September, 1996.
GENERAL PARTNER
UNITED KNITTING, INC.
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
LIMITED PARTNERS
UKIC, INC.
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
44
ANNEX A
PARTNERS AND PERCENTAGE INTERESTS
Percentage
Partner Interest
------- --------
United Knitting, Inc., 1.0%
as General Partner
United Knitting, Inc., 34.0%
as a Limited Partner
UKIC, Inc.,
as a Limited Partner 65.0%
-----
Total 100.0%
45
ANNEX B
CAPITAL CONTRIBUTIONS BY PARTNERS
Partner Initial Contribution
------- --------------------
United Knitting, Inc., The assets set forth on
as General Partner Schedule B attached hereto
and Limited Partner
UKIC, Inc. Accounts receivable valued at
as Limited Partner $6,219,954; Inventories and supplies
valued at $4,178,121