REGISTRATION
RIGHTS AGREEMENT

     

    among

     

    WESTPOINT
INTERNATIONAL, INC.

     

    and

     

    THE
INVESTORS PARTY HERETO

     

    Dated as
of December  2006



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

     

    
      
        	 
      	 
      	
                Page

              
	
                ARTICLE
      I  DEFINITIONS

              	
                1

              
	 
      	 
      	 
      
	
                Section
      1.1.

              	
                Definitions

              	
                1

              
	 
      	 
      	 
      
	
                ARTICLE
      II  REGISTRATION AND RELATED RIGHTS

              	
                2

              
	 
      	 
      	 
      
	
                Section
      2.1.

              	
                Piggyback
      Registration.

              	
                2

              
	
                Section
      2.2.

              	
                Registration
      Procedures

              	
                3

              
	
                Section
      2.3.

              	
                Registration
      Expenses

              	
                5

              
	
                Section
      2.4.

              	
                Participation
      in Registration

              	
                5

              
	
                Section
      2.5.

              	
                Specific
      Performance

              	
                5

              
	 
      	 
      	 
      
	
                ARTICLE
      III  PUBLIC FILINGS

              	
                6

              
	 
      	 
      
	
                ARTICLE
      IV  INDEMNIFICATION AND CONTRIBUTION

              	
                6

              
	 
      	 
      	 
      
	
                Section
      4.1.

              	
                Indemnification
      by the Company

              	
                6

              
	
                Section
      4.2.

              	
                Indemnification
      by Investors

              	
                6

              
	
                Section
      4.3.

              	
                Conduct
      of Indemnification Proceedings

              	
                7

              
	
                Section
      4.4.

              	
                Contribution

              	
                7

              
	 
      	 
      	 
      
	
                ARTICLE
      V  MISCELLANEOUS

              	
                8

              
	 
      	 
      	 
      
	
                Section
      5.1.

              	
                Notices

              	
                8

              
	
                Section
      5.2.

              	
                Additional
      Parties

              	
                8

              
	
                Section
      5.3.

              	
                Amendments
      and Waivers

              	
                8

              
	
                Section
      5.4.

              	
                Successors
      and Assigns

              	
                8

              
	
                Section
      5.5.

              	
                Captions

              	
                9

              
	
                Section
      5.6.

              	
                Counterpart

              	
                9

              
	
                Section
      5.7.

              	
                Governing
      Laws; Venue

              	
                9

              
	
                Section
      5.8.

              	
                Severability

              	
                9

              
	
                Section
      5.9.

              	
                Representations
      and Warranties

              	
                9

              
	
                Section
      5.10.

              	
                Legend

              	
                9

              
	
                Section
      5.11.

              	
                Entire
      Agreement

              	
                10

              


      

    


    
      
         


      

      
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    REGISTRATION RIGHTS
AGREEMENT

     

    REGISTRATION
RIGHTS AGREEMENT, dated as December __, 2006 (this “Agreement”), by and
among WestPoint International, Inc., a Delaware corporation (the “Company”), and the
parties identified as “Investors” on the
signature pages hereof and any parties identified on the signature pages of any
joinder agreements executed and delivered pursuant to Section 5.2 of this
Agreement.

     

    WHEREAS,
the Debtors and the Investors desire to provide for certain matters relating to
the rights of the Investors in respect of their ownership of Shares (as defined
below);

     

    IN
CONSIDERATION of the foregoing and of their mutual covenants set forth in this
Agreement, the parties hereby agree as follows:

     

    ARTICLE
I

     

    DEFINITIONS

     

    Section
1.1.  Definitions.  The
following terms, as used herein, have the following meanings:

     

    “Affiliate” means,
with respect to any Person, any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such
Person.  For purposes of this definition, “control” when used with
respect to any Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.

     

    “Advice” shall have
the meaning set forth in Section 2.2 of this Agreement.

     

    “Agreement” shall have
the meaning as set forth in the Preamble of this Agreement.

     

    “Commission” means the
United States Securities and Exchange Commission.

     

    “Common Stock” means
the common stock, par value $0.01 per share, of the Company.

     

    “Company” shall have
the meaning as set forth in the Preamble of this Agreement.

     

    “Exchange Act” means
the Securities Exchange Act of 1934, as amended, or any successor statute, and
the rules and regulations of the Commission promulgated thereunder.

