exv10w1






Exhibit 10.1




Execution Version




FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, 

AMENDED AND RESTATED SECURITY

AGREEMENT AND PLEDGE AGREEMENT




     This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, AMENDED AND RESTATED SECURITY
AGREEMENT AND PLEDGE AGREEMENT (this “Amendment”), dated as of September 9, 2010, among
UNIFI, INC., a New York corporation (the “Parent”), the subsidiaries of the Parent from
time to time party to the Credit Agreement referred to below (the “Subsidiaries”; and
together with the Parent, the “Borrowers”), each lender from time to time party to the
Credit Agreement referred to below (the “Lenders”), and BANK OF AMERICA, N.A., as
Administrative Agent (in such capacity, the “Agent”).



RECITALS




     A. The Borrowers, the Lenders, and the Agent are party to an Amended and Restated Credit
Agreement dated as of May 26, 2006 (as amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”), pursuant to which the Agent and the Lenders have
extended certain credit facilities to the Borrowers.



     B. The Borrowers and the Agent are party to an Amended and Restated Security Agreement dated
as of May 26, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the
“Security Agreement”), pursuant to which each Borrower granted a security interest in the
Collateral (as defined therein) in favor of the Agent, on behalf of the Lenders.



     C. The Borrowers and the Agent are party to a Pledge Agreement dated as of May 26, 2006 (as
amended, restated, supplemented or otherwise modified from time to time, the “Pledge
Agreement”), pursuant to which each Borrower granted a security interest in the Pledged
Collateral (as defined therein) in favor of the Agent, on behalf of the Lenders.



     D. The Agent and the Lenders have agreed to reallocate the Commitments among the Lenders in
accordance with Section 4 hereof.



     E. The Borrowers have requested that the Agent and the Lenders agree to certain amendments
with respect to the Credit Agreement, the Security Agreement and the Pledge Agreement, and subject
to the terms and conditions set forth herein, the Agent and each of the Lenders have agreed to
grant such requests of the Borrowers.



     NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:



     1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein
(including, without limitation, in the introductory paragraph and the statement of purpose hereto)
shall have the meanings, if any, assigned to such terms in the Credit Agreement (as amended by this
Agreement). As used herein, “Amendment Documents” means this Amendment, the Credit
Agreement (as amended by this Amendment), the Security Agreement (as amended by this Amendment),
the Pledge Agreement (as amended by this Amendment) and each certificate and other document
executed and delivered by the Borrowers pursuant to Section 7 hereof.













 





     2. Interpretation. The rules of interpretation set forth in Section 14.22 of
the Credit Agreement shall be applicable to this Amendment and are incorporated herein by this
reference.



     3. Credit Agreement Amendments. The Credit Agreement is hereby amended as set forth
on Exhibit A.



     4. Schedules.




     (a) The Schedules to the Credit Agreement are hereby amended in their entirety to read
as attached to the Credit Agreement, as amended hereby, including, without limitation,
Schedule 1.2 which shall set forth the reallocated Commitments of the Lenders as of
the Effective Date.




     (b) The Schedules to the Security Agreement (as amended by this Amendment) are hereby
amended in their entirety to read as attached hereto as Exhibit B.




     (c) The Schedules to the Pledge Agreement (as amended by this Amendment) are hereby amended
in their entirety to read as attached hereto as Exhibit C.



     5. Security Agreement Amendments. The Security Agreement is hereby amended as follows:




     (a) The definition of “Cash Dominion Period” is hereby amended and restated in its
entirety as follows:




     “Cash Dominion Period” means the period beginning on a Cash Dominion
Trigger Event and continuing until no Event of Default is existing and Availability
has been at least equal to the greater of 15% of the Maximum Revolver Amount or
$11,250,000 for a period of ninety (90) consecutive days.




     (b) The definition of “Cash Dominion Trigger Event” is hereby amended and restated in
its entirety as follows:




     “Cash Dominion Trigger Event” means the occurrence of any one or more
of the following events: (a) the date on which a Default or an Event of Default
shall have occurred (beyond the expiration of the applicable grace or cure period)
and (b) the date on which Availability falls below 15% of the Maximum Revolver
Amount.




     (c) The definition of “Excluded Assets” is hereby amended to add the following sentence
at the end of clause (vi) of such definition:




          As of the First Amendment Closing Date, there are no Excluded Securities.



2









 






     (d) The Security Agreement is hereby amended to replace the phrase “for the benefit of
the Agent and the Lenders” with “for the benefit of the Agent and the other Secured Parties”
in each place where it occurs.




     (e) Section 4 of the Security Agreement is hereby amended to replace the phrases “for
the benefit of the Lenders” and “for the ratable benefit of the Lenders” with “for the
benefit of the Secured Parties” in each place where they occur.




     (f) Section 11(d) of the Security Agreement is hereby amended to replace the phrase
“for the benefit of itself and the Lenders” with “for the benefit of itself and the other
Secured Parties”.




     (g) Section 5(m) of the Security Agreement is hereby amended to replace the phrase “for
the benefit of the Lenders” with “for the benefit of the Secured Parties”.




     (h) Section 4(h) of the Security Agreement is hereby amended and restated in its
entirety as follows:




     (h) Inventory. None of such Obligor’s Inventory is held by a third
party (other than another Obligor) pursuant to consignment, sale or return, sale on
approval or similar arrangement, without the consent of the Agent, except as
permitted pursuant to Section 5(k)(vi) hereof. All of each Obligor’s Inventory has
been produced in compliance with all material respects with all requirements of the
Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and
orders thereunder.




     (i) The following new clause (E) is hereby added to the end of Section 5(g)(i) of the
Security Agreement:




     and (E) such agreements or instruments as are necessary to perfect the Agent’s
security interest in Equipment and other assets owned by Unifi Equipment Leasing,
LLC which are located in Mexico,




     (j) Section 5(k)(vi) of the Security Agreement is hereby amended and restated in its
entirety as follows:




     (vi) Not sell any inventory on a bill-and-hold, guaranteed sale, sale and
return, sale on approval, consignment or other repurchase return basis without the
consent of the Agent; provided that any Borrower may, without the Agent’s
consent, enter into such arrangements with customers located outside of the United
States so long as (A) the value of the Inventory subject to all such arrangements
for which the Agent’s consent has not been received does not at any time exceed
$20,000,000, (B) pro forma Thirty Day Average Excess Availability immediately prior
to entering into such arrangements is at least equal to 27.5% of the Maximum
Revolver Amount and Availability on the date thereof, both before and after giving
effect to such arrangements, is at least equal to 27.5% of the



3









 







Maximum Revolver Amount and (C) no Default or Event of Default shall exist
prior to or immediately after entering into such arrangements.



