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EXHIBIT 10.31.1
July 19, 2007
TAVEX ALGODONERA, S.A.
GENOVA 17 MADRID 28004
RE: PAYMENT AND SECURITY RELEASE
Dear Sirs:
Reference is hereby made to that certain letter agreement dated
March
21, 2007 (the "LETTER AGREEMENT"), that sets forth the terms of
an agreement by
and among: (A) Construcciones Solticio, S.A. de C.V.
(erroneously referred to as
Solticio, S.A. de C.V. in the Letter Agreement) ("SOLTICIO"),
Inmobiliaria
Cuadros, S.A. de C.V. ("INMOBILIARIA"), and Acabados y Cortes
Textiles, S.A. de
C.V. ("ACOTEX" and together with Solticio and Inmobiliaria, the
"SELLERS"); (B)
Tarrant Luxembourgh S.a.r.l. ("TAG LUX"); and (C) Tavex
Algodonera, S.A.
("Tavex"). The parties desire to amend the Letter Agreement as
provided in this
letter agreement (this "Amendment"). Capitalized terms used
herein and not
otherwise defined herein shall have the meanings ascribed to
such terms under
the Letter Agreement.
The parties hereto agree as follows:
1. EXCLUSIVITY; GOOD FAITH. TAG LUX hereby confirms that all
commitments undertaken by TAG LUX during the Exclusivity Period,
including the
period accorded to Tavex to exercise the Option, shall be
extended until
September 1, 2007.
2. OPTION. Paragraph 2 of the Letter Agreement is hereby
amended
to read in its entirety as follows:
"OPTION. At any time prior to expiration of the Exclusivity
Period,
Tavex shall have the right and option (the "OPTION"), but not
the obligation,
which Option may be exercised by Tavex in its sole discretion by
delivering
notice (whether by personal delivery, courier service, certified
mail,
electronic means or facsimile) to TAG LUX to the domicile
indicated next to TAG
LUX's signature hereunder, to cause the release and discharge of
the Liens on
the Collateral by paying to TAG LUX an amount of U.S.
$17'750,000.00 (SEVENTEEN
MILLION SEVEN HUNDRED FIFTY THOUSAND U.S. DOLLARS) (the "PAYOFF
AMOUNT"),
through a bank draft payable to TAG LUX issued by the London
branch of a
European or Mexican bank of recognized standing (which may be
the London branch
of BBVA Financial Group), on the same day that Tavex exercises
the Option.
If Tavex exercises the Option, TAG LUX shall accept the
payments
referred to above from Tavex. Upon receipt of the Payoff Amount:
(i) all Liens
on the Collateral and the Obligations shall forever terminate,
(ii) TAG LUX
forgives and waives any remaining claim that TAG LUX (or any of
its Affiliates)
may have over assets of the Sellers or over any installation
built in the lots
owned by the Sellers and that are to be purchased by Tavex (or
o
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