     

    “Investors” shall have
the meaning as set forth in the Preamble and shall include any permitted
transferees of such Investors that become a party by executing a joinder
agreement to this Agreement; provided, however, that no
Person shall become an Investor solely as a result of an acquisition of Shares
(or rights or warrants to subscribe for or otherwise purchase such Shares) from
an Investor in a transaction pursuant to a registration statement under the
Securities Act or pursuant to Rule 144 (or any similar provision then in force)
under the Securities Act.  Any Person shall cease to be an Investor at
such time as he no longer holds any Registrable Securities (assuming conversion
of all Preferred Stock held by such Person).

     

    “Losses” shall have
the meaning set forth in Section 4.1 of this Agreement.

     

    “NASD” means the
meaning as set forth in Section 2.2(g) of this Agreement.


    
      
         


      

      
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    “Person” means an
individual, a corporation, a limited liability company, a partnership, an
association, a trust or any other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.

     

    “Piggyback
Registration” shall have the meaning as set forth in Section 2.1(a) of
this Agreement.

     

    “Preferred Stock”
means the Series A-1 Preferred Stock and the Series A-2 Preferred
Stock.

     

    “Registrable
Securities” means any Common Stock held by an Investor and any Common
Stock issuable upon conversion of any Preferred Stock held by an
Investor.  As to any particular Registrable Securities, such
securities will cease to be Registrable Securities when (i) a registration
statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been sold,
transferred, disposed of or exchanged in accordance with such registration
statement, (ii) such securities have been transferred to a Person to whom the
rights under this Agreement are not assigned in accordance with this Agreement,
(iii) such securities are sold or transferred in accordance with the provisions
of Rule 144 under the Securities Act or (iv) all of the Registrable Securities
held by the Investor are immediately salable under Rule 144 under the Securities
Act in a single transaction.1

     

    “Registration and
Registrations” shall have the meanings as set forth in Section 2.2 of
this Agreement.

     

    “Securities Act” means
the Securities Act of 1933, as amended, or any successor statute, and the rules
and regulations of the Commission promulgated thereunder.

     

    “Series A-1 Preferred
Stock” means the Series A-1 Preferred Stock, par value $0.01 per share,
of the Company from time to time amended, modified, authorized or
issued.

     

    “Series A-2 Preferred
Stock” means the Series A-1 Preferred Stock, par value $0.01 per share,
of the Company from time to time amended, modified, authorized or
issued.

     

    “Shares” means shares
of Common Stock and Preferred Stock.

     

    ARTICLE
II

     

    REGISTRATION
AND RELATED RIGHTS

     

    Section
2.1.  Piggyback
Registration.

     

    (a)           Right to
Piggyback.  If at any time, the Company proposes to register
any of its Common Stock under the Securities Act in connection with the offering
of such Common Stock (except pursuant to a registration statement filed on Form
S-4 or on Form S-8 or such other forms as shall be prescribed under the
Securities Act for the same purposes) whether or not for sale for its own
account (a “Piggyback
Registration”), the Company shall provide written notice to each Investor
of its intention to do so at least 30 days prior to the anticipated filing
date.  Upon the written request of any Investor given within 20 days
after the providing of any such notice by the Company, the Company shall cause
to be registered under the Securities Act all of the Registrable Securities held
by such Investor that have been so requested to be registered, subject to the
provisions of subsection 2.1(c) and Section 2.2.

         

    
      
        
          

        


        1
For the avoidance of doubt, in order to effect the registration of
Common Stock issuable upon conversion of any Preferred Stock pursuant to this
Agreement, an Investor would have to convert shares of Preferred Stock into such
shares of Common Stock prior to the effective date of the registration statement
relating to the Registration.

      

    


    
      
         


      

      
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    (b)           Selection of
Underwriters.  If the Company in its sole discretion decides a
Piggyback Registration shall be underwritten, the Company shall have sole
discretion in the selection of any underwriter or underwriters to manage such
Piggyback Registration.

