**Exhibit10.24.1**

 

**AMENDMENT AND RESTATEMENT OF**

**YARN PURCHASE AGREEMENT**

 

This Yarn Purchase Agreement entered into as of January 1, 1999, and as amended December 31, 2001, between Parkdale America, LLC, ParkdaleMills, Incorporated, and Magnolia Manufacturing Co. Inc., hereinafter referred to as “Parkdale” and Cone Mills Corporation, hereinafter referred to as “Cone” is, effective as of February 15, 2002 hereby amended and restated asfollows: 

 

Parkdale agrees to sell and Cone agreesto purchase yarns meeting the specifications spelled out in attached Schedule A beginning April 1, 1999 and continuing through December 31, 2007. 

 

IT IS AGREED: 

 

 

Cone’s projected weekly requirements for each of the yarn counts are stated in Schedule A for karded cotton ringspun. Parkdale agreesto supply up to these quantities at the conversion prices set forth in Schedule A plus any additional requirements at those prices. Actual weekly shipments will be coordinated by the schedulers for the parties. Cone agrees to purchase from Parkdaleall requirements for these yarns in excess of internal production. Cone is not required to order any minimum amount of yarn while this agreement remains in effect. 

 

Should Cone’s requirements increase significantly over projections stated in Schedule A or should Conedesire additional denim yarns in excess of its internal production at the expiration of its other outside denim yarn contracts, Parkdale shall have a right of first refusal for all such additional denim yarns that it is willing to supply atcompetitive prices and quality in the quantity desired. Notwithstanding the above, the parties agree that nothing contained herein prevents Cone from entering into a joint venture outside the United States which manufactures these yarns. However,should Cone invest in such a joint venture it will not use its production of these yarns in the manufacture of denim in the United States unless Cone own 50% or more of the joint venture so as to make the joint venture the equivalent of internalcapacity. Moreover, the parties agree that nothing contained herein prevents Cone from otherwise increasing its internal yarn capacity for these yarns. Should Cone decide to build a new plant to increase such capacity, it will give Parkdale writtennotice of a least one year prior to the expected completion date. In addition, the parties agree that nothing contained herein prevents Cone from contracting with third parties for the purchase of fabric containing karded cotton ringspun yarnwithout regard to the yarn source or from contracting with third parties to weave fabric containing karded cotton ringspun yarn supplied to Cone or assigned by Cone pursuant to this agreement. 

 

Cone will provide Parkdale with a rolling three monthsprojection of yarn requirements covered by this agreement. The parties agree that such projections are good faith estimates only and actual requirements may vary significantly from the projections. Therefore, nothing in this agreement constitutes a“take or pay” obligation on the part of Cone. 

 
2. Prices. 
 

Yarn prices per pound shall be determined as follows: 

 
 • Cost of cotton content is based upon cotton price as fixed by Cone plus no basis points times waste factor as stated in Schedule A. 
 
 • Conversion costs as listed in Schedule A. 
 
3. Cotton Price Fixations and Reimbursement Payments. 
 

Parkdale is responsible for purchasing the cotton. Cone is responsible for fixing the cotton price. 

 

3.A    All fixations orders and executionsof orders must be confirmed in writing. Cone will provide fixation orders by contract months that are currently being traded and in multiples of 100 bales as outlined in Schedule B. 

 

3.B    In the event that the cotton content of the yarn deliveries are less than thenumber of bales fixed for the quarter, the excess cotton fixation can be rolled forward for one month. If the excess is not consumed after one month, Cone agrees to pay carrying charges at the market rate until the excess fixations are consumed. Ifthe cotton content of the yarn deliveries is greater than the bales fixed for the quarter, cotton fixation can be rolled back from the upcoming quarter, or cotton can be purchased at market to cover the shortage at Cone’s option. 

 

3.C.    Should Cone fail to exercise itsright to fix the price as contemplated by paragraph 3.A above, Parkdale has the right to fix the cotton price for the coming quarter’s yarn requirements. 

 

3.D    The individual responsible for price fixation orders and executions shall be Marvin Woolen or as otherwisedesignated in writing by Cone. 

 

3.E    Parkdale agrees to provide a status report each week of yarn deliveries against cotton price fixations. 

 

3.F    With respect to any cotton rebate or reimbursement program, such as the Step 2 program, which may be or becomein effect during this agreement, the parties agree as follows; Cone shall receive the benefit based on the pounds of cotton opened necessary to supply the yarn purchased by Cone pursuant to this agreement. Each month Parkdale will send Cone a reportdetailing the net pounds of cotton eligible for payment reimbursement. Net pounds will be calculated by subtracting returned pounds from shipped pounds. The net pounds will then be multiplied by the reimbursement payment to determine the totalamount payable to Cone each week. Within ten (10) days of the end of each quarter, Parkdale will write Cone a check reimbursing the total payment reimbursement for the quarter. Should any cotton rebate or reimbursement program be in effect for whichthis calculation and reimbursement to Cone is not workable, then the parties agree that a procedure will be developed to assure that Cone shall receive an economic benefit as close to what would be realized under this paragraph as possible.