     6. Pledge Agreement Amendment. The Pledge Agreement is hereby amended to replace the
phrases “for the benefit of the Lenders” and “for the ratable benefit of the Lenders” with “for the
benefit of the Secured Parties” in each place where they occur.



     7. Conditions to Effectiveness. Upon the satisfaction of each of the following
conditions, this Agreement shall be deemed to be effective (the date such conditions are satisfied,
the “Effective Date”):



     (a) the Agent shall have received counterparts of this Amendment (including all Exhibits
hereto) executed by the Agent, the Lenders and the Borrowers and the Borrowers shall have performed
and complied with all covenants, agreements and conditions contained in this Amendment, the Credit
Agreement and the other Loan Documents which are required to be performed or complied with by the
Borrowers before or on such Effective Date;



     (b) upon making the Revolving Loans (including such Revolving Loans made to reimburse fees,
costs and expenses then payable under this Amendment, the Credit Agreement or the Fee Letter dated
as of July 26, 2010), and the consummation of the transactions contemplated hereby, and with all of
the Borrowers’ obligations current in accordance with historical practices, the Borrowers shall
have Availability of at least $25,000,000;



     (c) all representations and warranties made hereunder and in the other Loan Documents shall be
true and correct as if made on such date;



     (d) no Default or Event of Default shall have occurred and be continuing after giving effect
to the Loans to be made and the Letters of Credit to be issued on the Effective Date;



     (e) the Agent and the Lenders shall have received such opinions of counsel for the Borrowers
as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance
satisfactory to the Agent, the Lenders, and their respective counsel and shall include among other
things, an opinion that this Amendment does not cause a violation under the Senior Secured Notes
Indenture;



     (f) the Agent shall have received:




     (i) searches of UCC filings in the jurisdiction of the chief executive office and state
of incorporation of each Borrower and each jurisdiction where a filing would need to be made
in order to perfect the Agent’s security interest in the Collateral, copies of the financing
statements on file in such jurisdictions and evidence that no Liens exist other than
Permitted Liens;




     (ii) searches of ownership of intellectual property in the appropriate governmental
offices;



4









 






     (iii) duly executed UCC-3 Termination Statements and such other instruments, in form
and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all
Liens on the Property of the Borrowers except Permitted Liens;




     (iv) such patent/trademark/copyright filings as requested by the Agent in order to
perfect the Agent’s security interest in intellectual property;




     (v) all instruments and chattel paper in the possession of any of the Credit Parties,
together with allonges or assignments as may be necessary or appropriate to perfect the
Agent’s security interest in the Collateral;




     (vi) duly executed consents as are necessary, in the Agent’s sole discretion, to
perfect the Lenders’ security interest in the Collateral;




     (vii) in the case of any personal property Collateral of $100,000 or greater located at
premises leased by a Borrower, such estoppels letters, consents and waivers from the
landlords on such real property or bailees as may be required by the Agent; and




     (viii) duly executed Account Control Agreements with respect to Collateral for which a
control agreement is required for perfection of the Agent’s security interest under the UCC;



     (g) the Agent shall have received a certificate of a Responsible Officer of each Borrower,
certifying (i) that attached copies of such Borrower’s articles of incorporation (or the equivalent
thereof) and bylaws (or the equivalent thereof) are true and complete, and in full force and
effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing
execution and delivery of the Amendment is true and complete, and that such resolutions are in full
force and effect, were duly adopted, have not been amended, modified or revoked; and (iii) to the
title, name and signature of each Person authorized to sign the Amendment and any other Loan
Documents (the Agent may conclusively rely on this certificate until it is otherwise notified by
the applicable Borrower in writing);



     (h) the Agent shall have received copies of the charter documents of each Borrower, certified
to be true and correct as of a recent date by the Secretary of State or other appropriate official
of such Borrower’s jurisdiction of organization;



     (i) the Agent shall have received good standing certificates for each Borrower, issued by the
Secretary of State or other appropriate official of such Borrower’s jurisdiction of organization
and each other jurisdiction reasonably requested by the Agent where such Borrower’s conduct of
business or ownership of Property necessitates qualification;



     (j) the Borrowers shall have paid all fees and expenses of the Agent and the Attorney Costs
incurred in connection with this Amendment or any of the Loan Documents and the transactions
contemplated hereby or thereby;



     (k) all proceedings taken in connection with the execution of this Amendment, all other Loan
Documents and all documents and papers relating thereto shall be satisfactory in form, scope, and
substance to the Agent and the Lenders;




5











 





     (l) the completion by the Agent of its due diligence in connection with the Loan
Documents, with the results thereof, being acceptable to the Agent;



     (m) there shall not have occurred a material adverse change (i) in the business, assets,
Properties, liabilities (actual or contingent), operations or condition (financial or otherwise) of
the Borrowers and their Subsidiaries, taken as a whole, since June 28, 2009 or (ii) in the facts
and information regarding such entities as represented through the date hereof;



     (n) there shall not exist any pending or threatened litigation, investigation, bankruptcy or
insolvency, injunction, order or claim affecting or relating to any Borrower, this Amendment, the
Credit Agreement and the other Loan Documents, the Senior Secured Notes or the Senior Secured Notes
Indenture, that has not been settled, dismissed, vacated, discharged or terminated prior to the
Effective Date which could reasonably be expected to have a Material Adverse Effect;



     (o) the Agent shall have received inventory appraisals and field examinations by the Agent and
its affiliates and/or third parties, in scope and with results in all respects satisfactory to the
Agent in its sole discretion;



     (p) the Borrowers shall have notified the Senior Secured Notes Collateral Agent and the Senior
Secured Notes Trustee that the parties hereto are entering into this Agreement; and



     (q) without limiting the generality of the items described above, the Borrowers and each
Person guarantying or securing payment of the Obligations shall have delivered or caused to be
delivered to the Agent (in form and substance reasonably satisfactory to the Agent), such financial
statements, instruments, resolutions, documents, agreements, certificates, opinions and other items
as may be reasonably required by the Agent and its counsel.