     

    (c)           Priority on Piggyback
Registrations.  If the managing underwriter or underwriters of
a Piggyback Registration advises or advise the Company in writing that in its or
their opinion the number of Registrable Securities proposed to be sold in such
Piggyback Registration exceeds the number which can be sold, or adversely
affects the price at which the securities are to be sold in such offering (other
than in de minimis amounts), the Company will include in such registration only
the number of Registrable Securities which, in the opinion of such underwriter
or underwriters, can be sold in such offering and which will not adversely
affect the price thereof (other than in de minimis amounts).  In the
event that the contemplated distribution does not involve an underwritten
offering, the determination that the inclusion of such Registrable Securities
shall adversely affect the price or the number of securities which may be sold
by the Company in such offering (other than in de minimis amounts) may be made
by the Company in its reasonable good faith discretion.  The
Registrable Securities so included in such Piggyback Registration shall be
apportioned (i) first, to any shares of Common Stock that the Company or any
holder of equity securities having demand registration rights proposes to sell
and (ii) second, pro rata among any shares
of Registrable Securities that any Investors or other holders propose to sell,
according to the total amount of Registrable Securities requested for inclusion
by said Investors and other holders of Company securities with similar piggyback
registration rights, or in such other proportions as shall mutually be agreed to
among such Investors.

     

    (d)           Withdrawal by the
Company.  If, at any time after giving written notice of its
intention to register any of its securities as set forth herein and prior to the
effect of a registration statement filed in connection with such Registration,
the Company’s Board of Directors shall determine in its good faith judgment for
any reason not to register securities, the Company may, at its election, give
written notice of such determination to each Investor and thereupon shall be
relieved of its obligation to register any Registrable Securities in connection
with such registration (but not from its obligation to pay the registration
expenses in connection therewith as provided herein).

     

    Section
2.2.  Registration
Procedures.  It shall be a condition precedent to the
obligations of the Company and any underwriter or underwriters to take any
action pursuant to this Article II that the Investors requesting inclusion
in any Piggyback Registration (each, a “Registration,” and
collectively, the “Registrations”) shall
furnish to the Company such information regarding them, the Registrable
Securities held by them, the intended method of disposition of such Registrable
Securities, and such agreements regarding indemnification, disposition of such
securities and the other matters referred to in this Article II as the
Company shall reasonably request and as shall be required in connection with the
action to be taken by the Company.  With respect to any request by an
Investor for Registration that includes Registrable Securities held by an
Investor, the Company shall, subject to the provisions of this Section 2.2,
as expeditiously as practicable:

     

    (a)           prepare
and file with the Commission a registration statement on the appropriate form
prescribed by the Commission and use its reasonable best efforts to cause such
registration statement to become effective;

     

    (b)           immediately
notify each Investor participating in the Registration and, if applicable, any
underwriter or underwriters of the Registrable Securities covered by the
Registration of any stop order threatened or issued by the Commission and take
all actions reasonably required to prevent the entry of a stop order or if
entered to have it rescinded or otherwise removed;


    
      
         


      

      
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    (c)           notify
each Investor, of the effectiveness of each registration statement filed
hereunder and prepare and file with the Commission such amendments,
post-effective amendments and supplements to such registration statement, and
any documents required to be incorporated by reference therein, as may be
necessary to keep the registration statement effective until the distribution of
Registrable Securities shall have been completed or until the expiration of 90
days (or such longer period as the Company may decide) after the effective date,
whichever is earlier; cause the prospectus to be supplemented by any required
prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424
under the Securities Act (or any successor rule); and comply with the provisions
of the Securities Act applicable to it with respect to the disposition of all
Registrable Securities covered by such registration statement during the
applicable period in accordance with the intended methods of disposition by the
sellers thereof set forth in such registration statement or supplement to the
prospectus;

     

    (d)           furnish
to the Investors participating in the Registration and, if applicable, to the
underwriter or underwriters of the Registrable Securities covered by the
Registration such number of copies of the registration statement and any
post-effective amendment thereto, the prospectus (including each preliminary
prospectus and any amendments or supplements thereto), any exhibits or documents
incorporated by reference in the foregoing items and such other documents as
such Investors or underwriter or underwriters, if any, may reasonably request in
order to facilitate the disposition of the securities being sold by the
Investors;

     

    (e)           on
or prior to the date on which the registration statement is declared effective,
use its reasonable best efforts to register or qualify, and cooperate with the
Investors, the underwriter or underwriters, if any, and their counsel in
connection with the registration or qualification of the Registrable Securities
covered by the registration statement for offer and sale under the securities or
blue sky laws of each state and other jurisdiction of the United States as such
Investors or managing underwriter or underwriters, if any, may reasonably
request (considering the nature or size of the offering and the expense and time
involved in such qualification or registration), and to do any and all other
reasonable acts or things which may be necessary or advisable to enable the
disposition in all such jurisdictions of the Registrable Securities covered by
the applicable registration statement; provided, however, that the
Company shall not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified or to take any action which would
subject it to general service of process or to taxation in any such jurisdiction
where it is not then so subject;