 
4. Term. 
 

Unless terminated sooner upon the mutual agreement of the parties, this agreement shall remain in effect until December 31, 2007, andshall continue for successive renewal terms of one calendar year each thereafter, unless at least one year in advance of the commencement of the renewal term a party gives notice to the other party of its election to terminate the agreement.

 
5. Assignment. 
 

None of the rights or obligations under this agreement shall be assigned or deleted without the express written consent of each party,which consent shall not be unreasonably withheld. Notwithstanding this, Cone shall have the right to assign all or a portion of the entitlements under this agreement to a third party greige weaver who will produce fabric for the account of Cone. Anysuch third party would be required to agree to abide by the confidentiality provisions of paragraph 15 below, and Cone and Parkdale will otherwise develop a mutually agreeable procedure to protect the confidential nature of this transaction.

 
6. Specifications. 
 

Any changes in specifications of the yarn counts covered in Schedule A that result in an increase or decrease in Parkdale’smanufacturing costs must be mutually agreed to in writing upon before commencement of manufacture. These changes will also be reflected in the yarn prices. 

 
7. Payment. 
 

All invoices are payable net cash thirty (30) days in U.S. dollars. Terms are F.O.B. Parkdale’s Hillsville, Virginia plant unlessotherwise mutually agreed to by the parties. 

 
8. Cover Option. 
 

Should Parkdale for any reason be unable to fulfill the conditions of this contract, Parkdale will be responsible for purchasing yarn froma reliable supplier and delivering such yarn to Cone under the terms and conditions of this contract. Parkdale shall notify Cone thirty (30) days in advance should this become necessary. 

 
9. Warranty. 
 

Parkdale warrants that the yarn supplied hereunder shall conform to the specifications set forth in Schedule A. These specifications maybe changed from time to time upon agreement in writing between the parties. In addition, yarn supplied hereunder will meet the requirements of Levi Strauss. Parkdale further represents and warrants that it shall pass good title to the yarn, free andclear of any liens, security interests, claims or other encumbrances, to Cone and the yarn shall be free from defects of material and workmanship. With respect to any defects in the yarn used by Cone, Cone shall be entitled to damages in an amountnecessary to make Cone whole limited to Cone’s cost excluding profits. Parkdale further represents and warrants that the use or 

 

sale of the yarn deliveredhereunder will not infringe the claims of any United States patent covering the yarn. Parkdale further represents and warrants that all yarn delivered hereunder is or will be produced in compliance with requirements of the Fair Labor Standards Actof 1938 as amended. 

 
10. Inspection and Rejection. 
 

Cone will notify Parkdale as soon as possible if yarn deliveries vary from the specifications contained herein. All non-conforming yarnswill be returned to Parkdale. 

 
11. Inventory Availability. 
 

Parkdale agrees to maintain an inventory of each of the yarns covered by this contract equal to three (3) days requirements. 

 
12. Packaging. 
 

Yarn shall be delivered on pallets. All packaging materials will be returned to Parkdale at their expense. Yarn performance data willaccompany each shipment. 

 
13. Additions or Deletions of Yarn Counts. 
 

Cone may elect to discontinue a given yarn count or to add a yarn count to this contract. However, negotiations on waste factors andconversion costs must be mutually agreed upon prior to adding a yarn count. All such changes will be reflected on a revised Schedule A. 

 
14. Governing Law. 
 

This agreement has been executed in the State of North Carolina and the parties agree that the rights and obligations of the parties shallbe governed by North Carolina law. 

 
15. Confidentiality. 
 

Neither Parkdale nor Cone shall use or disclose to any third party (other than any assignee by Cone permitted under paragraph 5 above) anyinformation related to this agreement or the transactions contemplated hereby, except as is required to be disclosed by applicable law or becomes generally available to the public other than through a breach of this agreement, or for transactionsspecifically contemplated by this agreement. 

 

Each of theparties hereto has caused this Agreement to be executed by its appropriate officer as of the day and year first above written. 

 

PARKDALE AMERICA LLC
   
CONE MILLS CORPORATION

By:
 
/s/    Daniel E.Nation        
   
By:
 
/s/    Michael J. Whisenant        
  
                                  Daniel E. Nation

                                  Parkdale Mills,Inc.

                                  Magnolia ManufacturingCompany, Inc.
   
Michael J. Whisenant