     The acceptance by the Borrowers of any Loans made or Letters of Credit issued on the Effective
Date shall be deemed to be a representation and warranty made by the Borrowers to the effect that
all of the conditions precedent to the making of such Loans or the issuance of such Letters of
Credit have been satisfied, with the same effect as delivery to the Agent and the Lenders of a
certificate signed by a Responsible Officer of the Parent on behalf of the Borrowers, dated the
Effective Date, to such effect.



     Execution and delivery to the Agent by a Lender of a counterpart of this Amendment shall be
deemed confirmation by such Lender that (i) all conditions precedent herein have been fulfilled to
the satisfaction of such Lender, (ii) the decision of such Lender to execute and deliver to the
Agent an executed counterpart of this Amendment was made by such Lender independently and without
reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set
forth herein, and (iii) all documents sent to such Lender for approval consent, or satisfaction
were acceptable to such Lender.



     8. Effect of the Agreement. Except as expressly provided herein, the Credit
Agreement, the Security Agreement, the Pledge Agreement, and the other Loan Documents shall remain
unmodified and in full force and effect. Except as expressly set forth herein, this Amendment
shall not be deemed (a) to be a waiver of, or consent to, a modification or amendment of, any other
term or condition of the Credit Agreement, the Security Agreement, the



6









 




Pledge Agreement, or any other Loan Document, (b) to prejudice any other right or rights which
the Agent or the Lenders may now have or may have in the future under or in connection with the
Credit Agreement, the Security Agreement, the Pledge Agreement, or the other Loan Documents or any
of the instruments or agreements referred to therein, as the same may be amended, restated,
supplemented or otherwise modified from time to time, (c) to be a commitment or any other
undertaking or expression of any willingness to engage in any further discussion with the Borrowers
or any other Person with respect to any waiver, amendment, modification or any other change to the
Credit Agreement, the Security Agreement, the Pledge Agreement, or the Loan Documents or any rights
or remedies arising in favor of the Lenders or the Agent, or any of them, under or with respect to
any such documents or (d) to be a waiver of, or consent to or a modification or amendment of, any
other term or condition of any other agreement by and among the Borrowers, on the one hand, and the
Agent or any other Lender, on the other hand.




     9. Representations and Warranties. Each Borrower hereby represents and warrants to
the Agent and the Lenders as follows:



     (a) After giving effect to this Amendment, no Default has occurred and is continuing.



     (b) The execution, delivery and performance by each Borrower of this Amendment has been duly
authorized by all necessary corporate and other action and does not and will not require any
registration with, consent or approval of, or notice to or action by, any Person (including any
Governmental Authority) in order to be effective and enforceable.



     (c) The Amendment Documents constitute the legal, valid and binding obligations of each
Borrower, as applicable, and are enforceable against each such Person in accordance with their
respective terms, without defense, counterclaim or offset.



     (d) All representations and warranties of the Borrowers contained in Article 6 of the
Credit Agreement are true and correct on and as of the Effective Date, except to the extent that
any such representation and warranty specifically relates to an earlier date.



     (e) Each Borrower is entering into this Amendment on the basis of its own investigation and
for its own reasons, without reliance upon the Agent, the Lenders or any other Person.



     10. Miscellaneous.



     (a) This Amendment shall be binding upon and inure to the benefit of the parties hereto and
thereto and their respective successors and assigns. No third party beneficiaries are intended in
connection with this Amendment.



     (b) THIS AMENDMENT IS SUBJECT TO THE PROVISIONS OF SECTIONS 14.3 AND 14.4 OF THE CREDIT
AGREEMENT RELATING TO GOVERNING LAW, VENUE AND WAIVER OF RIGHT TO TRIAL BY JURY, THE PROVISIONS OF
WHICH ARE BY THIS REFERENCE INCORPORATED HEREIN IN FULL.



7









 





     (c) This Amendment may be executed in any number of counterparts, each of which shall be
deemed an original, but all such counterparts together shall constitute but one and the same
instrument. Transmission of signatures of any party by facsimile shall for all purposes be deemed
the delivery of original, executed counterparts thereof and the Agent is hereby authorized to make
sufficient photocopies thereof to assemble complete counterparty documents.



     (d) This Amendment, together with the other Amendment Documents and the Credit Agreement,
contains the entire and exclusive agreement of the parties hereto with reference to the matters
discussed herein and therein. This Amendment supersedes all prior drafts and communications with
respect thereto. This Amendment may not be amended except in accordance with the provisions of
Section 11.1 of the Credit Agreement.



     (e) If any term or provision of this Amendment shall be deemed prohibited by or invalid under
any applicable law, such provision shall be invalidated without affecting the remaining provisions
of this Amendment or the Credit Agreement, respectively.



     (f) Each Borrower covenants to pay to or reimburse the Agent, upon demand, for all reasonable
out-of-pocket costs and expenses incurred in connection with the development, preparation,
negotiation, execution and delivery of this Amendment.



     (g) This Amendment shall constitute a “Loan Document” under and as defined in the
Credit Agreement.



[Signature Pages Follow]




8









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written.



	 	 	 	 	 
	 	UNIFI, INC., a New York corporation

 	 
	 	By:  	/s/
Ronald L. Smith 	 
	 	 	Name:  	Ronald
L. Smith 	 
	 	 	Title:  	Vice
President & CFO 	 
	 



	 	 	 	 	 
	 	UNIFI MANUFACTURING, INC.,

a North Carolina corporation

 	 
	 	By:  	/s/
Ronald L. Smith 	 
	 	 	Name:  	Ronald
L. Smith 	 
	 	 	Title:  	Vice
President & CFO 	 
	 



	 	 	 	 	 
	 	UNIFI TEXTURED POLYESTER, LLC,

a North Carolina limited liability company

 	 
	 	By:  	/s/
Ronald L. Smith 	 
	 	 	Name:  	Ronald
L. Smith 	 
	 	 	Title:  	Vice
President 	 
	 



	 	 	 	 	 
	 	UNIMATRIX AMERICAS, LLC,

a North Carolina limited liability company

 	 
	 	By:  	/s/
Ronald L. Smith 	 
	 	 	Name:  	Ronald
L. Smith 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	UNIFI SALES & DISTRIBUTION, INC.,

a North Carolina corporation

 	 
	 	By:  	/s/
Ronald L. Smith 	 
	 	 	Name:  	Ronald
L. Smith 	 
	 	 	Title:  	Vice
President & CFO 	 
	 



[Signature Pages Continue]



[First Amendment - Unifi, Inc.]