     

    (f)    
       notify each Investor participating in
the Registration and, if applicable, the underwriter or underwriters of the
Registrable Securities covered by the Registration, at any time when a
prospectus is required to be delivered under the Securities Act, of any event as
a result of which the prospectus or any document incorporated therein by
reference contains an untrue statement of a material fact or omits to state any
material fact necessary to make the statements therein not misleading in light
of the circumstances under which such statements were made, and prepare a
supplement or amendment to the prospectus or any such document incorporated
therein so that thereafter the prospectus will not contain an untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein not misleading in light of the circumstances under which such
statements were made;

     

    (g)           use
its reasonable best efforts to cause the Registrable Securities covered by the
registration statement to be registered with or approved by such governmental
agencies or authorities within the United States, including, without limitation,
the National Association of Securities Dealers, Inc. (the “NASD”), as may be
necessary to enable the seller or sellers thereof or the underwriter or
underwriters, if any, to consummate the disposition of such Registrable
Securities;

     

    (h)           use
its reasonable best efforts to cause the Registrable Securities covered by the
registration statement to be listed or quoted (as the case may be) on any
national securities exchange or automated quotation system on which any Common
Stock is listed or quoted, and to provide a transfer agent and registrar for
such securities covered by such registration statement no later than the
effective date of such registration statement;

     

    (i)        
   enter into such customary agreements (including an
underwriting agreement in customary form) reasonably satisfactory to the Company
and take all other actions in connection with those agreements as the Investors
participating in the Registration and, if applicable, the underwriter or
underwriters of the Registrable Securities covered by the Registration,
reasonably request to expedite or facilitate the disposition of the Registrable
Securities;


    
      
         


      

      
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    (j)     
      give the Investors who hold Registrable
Securities registered under such registration statement, the underwriter or
underwriters, if any, and their respective counsel and accountants, the timely
and reasonable opportunity to participate in the preparation by reviewing and
commenting on such registration statement, each prospectus included therein or
filed with the Commission and each amendment or supplement to the foregoing
items, and give each of them such access to its books and records and such
opportunities to discuss the business of the Company with its officers and the
independent public accountants who have certified its financial statements as
shall be reasonably necessary or advisable, in the opinion of each of such
Investors and such underwriters’ respective counsel, to conduct appropriate due
diligence as contemplated by the Securities Act;

     

    (k)           use
its reasonable best efforts to provide to the underwriters, if any, with legal
opinions and “cold comfort” letters in customary form and substance as the
underwriter or underwriters of the Registrable Securities covered by the
Registration reasonably request; and

     

    (l)    
       use its reasonable best efforts to
comply with all applicable rules and regulations of the Commission, and make
available to its security holders, as soon as reasonably practicable, an
earnings statement complying with the provisions of Section 11(a) of the
Securities Act and covering the period of at least twelve months, beginning with
the first fiscal quarter beginning after the effective date of the registration
statement.

     

    The
Investors, upon receipt of any notice from the Company that the prospectus
prepared pursuant to the terms hereof contains an untrue statement of a material
fact or omits to state a material fact necessary to make the statements therein
not misleading, will forthwith discontinue disposition of the Registrable
Securities until the Investors receive copies of a supplemented or amended
prospectus or until they are advised in writing (the “Advice”) by the
Company that the use of the prospectus may be resumed, and have received copies
of any supplemented or amended prospectus, and, if so directed by the Company,
each Investor shall, or shall request the managing underwriter or underwriters,
if any to, deliver to the Company all copies, other than permanent file copies
then in such Investor’s possession, of the prospectus covering such Registrable
Securities current at the time of receipt of such notice.  In the
event the Company shall give any such notice, the time periods mentioned in
subsection (c) of this Section 2.2 shall be extended by the number of days
during the period from and including any date of the giving of such notice to
and including the date when each Investor covered by such registration statement
shall have received the copies of the supplemented or amended prospectus
contemplated by the immediately preceding sentence or the Advice.

