exv10w1









EXHIBIT 10.1




SECOND AMENDMENT TO SALES AND SERVICES AGREEMENT




     THIS SECOND AMENDMENT TO SALES AND SERVICES AGREEMENT (hereafter “Second Amendment”) is made
effective the 1st day of January, 2010 (the “Effective Date”) by and between Unifi
Manufacturing, Inc., a North Carolina corporation (“Unifi”) and Dillon Yarn Corporation, a South
Carolina corporation (“DYC”). Unifi and DYC are sometimes hereinafter collectively referred to as
the “parties” or individually as a “party.”



RECITALS:




     WHEREAS, Unifi and DYC entered into a Sales and Services Agreement dated as of January 1, 2007
(the “Original Agreement”, the terms of which are incorporated herein by reference) and a First
Amendment To Sales and Services Agreement effective January 1, 2009 (the “First Amendment”, the
terms of which are incorporated herein by reference). The Original Agreement, as amended by the
First Amendment, is hereinafter referred to as the “Sales Agreement”; and



     WHEREAS, the extended Term of the Sales Agreement expires on December 31, 2009; and



     WHEREAS, Unifi desires to exercise its right to extend the Term of the Sales Agreement for an
additional one (1) year period to December 31, 2010 in order to continue the orderly transition of
the services provided by DYC to Unifi; and



     WHEREAS, DYC hereby acknowledges its acceptance and agreement to the additional one year
extension of the Sales Agreement; and



     WHEREAS, the parties have agreed to amend certain provisions to the Sales Agreement as set
forth below.



     NOW THEREFORE, in consideration of these premises, the terms and conditions set forth herein,
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:



     1. Sales Services. Schedule Aand Schedule B to the Sales Agreement
are deleted in their entireties and replaced by Schedule A and Schedule B hereto
respectively.



     2. Compensation for Services. Section 3(a) of the Sales Agreement is deleted in its
entirety and replaced by the following provision:



     (a) As consideration for the Sales Services and the Transitional Services, and subject to
Section 3(b), Unifi shall pay DYC $1,300,000 per year (the “Base Amount”), in advance, in



 









 







quarterly installments of $325,000 each. Unifi shall reimburse DYC for the reasonable travel
and entertainment expenses (“T&E expenses”) of its Sales Staff and Executive Staff related to
providing the Sales Services to Unifi pursuant to Unifi’s policies and procedures related to T&E
expenses.



     Except as expressly stated herein, all of the other terms and conditions of the Sales
Agreement shall continue in full and effect as originally written. Any capitalized terms set forth
herein that are not expressly defined shall have the meaning ascribed thereto in the Sales
Agreement. Should there be a conflict in the terms of this Second Amendment and the Sales
Agreement the terms of this Second Amendment shall prevail and all applicable terms of the Sales
Agreement shall be hereby deemed amended and modified as necessary to give effect to the intents
and purposes of this Second Amendment.



     This Second Amendment may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.



     IN WITNESS WHEREOF, the parties have executed this Second Amendment, this the 11th
day of December, 2009.



	 	 	 	 	 
	 	UNIFI MANUFACTURING, INC.

WILLIAM L. JASPER

 	 
	 	By:  	                                             /s/ William L. Jasper
 	 
	 	 	Name:  	William L. Jasper 	 
	 	 	Title:  	President and C.E.O. 	 
	 



	 	 	 	 	 
	 	DILLON YARN CORPORATION

STEPHEN WENER

 	 
	 	By:  	                                             /s/ Stephen Wener
 	 
	 	 	Name:  	Stephen Wener 	 
	 	 	Title:  	C.E.O. 	 
	 



 









 








Schedule A




Sales Staff





     Ralph Mormile



     John Barrie



     William Clark



     Palmer Blair



 









 








Schedule B




Executive Staff




     Stephen Wener