 









 








	 	 	 	 	 
	 	SPANCO INTERNATIONAL, INC.,

a North Carolina corporation

 	 
	 	By:  	/s/
Ronald L. Smith 	 
	 	 	Name:  	Ronald
L. Smith 	 
	 	 	Title:  	Vice
President 	 
	 



	 	 	 	 	 
	 	UNIFI EQUIPMENT LEASING, LLC,

a North Carolina limited liability company

 	 
	 	By:  	/s/
Ronald L. Smith 	 
	 	 	Name:  	Ronald
L. Smith 	 
	 	 	Title:  	Vice
President & CFO 	 
	 



[First Amendment - Unifi, Inc.]






 









 











	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as Administrative Agent

 	 
	 	By:  	/s/
Andrew A. Doherty 	 
	 	 	Name:  	Andrew A. Doherty 	 
	 	 	Title:  	Senior
Vice President 	 
	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as a Lender

 	 
	 	By:  	/s/
Andrew A. Doherty 	 
	 	 	Name:  	Andrew A. Doherty 	 
	 	 	Title:  	Senior
Vice President 	 



[First Amendment - Unifi, Inc.]




 









 







	 	 	 	 	 
	 	WELLS FARGO CAPITAL FINANCE, INC., as a Lender

 	 
	 	By:  	/s/
Samantha Alexander 	 
	 	 	Name:  	Samantha
Alexander 	 
	 	 	Title:  	Director 	 
	 



[First Amendment - Unifi, Inc.]



 









 







Exhibit A to First Amendment to Amended and Restated Credit Agreement,

Amended and Restated Security Agreement and Pledge Agreement



[First Amendment - Unifi, Inc.]




 









 





 





AMENDED AND RESTATED CREDIT AGREEMENT




Dated as of May 26, 2006

(as amended by the First Amendment to Amended and Restated Credit
Agreement,

Amended and Restated Security Agreement and Pledge Agreement

dated as of September 9, 2010)




Among




THE FINANCIAL INSTITUTIONS NAMED HEREIN,




as the Lenders




and




BANK OF AMERICA, N.A.,




as the Administrative Agent




and




UNIFI, INC.




and




ITS DOMESTIC SUBSIDIARIES,




as the Borrowers




 





BANC OF AMERICA SECURITIES LLC,

as Sole Lead Arranger And Sole Book Manager











 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1 LOANS AND LETTERS OF CREDIT
	 	 	1	 
	1.1 Total Facility
	 	 	1	 
	1.2 Revolving Loans
	 	 	2	 
	1.3 Letters of Credit
	 	 	6	 
	1.4 Bank Products
	 	 	10	 
	1.5 Increase of the Commitments
	 	 	10	 
	 	 	 	 
	ARTICLE 2 INTEREST AND FEES
	 	 	12	 
	2.1 Interest
	 	 	12	 
	2.2 Continuation and Conversion Elections
	 	 	13	 
	2.3 Maximum Interest Rate
	 	 	14	 
	2.4 Agent Fees
	 	 	15	 
	2.5 Unused Line Fee
	 	 	15	 
	2.6 Letter of Credit Fee
	 	 	15	 
	 	 	 	 
	ARTICLE 3 PAYMENTS AND PREPAYMENTS
	 	 	15	 
	3.1 Revolving Loans
	 	 	15	 
	3.2 Termination of Facility
	 	 	16	 
	3.3 Voluntary Reduction of Facility
	 	 	16	 
	3.4 [Reserved]
	 	 	16	 
	3.5 LIBOR Rate Loan Prepayments
	 	 	16	 
	3.6 Payments by the Borrowers
	 	 	16	 
	3.7 Payments as Revolving Loans
	 	 	17	 
	3.8 Apportionment, Application and Reversal of Payments
	 	 	17	 
	3.9 Indemnity for Returned Payments
	 	 	18	 
	3.10 Agent’s and Lenders’ Books and Records; Monthly Statements
	 	 	18	 
	 	 	 	 
	ARTICLE 4 TAXES, YIELD PROTECTION AND ILLEGALITY
	 	 	19	 
	4.1 Taxes
	 	 	19	 
	4.2 Illegality
	 	 	21	 
	4.3 Increased Costs and Reduction of Return
	 	 	21	 
	4.4 Funding Losses
	 	 	22	 
	4.5 Inability to Determine Rates
	 	 	22	 
	4.6 Certificates of Agent
	 	 	23	 
	4.7 Survival
	 	 	23	 
	4.8 Mitigation; Mandatory Assignment
	 	 	23	 
	 	 	 	 
	ARTICLE 5 BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES
	 	 	23	 
	5.1 Books and Records
	 	 	23	 
	5.2 Financial Information
	 	 	24	 
	5.3 Notices to the Lenders
	 	 	27	 
	 	 	 	 
	ARTICLE 6 GENERAL WARRANTIES AND REPRESENTATIONS
	 	 	29	 






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	 	 	Page	 
	6.1 Authorization, Validity, and Enforceability of this Agreement and the Loan Documents
	 	 	29	 
	6.2 Validity and Priority of Security Interest
	 	 	29	 
	6.3 [Reserved]
	 	 	30	 
	6.4 Corporate Name; Prior Transactions
	 	 	30	 
	6.5 Organization and Qualification
	 	 	30	 
	6.6 Financial Statements and Projections
	 	 	30	 
	6.7 Capitalization
	 	 	31	 
	6.8 Solvency
	 	 	31	 
	6.9 Debt
	 	 	31	 
	6.10 Distributions
	 	 	31	 
	6.11 Real Estate; Leases
	 	 	31	 
	6.12 Proprietary Rights
	 	 	32	 
	6.13 Trade Names
	 	 	32	 
	6.14 Litigation
	 	 	32	 
	6.15 Labor Disputes
	 	 	32	 
	6.16 Environmental Laws
	 	 	33	 
	6.17 No Violation of Law
	 	 	34	 
	6.18 No Default
	 	 	34	 
	6.19 ERISA Compliance
	 	 	34	 
	6.20 Taxes
	 	 	35	 
	6.21 Regulated Entities
	 	 	35	 
	6.22 Use of Proceeds; Margin Regulations
	 	 	35	 
	6.23 Copyrights, Patents, Trademarks and Licenses, etc.
	 	 	35	 
	6.24 No Material Adverse Change
	 	 	35	 
	6.25 Full Disclosure
	 	 	36	 
	6.26 Material Agreements
	 	 	36	 
	6.27 Bank Accounts
	 	 	36	 
	6.28 Governmental Authorization
	 	 	36	 
	 