     

    Section
2.3.  Registration
Expenses.  Except where this Agreement specifies otherwise, in
the case of any Registration, the Company shall bear all reasonable expenses in
connection with its obligations in connection therewith, including the expenses
of preparing any registration statement, commission and state “blue sky” filing,
registration and qualification fees and expenses (including reasonable fees and
reasonable expenses of counsel in connection with blue sky surveys), fees and
expenses associated with filings required to be made with the NASD, fees and
expenses of counsel for the Company, reasonable fees and reasonable expenses of
one firm of counsel for all the Investors and of one firm of independent public
accountants (including the reasonable cost of providing any legal opinions or
“cold comfort” letters), and all printing costs and reasonable expenses; provided, however, that the
Company shall not be responsible for the underwriting discounts and commissions
or placement fees of underwriters directly attributable to the Registrable
Securities included in such Registration.

     

    Section
2.4.  Participation in
Registration.  No Investor may participate in any Registration
hereunder unless such Investor (a) agrees to sell its securities on the basis
provided in any underwriting arrangements approved by the Company and (b)
completes and executes all questionnaires, powers of attorney, underwriting
agreements, lock-up agreements and other documents reasonably and customarily
required under the terms of such underwriting arrangements.  Nothing
in this Section 2.4 shall be construed to create any additional rights
regarding the registration of Registrable Securities in any Person otherwise
than as set forth in this Article II.

     

    Section
2.5.  Specific
Performance.  The parties agree that the recovery of damages
may not be an adequate remedy for the breach of the covenants of the Company
contained in this Article II and, accordingly, agree that the Investors shall be
entitled to seek specific performance of the obligations contained
herein.


    
      
         


      

      
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    ARTICLE
III

    PUBLIC
FILINGS

     

    With a
view to making available the benefits of certain rules and regulations of the
Commission which may permit the sale of Registrable Securities to the public
without registration, the Company agrees to use its commercially reasonable
efforts, after the Company has become subject to the requirements of the
Exchange Act due to registration of its securities under Section 12 of the
Exchange Act, to:  (a) file with the Commission in a timely manner all
reports and other documents required of the Company under the Exchange Act; and
(b) furnish to any Investor, during the term of this Agreement and after the
Company has been subject to the requirements of the Exchange Act for at least 90
days, forthwith promptly upon request, (i) a written statement by the Company
that it has complied with the current public information and reporting
requirements of Rule 144 under the Securities Act and the Exchange Act to which
it is subject and (ii) a copy of the most recent annual or quarterly report of
the Company and such other reports and documents so filed by the
Company.

     

    ARTICLE
IV

     

    INDEMNIFICATION
AND CONTRIBUTION

     

    Section
4.1.  Indemnification by the
Company.  In connection with any registration statement filed
to effect a Registration pursuant to this Agreement, the Company agrees to
indemnify and hold harmless, to the fullest extent permitted by law, each
Investor that is a holder of Registrable Securities participating in such a
Registration hereunder, its officers, directors, employees, partners and
Affiliates, each underwriter, if any, of such Registrable Securities and each
Person controlling (within the meaning of the Securities Act) such Investor or
underwriter against all losses, claims, damages, liabilities and expenses (as
incurred or suffered and including, but not limited to, any and all expenses
incurred in investigating, preparing or defending any litigation or proceeding,
whether commenced or threatened, or any claim whatsoever) (“Losses”), which arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the registration statement or any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, or by any untrue or alleged untrue
statement of a material fact included in any prospectus forming a part of such
registration statement or preliminary prospectus or final prospectus, or any
amendment or supplement thereof or any omission or alleged omission of a
material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading (except insofar as the
same are caused by or contained in any information furnished in writing to the
Company by such Investor or underwriter or its representative with respect to
such Person expressly for use therein) or any violation by the Company of any
rule or regulation promulgated pursuant to any federal, state or common law rule
or regulation including, without limitation, the Securities Act, applicable to
the Company and relating to action or inaction required of the Company in
connection with any such registration, qualification or
compliance.  Such indemnity shall be effective notwithstanding any
investigation made by or on behalf of any Investor or any such officer,
director, partner, employee, or controlling person and shall survive any
transfer by the same of the Registrable Securities.

