EXHIBIT 4.9
AMENDMENT NO. 1 TO THE
PUT OPTION AGREEMENT
This Amending
Agreement (the "AMENDMENT") is entered into this 13th day
of
December, 2004, by and among
ALBAHEALTH, LLC, a Delaware limited liability
company (the "COMPANY");
ALBA-WALDENSIAN, INC., a Delaware corporation ("ALBA");
ENCOMPASS GROUP L.L.C., a
Delaware limited liability company ("ENCOMPASS"); and
GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation ("GE CAPITAL").
WHEREAS, the
parties entered into a series of agreements relating to
the
formation and operation of
the Company, including that certain Put Option
Agreement (the "PUT OPTION
AGREEMENT"), dated as of September 6, 2002;
WHEREAS,
pursuant to the terms of the Put Option Agreement, the Alba
Party
is entitled to exercise the
Put Option for a period of three (3) years
commencing on September 6,
2004;
WHEREAS, it is
agreed among the parties that as of the date of this
Amendment to the Put Option
Agreement, the Alba Party is entitled to exercise
the Put Option according to
the terms of the Put Option Agreement; and whereas
at the request of the Company
and Encompass, Alba agreed not to exercise the Put
Option during September 2004,
and the parties wish to amend the Put Option
Agreement on the terms and
conditions set forth herein;
NOW THEREFORE,
the parties hereby agree as follows:
1. This
Amendment constitutes an integral part of the Put Option
Agreement
and sets forth the
understandings of the parties thereto. Any capitalized
term
not defined herein shall have
the same meaning ascribed to it in the Put Option
Agreement.
2. In the event
that the Alba Party does not deliver a Put Notice on or
before June 30, 2005, but
delivers a Put Notice during the six month period
beginning July 1, 2005, the
terms for calculating the Alba Put Consideration
shall be amended as
follows:
a. (i) If LTM
EBITDA (as