	 	 	 	 
	ARTICLE 7 AFFIRMATIVE AND NEGATIVE COVENANTS
	 	 	36	 
	7.1 Taxes and Other Obligations
	 	 	36	 
	7.2 Legal Existence and Good Standing
	 	 	37	 
	7.3 Compliance with Law and Agreements; Maintenance of Licenses
	 	 	37	 
	7.4 Maintenance of Property; Inspection of Property
	 	 	37	 
	7.5 Insurance
	 	 	38	 
	7.6 Insurance and Condemnation Proceeds
	 	 	38	 
	7.7 Environmental Laws
	 	 	39	 
	7.8 Compliance with ERISA; Pension and Multi-employer Plans
	 	 	39	 
	7.9 Mergers, Consolidations or Sales
	 	 	39	 
	7.10 Distributions; Capital Change; Restricted Investments
	 	 	40	 
	7.11 Transactions Affecting Collateral or Obligations
	 	 	40	 
	7.12 Guaranties
	 	 	40	 
	7.13 Debt
	 	 	40	 
	7.14 Payments of Other Debt; Repurchases of Senior Secured Notes
	 	 	42	 
	7.15 Transactions with Affiliates
	 	 	43	 
	7.16 Investment Banking and Finder’s Fees
	 	 	43	 






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	 	 	Page	 
	7.17 Business Conducted
	 	 	43	 
	7.18 Liens
	 	 	43	 
	7.19 Sale and Leaseback Transactions
	 	 	43	 
	7.20 Subsidiaries
	 	 	43	 
	7.21 Fiscal Year
	 	 	44	 
	7.22 [Reserved]
	 	 	44	 
	7.23 Fixed Charge Coverage Ratio
	 	 	44	 
	7.24 [Reserved]
	 	 	44	 
	7.25 Use of Proceeds
	 	 	45	 
	7.26 [Reserved]
	 	 	45	 
	7.27 Bank Accounts
	 	 	45	 
	7.28 [Reserved]
	 	 	45	 
	7.29 Modification of Agreements
	 	 	45	 
	7.30 Restrictions on Subsidiary Distributions
	 	 	45	 
	7.31 Further Assurances
	 	 	46	 
	 
	 	 	 	 
	ARTICLE 8 CONDITIONS OF LENDING
	 	 	46	 
	8.1 Conditions Precedent to Closing
	 	 	46	 
	8.2 Conditions Precedent to Each Loan
	 	 	46	 
	 
	 	 	 	 
	ARTICLE 9 DEFAULT; REMEDIES
	 	 	47	 
	9.1 Events of Default
	 	 	47	 
	9.2 Remedies
	 	 	49	 
	 
	 	 	 	 
	ARTICLE 10 TERM AND TERMINATION
	 	 	50	 
	10.1 Term and Termination
	 	 	50	 
	 
	 	 	 	 
	ARTICLE 11 AMENDMENTS; WAIVERS; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS
	 	 	51	 
	11.1 Amendments and Waivers
	 	 	51	 
	11.2 Assignments; Participations
	 	 	53	 
	 
	 	 	 	 
	ARTICLE 12 THE AGENT
	 	 	55	 
	12.1 Appointment and Authorization
	 	 	55	 
	12.2 Delegation of Duties
	 	 	55	 
	12.3 Liability of Agent
	 	 	55	 
	12.4 Reliance by Agent
	 	 	56	 
	12.5 Notice of Default
	 	 	56	 
	12.6 Credit Decision
	 	 	56	 
	12.7 Indemnification
	 	 	57	 
	12.8 Agent in Individual Capacity
	 	 	57	 
	12.9 Successor Agent
	 	 	58	 
	12.10 [Reserved]
	 	 	58	 
	12.11 Collateral Matters
	 	 	58	 
	12.12 Set-Off; Sharing of Payments
	 	 	59	 
	12.13 Agency for Perfection
	 	 	60	 
	12.14 Payments by Agent to Lenders
	 	 	60	 






-iii-









 






	 	 	 	 	 
	 	 	Page	 
	12.15 Settlement
	 	 	60	 
	12.16 Letters of Credit; Intra Lender Issues
	 	 	63	 
	12.17 Concerning the Collateral and the Related Loan Documents
	 	 	65	 
	12.18 Field Audit and Examination Reports; Disclaimer by Lenders
	 	 	65	 
	12.19 Relation Among Lenders
	 	 	66	 
	12.20 Intercreditor Agreement
	 	 	66	 
	12.21 Bank Product Providers
	 	 	66	 
	 
	 	 	 	 
	ARTICLE 13 LIABILITY OF BORROWERS
	 	 	67	 
	13.1 Concerning Joint and Several Liability of the Borrowers
	 	 	67	 
	13.2 Agency of Parent for each other Borrower
	 	 	69	 
	 