     

    Section
4.2.  Indemnification by
Investors.  In connection with any registration statement filed
pursuant to this Agreement to effect a Registration, each Investor that is a
holder of Registrable Securities participating in such Registration agrees,
severally and not jointly, to (and, as a condition precedent to the filing of
such registration statement, the Company may require an undertaking reasonably
satisfactory to it from each such participating Investor and from any
prospective underwriter therefor agreeing to) indemnify, to the fullest extent
permitted by law, the Company, each officer of the Company who signs the
registration statement, each director of the Company and each Person who
controls (within the meaning of the Securities Act) the Company, against any
Losses arising out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in such registration statement or any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading or by any untrue or
alleged untrue statement of a material fact included in any prospectus forming a
part of such registration statement or preliminary prospectus or final
prospectus, or any amendment or supplement thereof or any omission or alleged
omission of a material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading, to the
extent, but only to the extent, that such untrue statement or omission is
contained in any information with respect to such Investor so furnished in
writing to the Company by such Investor or its representative expressly for use
therein; provided, however, that no such
Investor shall be responsible for Losses in excess of the net proceeds to be
received by such Investor from the sale of Registrable Securities covered by the
applicable registration statement.  The Company shall be entitled to
receive indemnities from underwriters, selling brokers, dealer-managers and
similar securities/industry professionals participating in the distribution as
set forth in the customary underwriting agreement or engagement agreements with
respect thereto.


    
      
         


      

      
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    Section
4.3.  Conduct of Indemnification
Proceedings.  Each Person entitled to indemnification hereunder
will (a) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification or contribution pursuant to this
Agreement and (b) permit such indemnifying party to assume the defense of
such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any
Person entitled to indemnification hereunder shall have the right to employ
separate counsel and to participate in the defense of such claim, but the fees
and expenses of such counsel shall be at the expense of such Person unless (x)
the indemnifying party has agreed in writing to pay such fees and expenses, (y)
the indemnifying party shall have failed to assume the defense of such claim or
employ counsel reasonably satisfactory to such Person or (z) in the reasonable
judgment of such Person, based upon advice of its counsel, a conflict of
interest may exist between such Person and the indemnifying party with respect
to such claims (in which case, if the indemnified party notifies the
indemnifying party in writing that it elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such claim on behalf of such Person); provided, further, that an
indemnifying party who is not entitled to, or elects not to, assume the defense
of a claim on behalf of all indemnified parties shall not be obligated to pay
the fees and expenses of more than one counsel (in addition to local counsel)
for all indemnified parties.  If the indemnifying party assumes the
defense, or is not, pursuant to clause (z) above, entitled to assume the
defense, it shall not be subject to any liability for any settlement or
compromise made by the indemnified party without its consent (but such consent
shall not be unreasonably withheld).  No indemnifying party will be
permitted to consent to entry of any judgment or enter into any settlement which
does not include as an unconditional term thereof the giving by the claimant or
plaintiff to the indemnified party of a release from all liability in respect to
such claim or litigation.  In addition, without the consent of the
indemnified party (which consent will not be unreasonably withheld), no
indemnifying party will be permitted to consent to entry of any judgment or
enter into any settlement which provides for any action on the part of the
indemnified party other than the payment of money damages which are to be paid
in full by the indemnifying party.  Likewise, no indemnified party may
enter into any settlement without the consent of the indemnifying
party.  If requested by the indemnifying party, the indemnified party
agrees to cooperate with the indemnifying party and its counsel in contesting
any claim that the indemnifying party elects to contest.

     

    Section
4.4.  Contribution.  If
the indemnification provided for in this Article IV from the indemnifying party
is unavailable to an indemnified party hereunder in respect of any Losses, then
the indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such Losses in such proportion as is appropriate to reflect the relative
benefits received by the indemnifying party, on the one hand, and such
indemnified party, on the other hand, or, if such allocation is not permitted by
applicable law, in such proportion as is appropriate to reflect the relative
benefits received by and fault of the indemnifying party, on the one hand, and
such indemnified party, on the other hand, in connection with the actions which
resulted in such Losses, as well as any other relevant equitable
considerations.  The relative benefit shall be determined by reference
to, among other things, the amount of net proceeds received by each party from
the offering to which such contribution relates.  The relative fault
of such indemnifying party and indemnified party shall be determined by
reference to, among other things, whether any action in question, including any
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact, has been made by, or relates to information
supplied by, such indemnifying party or indemnified party, and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such action.  The amount paid or payable by a party as a
result of the Losses referred to above shall be deemed to include, without
limitation, any legal or other fees, costs or expenses reasonably incurred by
such party in connection with any investigation or
proceeding.  Notwithstanding anything to the contrary in the
foregoing, no Investor shall be responsible for Losses in excess of the net
proceeds to be received by such Investor from the sale of Registrable Securities
covered by such registration statement.


