Exhibit 10.2
[EQUITY COMMITMENT AGREEMENT]
June 23, 2005
WS Textile Co., Inc.
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
Ladies and Gentlemen:
We refer to the Asset Purchase Agreement dated June 23, 2005 (the
"APA") among WS Textile Co., Inc., New Textile One, Inc., New Textile Two, Inc.,
Textile Co., Inc., WestPoint ▇▇▇▇▇▇▇ Inc., WestPoint ▇▇▇▇▇▇▇ Inc. I, WestPoint
▇▇▇▇▇▇▇ Stores Inc., and ▇.▇. ▇▇▇▇▇▇▇ Enterprises Inc. All capitalized terms
used and not otherwise defined herein shall have the meanings as defined in the
APA.
1. Textile Holding, LLC, a wholly owned subsidiary of American Real
Estate Holdings Limited Partnership (AREH") hereby advises you of its commitment
to purchase 5,250,000 shares of Parent Common Stock for a purchase price of One
Hundred Eighty-Seven Million ($187,000,000) Dollars (to which the Deposit shall
be applied). The commitment to purchase the Parent Common Stock is subject to,
and shall occur simultaneously with, the Closing under the Agreement.
2. Aretex hereby advises you of its commitment to exercise (or to
cause its Affiliates to acquire and exercise) all Subscription Rights delivered
to it at the Closing promptly after receipt thereof.
3. Textile Holding LLC further advises you of its commitment to make
available to Parent on the Closing Date a revolving facility in an amount equal
to the difference between One Hundred Twenty Five Million ($125,000,000) Dollars
and the aggregate Exercise Price payable pursuant to paragraph 2. above (the
"Loan"). The Loan shall bear no interest, have no coverage requirements and
shall be secured by the proceeds of the Exercise Price payable by holders of
Subscription Rights, other than pursuant to paragraph 2 above. The proceeds of
the Exercise Price received from time to time by Parent upon the exercise of
Subscription Rights, other than pursuant to paragraph 2 above, shall be applied
to mandatory repayments of the Loan and the commitment thereunder shall be
reduced by such amount. Any balance of the Loan outstanding on the first
anniversary of the Closing Date shall be paid in full. The commitment to make
the Loan is subject to, and shall occur simultaneously with, the Closing under
the Agreement.
4. AREH hereby advises you of it commitment to make a capital
contribution or loan to Textile Holding, LLC, Aretex and its Affiliates
necessary to provide the funds to satisfy the commitments set forth in
paragraphs 1., 2. and 3. above.
Textile Holding, LLC, Aretex and AREH acknowledge that the Company is
an express third party beneficiary of the commitments set forth in paragraphs 1,
2, 3 and 4 hereof, with rights to enforce the provisions of paragraphs 1, 2, 3
and 4 of this commitment letter as if it were a party hereto.
This commitment letter may not be amended or waived except by an
instrument signed by all of the parties hereto. This commitment letter shall be
governed by and construed in accordance with the laws of the State of New York
without regard to it's conflicts of laws provisions.
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If the foregoing accurately reflects our agreement, please indicate
your acceptance of the terms hereof by returning to us an executed counterpart
hereof.
Very truly yours,
Textile Holding LLC
By: American Real Estate Holdings Limited
Partnership, its member
By: American Property Investors, Inc.,
general partner
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇, President
American Real Estate Holdings
Limited Partnership
By: American Property Investors, Inc.,
general partner
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇, President
Aretex LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Vice President
Accepted and Agreed to as
of the date first written above by:
WS Textile Co., Inc.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇, President
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