	 	 	 	 
	ARTICLE 14 MISCELLANEOUS
	 	 	69	 
	14.1 No Waivers; Cumulative Remedies
	 	 	69	 
	14.2 Severability
	 	 	69	 
	14.3 Governing Law; Choice of Forum; Service of Process
	 	 	70	 
	14.4 WAIVER OF JURY TRIAL
	 	 	70	 
	14.5 Survival of Representations and Warranties
	 	 	71	 
	14.6 Other Security and Guaranties
	 	 	71	 
	14.7 Fees and Expenses
	 	 	71	 
	14.8 Notices
	 	 	72	 
	14.9 Waiver of Notices
	 	 	74	 
	14.10 Binding Effect
	 	 	74	 
	14.11 Indemnity of the Agent and the Lenders by the Borrowers
	 	 	74	 
	14.12 Limitation of Liability
	 	 	75	 
	14.13 Final Agreement
	 	 	75	 
	14.14 Counterparts
	 	 	75	 
	14.15 Captions
	 	 	76	 
	14.16 Right of Setoff
	 	 	76	 
	14.17 Confidentiality
	 	 	76	 
	14.18 Conflicts with Other Loan Documents
	 	 	77	 
	14.19 Accounting Terms
	 	 	77	 
	14.20 Patriot Act Notice
	 	 	77	 
	14.21 Amendment and Restatement
	 	 	77	 
	14.22 Interpretive Provisions
	 	 	78	 






-iv-









 






ANNEXES, EXHIBITS AND SCHEDULES




	 	 	 	 	 
	ANNEX A

	 	—
	 	DEFINED TERMS
	 
	 	 	 	 
	EXHIBIT A

	 	—
	 	FORM OF REVOLVING LOAN NOTE
	 
	 	 	 	 
	EXHIBIT B

	 	—
	 	FORM OF BORROWING BASE CERTIFICATE
	 
	 	 	 	 
	EXHIBIT C

	 	—
	 	FINANCIAL STATEMENTS
	 
	 	 	 	 
	EXHIBIT D

	 	—
	 	FORM OF NOTICE OF BORROWING
	 
	 	 	 	 
	EXHIBIT D-1

	 	—
	 	FORM OF NOTICE OF BORROWING FOR EX-IM BANK REVOLVING LOANS (BORROWING BASE CERTIFICATE)
	 
	 	 	 	 
	EXHIBIT E

	 	—
	 	FORM OF NOTICE OF CONTINUATION/CONVERSION
	 
	 	 	 	 
	EXHIBIT F

	 	—
	 	FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
	 
	 	 	 	 
	EXHIBIT G

	 	—
	 	FORM OF JOINDER AGREEMENT
	 
	 	 	 	 
	EXHIBIT H

	 	—
	 	FORM OF MONTHLY MANAGEMENT REPORT
	 
	 	 	 	 
	SCHEDULE 1.1

	 	—
	 	ASSIGNED CONTRACTS
	 
	 	 	 	 
	SCHEDULE 1.2

	 	—
	 	LENDERS’ COMMITMENTS
	 
	 	 	 	 
	SCHEDULE 6.4

	 	—
	 	CORPORATE NAME; PRIOR TRANSACTIONS
	 
	 	 	 	 
	SCHEDULE 6.5

	 	—
	 	ORGANIZATION AND QUALIFICATION
	 
	 	 	 	 
	SCHEDULE 6.7

	 	—
	 	CAPITALIZATION
	 
	 	 	 	 
	SCHEDULE 6.9

	 	—
	 	DEBT
	 
	 	 	 	 
	SCHEDULE 6.11

	 	—
	 	REAL ESTATE; LEASES
	 
	 	 	 	 
	SCHEDULE 6.12

	 	—
	 	PROPRIETARY RIGHTS
	 
	 	 	 	 
	SCHEDULE 6.13

	 	—
	 	TRADE NAMES
	 
	 	 	 	 
	SCHEDULE 6.14

	 	—
	 	LITIGATION
	 
	 	 	 	 
	SCHEDULE 6.15

	 	—
	 	LABOR DISPUTES
	 
	 	 	 	 
	SCHEDULE 6.16

	 	—
	 	ENVIRONMENTAL LAW
	 
	 	 	 	 
	SCHEDULE 6.19

	 	—
	 	ERISA COMPLIANCE
	 
	 	 	 	 
	SCHEDULE 6.26

	 	—
	 	MATERIAL AGREEMENTS
	 
	 	 	 	 
	SCHEDULE 6.27

	 	—
	 	BANK ACCOUNTS







-v-











 





AMENDED AND RESTATED CREDIT AGREEMENT




     THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 26, 2006, as amended by that
certain First Amendment to Amended and Restated Credit Agreement,
Amended and Restated Security Agreement and Pledge Agreement dated as of September 9, 2010 (and
as further amended, restated, supplemented or otherwise modified from time to time, this
“Agreement”), among the financial institutions from time to time parties hereto (such
financial institutions, together with their respective successors and assigns, are referred to
hereinafter each individually as a “Lender” and collectively as the “Lenders”),
Bank of America, N.A. with an office at 300 Galleria Parkway, Suite 800, Atlanta, Georgia 30339, as
administrative agent for the Lenders (in its capacity as administrative agent, the
“Agent”), Unifi, Inc., a New York corporation, with offices at 7201 West Friendly Avenue,
Greensboro, North Carolina 27410 (the “Parent”) and the subsidiaries of the Parent parties
hereto and such other subsidiaries of the Parent that become parties hereto from time to time after
the date hereof, (the Parent and each such subsidiary is individually hereinafter referred to as a
“Borrower” and the Parent together with all such subsidiaries are hereinafter collectively
referred to as the “Borrowers”).



W I T N E S S E T H:




     WHEREAS, the Borrowers, the several banks and other financial institutions party thereto and
the Agent are parties to the Credit Agreement dated as of December 7, 2001 (as amended, restated,
modified or supplemented prior to the date hereof, the “Existing Credit Agreement”); and



     WHEREAS, the Borrowers have requested, and the Lenders have agreed, to amend and restate the
Existing Credit Agreement hereby and to extend a revolving credit facility to the Borrowers on the
terms and conditions set forth in this Agreement;



     WHEREAS, capitalized terms used in this Agreement and not otherwise defined herein shall have
the meanings ascribed thereto in Annex A which is attached hereto and incorporated herein; the
rules of construction contained therein shall govern the interpretation of this Agreement, and all
Annexes, Exhibits and Schedules attached hereto are incorporated herein by reference;



     NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in this
Agreement, and for good and valuable consideration, the receipt of which is hereby acknowledged,
the Lenders, the Agent, and the Borrowers hereby agree as follows.