    
      
         


      

      
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    The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 4.4 were determined by pro rata allocation or by
any other method of allocation which does not take into account the equitable
considerations referred to in the immediately preceding paragraph.  No
Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.  The
obligations of the Investors to contribute in this Section 4.4 are several in
proportion to the net proceeds received from the sale of Registrable Securities
by each such Investor and not joint.

     

    ARTICLE
V

     

    MISCELLANEOUS

     

    Section
5.1.  Notices.  All
notices, requests and other communications to any party hereunder shall be in
writing (including facsimile or similar writing) and shall be given to such
party at its address or facsimile number set forth on the signature pages
hereof, or the signature page of any joinder agreement executed and delivered
pursuant to Section 5.2 of this Agreement or such other address or facsimile
number as such party may hereafter specify for the purpose by notice to the
party sending the communication.  Each such notice, request or other
communication shall be effective (a) if given by facsimile, when such facsimile
is transmitted to the facsimile number specified in this Section and receipt is
confirmed, (b) if given by mail, three (3) business days after such
communication is deposited in the mail registered or certified, return receipt
requested, with postage prepaid, addressed as aforesaid, (c) if given by an
overnight delivery service, one (1) business day after such communication is
deposited with a reputable, overnight delivery service, postage or delivery
charges prepaid, addressed as aforesaid, or (d) if given by any other means,
when delivered at the address specified in this Section 5.1.

     

    Section
5.2.  Additional
Parties.  Only Persons (other than the initial signatories
hereto) that execute a joinder agreement in the form of Exhibit A shall be
deemed to be Investors.  Except to the extent limited in any other
joinder agreement, each Person that so becomes an Investor after the date hereof
shall be entitled to all rights and privileges of an Investor as if such
Investor had been an original signatory to this Agreement.

     

    Section
5.3.  Amendments and
Waivers.  Any provision of this Agreement may be amended or
waived if, but only if, such amendment or waiver is in writing and is signed by
the Company and Investors holding Shares that, in the aggregate, represent at
least 75% of the Shares held by Investors, so long as the effect thereof will be
that the consenting Investors will not be treated more favorably than all other
Investors.  Any amendment or waiver effected in accordance with this
Section 5.3 shall be binding upon each Investor, each future Investor and the
Company.  Upon the effectuation of each such amendment or waiver, the
Company shall promptly give written notice thereof to the Investors who have not
previously consented thereto in writing.

     

    Section
5.4.  Successors and
Assigns.  (a) The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that no
assignment of rights of an Investor under this Agreement will be valid unless
made in connection with a contemporaneous transfer of Shares pursuant to which
the Investor is transferring at least the lesser of (i) 25,000 shares of Common
Stock (assuming for purposes of this calculation, the conversion of any
Preferred Stock being transferred) and (ii) the full amount of shares of
Preferred Stock issued to such Investor on the initial issuance date of the
Preferred Stock (not including for purposes of this calculation any shares of
Preferred Stock issued by the Company as payment for dividends pursuant to the
Preferred Stock) (subject in each case for stock splits, combinations,
subdivisions or other similar structural changes to the Shares); provided, further, that upon
any such assignment, the assignee shall comply with Section 5.2
hereof.  The Company may not assign or otherwise transfer any of its
rights or obligations under this Agreement other than in connection with a
transaction contemplated by Section 5.4(b).

     

    (b)           In
the event that the Company shall at any time be party to a transaction or series
of transactions pursuant to which all of the Common Stock shall be exchanged for
equity securities in another entity, the Company agrees that the entity
resulting from, or issuing securities in, such transaction or series of
transactions shall be deemed the successor to the Company under this Agreement
and shall assume all of the Company’s rights and obligations
hereunder.


    
      
         


      

      
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    Section
5.5.  Captions.  The
captions of this Agreement are included for convenience of reference only, do
not constitute a part hereof and shall be disregarded in the construction
hereof.

     

    Section
5.6.  Counterpart.  This
Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.

     

    Section
5.7.  Governing Laws;
Venue.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAW.  EACH PARTY HERETO HEREBY SUBMITS TO
THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT
OF DELAWARE, AND OF ANY DELAWARE STATE COURT FOR PURPOSES OF ALL LEGAL
PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.  EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT
AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM.