ARTICLE 1

LOANS AND LETTERS OF CREDIT




     1.1 Total Facility



     Subject to all of the terms and conditions of this Agreement, the Lenders agree to make
available a total credit facility of up to $100,000,000 (the “Total Facility”) to the
Borrowers from time to time during the term of this Agreement, which amount may be increased in
accordance with Section 1.5. The Total Facility shall be composed of a revolving line of
credit consisting of Revolving Loans and Letters of Credit described herein.



 









 





     1.2 Revolving Loans



     (a) (i) Amounts. Subject to the satisfaction of the conditions precedent set forth in
Article 8 (and with respect to Ex-Im Bank Revolving Loans, such other conditions precedent imposed
by the Bank), each Lender severally, but not jointly, agrees, upon a Borrower’s request from time
to time on any Business Day during the period from the Closing Date to the Termination Date, to
make revolving loans (the “Revolving Loans”) to the Borrowers (including Ex-Im Bank
Revolving Loans to Borrowers that are eligible borrowers under an Ex-Im Bank Guaranteed Loan;
provided, however, no Lender shall have any obligation to extend an Ex-Im Bank
Revolving Loan to any Borrower after the sooner of three (3) years after the Funding Date of the
initial Ex-Im Bank Revolving Loan, if any, or the Termination Date) in amounts not to exceed such
Lender’s Pro Rata Share of Availability, except for Non Ratable Loans and Agent Advances and, as
otherwise set forth herein, with respect to Ex-Im Bank Revolving Loans. The Lenders, however, in
their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued
Letters of Credit in excess of the Borrowing Base on one or more occasions, but if they do so,
neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the
Borrowing Base or to be obligated to exceed such limits on any other occasion. If any Borrowing
would exceed Availability, the Lenders may refuse to make or may otherwise restrict the making of
Revolving Loans as the Lenders determine until such excess has been eliminated, subject to the
Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of
Section 1.2(i).




     (ii) At the request of Agent, the Borrowers shall execute and deliver to each Lender
that so requests a note to evidence the Revolving Loan of that Lender. Each such note shall
be in the principal amount of the Lender’s Pro Rata Share of the Commitments, dated the date
hereof and substantially in the form of Exhibit A (each a “Revolving Loan
Note” and, collectively, the “Revolving Loan Notes”) This Agreement and each
Revolving Loan Note, if applicable, shall evidence the obligation of the Borrowers to pay
the outstanding and utilized amount of each Lender’s Pro Rata Share of the Commitments, or,
if less, such Lender’s Pro Rata Share of the aggregate unpaid principal amount of all
Revolving Loans to the Borrowers together with interest thereon as prescribed in Section
1.2. The entire unpaid balance of the Revolving Loan and all other non-contingent
Obligations shall be immediately due and payable in full in immediately available funds on
the Termination Date.



     (b) Procedure for Borrowing.




     (i) Each Borrowing shall be made upon a Borrower’s irrevocable written notice delivered
to the Agent in the form of a notice of borrowing (“Notice of Borrowing”), which
must be received by the Agent prior to (x) 12:00 noon (New York, New York time) three
Business Days prior to the requested Funding Date, in the case of LIBOR Rate Loans and (y)
1:00 p.m. (New York, New York time) on the requested Funding Date, in the case of Base Rate
Loans, specifying:




     (A) the amount of the Borrowing, which in the case of a LIBOR Rate Loan must
equal or exceed $3,000,000 (and increments of $1,000,000 in excess of such amount);



2









 






     (B) the requested Funding Date, which must be a Business Day;




     (C) whether the Revolving Loans requested are to be Base Rate Revolving Loans
or LIBOR Revolving Loans (and if not specified, it shall be deemed a request for a
Base Rate Revolving Loan); and




     (D) the duration of the Interest Period for LIBOR Revolving Loans (and if not
specified, it shall be deemed a request for an Interest Period of 30 days);


provided, however, that with respect to the Borrowing to be made on the Closing
Date, such Borrowings will consist of Base Rate Revolving Loans only.





     (ii) In lieu of delivering a Notice of Borrowing, a Borrower may give the Agent
telephonic or internet electronic notice of such request for advances to the Designated
Account on or before the deadline set forth above. The Agent at all times shall be entitled
to rely on such telephonic or internet electronic notice in making such Revolving Loans,
regardless of whether any written confirmation is received.




     (iii) No Borrower shall have the right to request a LIBOR Rate Loan while a Default or
Event of Default has occurred and is continuing.




     (iv) Notwithstanding any language to the contrary in this Section, each Borrowing that
is to be an Ex-Im Bank Revolving Loan must be requested in writing on the form of borrowing
notice attached hereto as Exhibit D-1 and must be delivered to the Agent’s Export
Finance Department at the address set forth in Section 14.8 hereof.



     (c) Reliance upon Authority. Prior to the Closing Date, the Borrowers shall deliver
to the Agent, a notice setting forth the account of the Borrowers (“Designated Account”) to
which the Agent is authorized to transfer the proceeds of the Revolving Loans requested hereunder.
The Borrowers may designate a replacement account from time to time by written notice. All such
Designated Accounts must be reasonably satisfactory to the Agent. The Agent is entitled to rely
conclusively on any person’s request for Revolving Loans on behalf of the Borrowers, so long as the
proceeds thereof are to be transferred to the Designated Account. The Agent has no duty to verify
the identity of any individual representing himself or herself as a person authorized by the
Borrowers to make such requests on its behalf.



     (d) No Liability. The Agent shall not incur any liability to the Borrowers as a
result of acting upon any notice referred to in Sections 1.2(b) and (c), which the
Agent believes in good faith to have been given by an officer or other person duly authorized by
the Borrowers to request Revolving Loans on its behalf. The crediting of Revolving Loans to the
Designated Account conclusively establishes the obligation of the Borrowers to repay such Revolving
Loans as provided herein.



     (e) Notice Irrevocable. Any Notice of Borrowing (or telephonic notice in lieu
thereof) made pursuant to Section 1.2(b) shall be irrevocable. The Borrowers shall be
bound to borrow the funds requested therein in accordance therewith.



3









 





     (f) Agent’s Election. Promptly after receipt of a Notice of Borrowing (or telephonic
notice in lieu thereof), the Agent shall elect to have the terms of Section 1.2(g) or the
terms of Section 1.2(h) apply to such requested Borrowing. If the Bank declines in its
sole discretion to make a Non Ratable Loan pursuant to Section 1.2(h) or an Ex-Im Bank
Revolving Loan pursuant to Section 1.2(j), the terms of Section 1.2(g) shall apply
to the requested Borrowing.