     

    Section
5.8.  Severability.  Any
term or provision of this Agreement which is invalid or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this Agreement, or affecting the validity
or enforceability of any of the terms or provisions of this Agreement in any
other jurisdiction.

     

    Section
5.9.  Representations and
Warranties.  (a)  Each Investor represents and
warrants that this Agreement has been duly authorized, executed and delivered by
such Investor and constitutes the legally valid and binding obligation of such
Investor, enforceable in accordance with its terms.

     

    (b)           The
Company represents and warrants this Agreement has been duly authorized,
executed and delivered by it and constitutes the legally valid and binding
obligation of the Company, enforceable in accordance with its terms, except as
such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or affecting the enforcement of
creditors’ rights in general or by general principles of equity.

     

    Section
5.10.  Legend.  Each
certificate evidencing Shares and each certificate issued in exchange for, in
respect of or upon the transfer of any Shares (if such shares remain Shares as
defined herein after such Transfer) shall be stamped or otherwise imprinted with
a legend in substantially the following form:

     

    “THE
SHARES EVIDENCED BY THIS CERTIFICATE AND THE SHARES INTO WHICH THEY ARE
CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION.  THE SHARES MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS, AND IN THE CASE OF A
TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE ISSUER HAS RECEIVED AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE
REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE
LAWS”


    
      
         


      

      
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    The legend set forth above shall be
promptly removed from the certificates evidencing any Shares upon a transfer
pursuant to Rule 144 under the Securities Act or in a Registration.

    


    Section
5.11.  Entire
Agreement.  This Agreement is intended by the parties as a
final expression of their agreement, and is intended to be a complete and
exclusive agreement and understanding of the parties hereto in respect of the
subject matter contained herein.


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.

     

    
      
        	
                WESTPOINT
      INTERNATIONAL, INC.

              
	 
      
	
                By:

              	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              
	 
      
	
                WestPoint
      International, Inc.

              
	
                28
      East 28th Street, 8th Floor

              
	
                New
      York, NY  10016

              
	
                Attention:  Donna
      Edbril, General Counsel

              
	
                Telephone:  (212)
      930-2028

              
	
                Fax:  (212)
      679-2931

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     


    
      
        
          
            
              
                	INVESTORS:
	 
	
                        ______________________________________

                      


              

            

          

        

      

    

    


    
      
        
          
            
              	
                      By:

                    	 
      	 
	 
      	
                      Name:

                    	 
	 
      	
                      Title:

                    	 
	 
      	 
	
                      Address:

                    	 
	
                      __________________________

                    	 
	
                      __________________________

                    	 
	
                      Attention:  _________________

                    	 
	
                      Telephone:  (___)
      ___-____

                    	 
	
                      Fax:  (___)  ___-____

                    	 


            

          

        

      

    


    
      
         


      

      
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    EXHIBIT
A

    


    FORM OF
JOINDER AGREEMENT

    


    THIS
JOINDER AGREEMENT is made and entered into by the undersigned with reference to
the following facts:

     

    I am
acquiring simultaneously with the execution of this Joinder Agreement ownership
over Shares (as defined in the Registration Rights Agreement, as defined below)
of WestPoint International, Inc., a Delaware corporation (the “Company”) as
specified below; and as a condition to the acquisition of ownership over the
Shares, I have agreed to join in a registration rights agreement dated as of
_________, 2006, as amended from time to time (the “Registration Rights
Agreement”), a copy of which has been furnished to me, among the Company
and the Investors party thereto.

     

    I
therefore agree to join in the Registration Rights Agreement and agree to be
bound by all of the terms and provisions thereof as though I were an original
party thereto and were included in the definition of Investor, as used
therein.

     

    I hereby
make the representations and warranties set forth in Section 5.9(a) of the
Registration Rights Agreement as if such representations and warranties were set
forth in this Joinder Agreement in full.

     

    IN
WITNESS WHEREOF, the undersigned has executed this agreement this day of ___ ,
______.

     

    
      Name:
_________________________

    

     

    
      Address
and Facsimile Number for Notices:

    

    


    Shares
Acquired:

    


    Common
Stock:   ____________

    Preferred
Stock:   ____________  Series A-1 Preferred
Stock

    ____________  Series A-2
Preferred Stock


    
      
         


      

      
        2