     (g) Making of Revolving Loans. If Agent elects to have the terms of this Section
1.2(g) apply to a requested Borrowing, then promptly after receipt of a Notice of Borrowing or
telephonic notice in lieu thereof, the Agent shall notify the Lenders by telecopy, telephone or e
mail of the requested Borrowing. Each Lender shall transfer its Pro Rata Share of the requested
Borrowing available to the Agent in immediately available funds, to the account from time to time
designated by Agent, not later than 2:00 p.m. (New York, New York time) on the applicable Funding
Date. After the Agent’s receipt of all proceeds of such Revolving Loans, the Agent shall make the
proceeds of such Revolving Loans available to the Borrowers on the applicable Funding Date by
transferring same day funds to the Borrowers’ Designated Account; provided,
however, that the amount of Revolving Loans so made on any date, shall not exceed the
Availability on such date.



     (h) Making of Non Ratable Loans.




     (i) If Agent elects, with the consent of the Bank, to have the terms of this
Section 1.2(h) apply to a requested Borrowing, the Bank shall make a Revolving Loan
in the amount of that Borrowing available to the Borrowers on the applicable Funding Date by
transferring same day funds to Borrowers’ Designated Account. Each Revolving Loan made
solely by the Bank pursuant to this Section is herein referred to as a “Non Ratable
Loan”, and such Revolving Loans are collectively referred to as the “Non Ratable
Loans.” Each Non Ratable Loan shall be subject to all the terms and conditions
applicable to other Revolving Loans except that all payments thereon shall be payable to the
Bank solely for its own account. The aggregate amount of Non Ratable Loans outstanding at
any time shall not exceed $5,000,000. The Agent shall not request the Bank to make any Non
Ratable Loan if (A) the Agent has received written notice from any Lender that one or more
of the applicable conditions precedent set forth in Article 8 will not be satisfied
on the requested Funding Date for the applicable Borrowing, or (B) the requested Borrowing
would exceed Availability on that Funding Date.




     (ii) The Non Ratable Loans shall be secured by the Agent’s Liens in and to the
Collateral and shall constitute Base Rate Revolving Loans and Obligations hereunder. Upon
Settlement of such Non-Ratable Loans pursuant to Section 12.15 hereof, such Loans
shall constitute Revolving Loans for all purposes hereunder, including, without limitation,
Section 2.2(a)(i) hereof.


     (i) Agent Advances.





     (i) Subject to the limitations set forth below, the Agent is authorized by the
Borrowers and the Lenders, from time to time in the Agent’s sole discretion, (A) after the
occurrence of a Default or an Event of Default, or (B) at any time that any of the other
conditions precedent set forth in Article 8 have not been satisfied, to make Base Rate



4









 




Revolving Loans to the Borrowers on behalf of the Lenders in an aggregate amount
outstanding at any time not to exceed 10% of the Borrowing Base but not in excess of the
Maximum Revolver Amount which the Agent, in its reasonable business judgment, deems
necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof or
(2) to pay any other amount chargeable to the Borrowers pursuant to the terms of this
Agreement, including costs, fees and expenses as described in Section 14.7 (any of
such advances are herein referred to as “Agent Advances”); provided, that
the Majority Lenders may at any time revoke the Agent’s authorization to make Agent
Advances. Any such revocation must be in writing and shall become effective prospectively
upon the Agent’s receipt thereof. Agent Advances shall not be made as Ex-Im Bank Revolving
Loans.





     (ii) The Agent Advances shall be secured by the Agent’s Liens in and to the Collateral
and shall constitute Base Rate Revolving Loans and Obligations hereunder.


(j) Making of Ex-Im Bank Revolving Loans.




     (i) If Agent elects, with the consent of the Bank, to have the terms of this
Section 1.2(j) apply to a requested Borrowing and if all other conditions precedent
thereto (whether expressly set forth in this Agreement or otherwise imposed by the Bank),
including without limitation, the qualification of such Revolving Loan as an Ex-Im Bank
Guaranteed Loan under the Ex-Im Bank Working Capital Guarantee Program and the execution and
delivery by the applicable Borrowers of the Ex-Im Loan Documents, have been satisfied, the
Bank shall make a Revolving Loan in the amount of that Borrowing available to the Borrowers
that are eligible borrowers under an Ex-Im Bank Guaranteed Loan on the applicable Funding
Date by transferring same day funds to such Borrowers’ Designated Account. Each Revolving
Loan made solely by the Bank pursuant to this Section, or any Revolving Loan made under this
Agreement that qualifies as an Ex-Im Bank Guaranteed Loan under the Borrowers’ Ex-Im
Agreement, is herein referred to as an “Ex-Im Bank Revolving Loan”, and such
Revolving Loans are collectively referred to as the “Ex-Im Bank Revolving Loans”.
Each Ex-Im Bank Revolving Loan shall be subject to all the terms and conditions applicable
to other Revolving Loans, except to the extent of the provisions of the Borrowers’ Ex-Im
Agreement and all other Ex-Im Loan Documents executed by any Borrower, which shall control
in the event of any inconsistency. The aggregate amount of Ex-Im Bank Revolving Loans
outstanding at any time shall not exceed the limitation set forth in
clause (a)(iv)
of the definition of “Borrowing Base”. The Agent shall not request the Bank to make
any Ex-Im Bank Revolving Loan if (1) the Agent has received written notice from any Lender
that one or more of the applicable conditions precedent set forth in Article 8 or
any other condition precedent thereto will not be satisfied on the requested Funding Date
for the applicable Borrowing, or (2) the requested Borrowing would exceed Availability on
that Funding Date.



     (ii) The Ex-Im Bank Revolving Loans shall be secured by the Agent’s Liens in and to the
Collateral, subject to the Ex-Im Loan Documents executed by the Borrowers, and shall
constitute Base Rate Revolving Loans or LIBOR Rate Loans, as the



5









 





     case may be, and Obligations hereunder and shall be guaranteed by the Ex-Im Bank to the
extent provided in the Master Ex-Im Bank Guarantee.



     1.3 Letters of Credit



     (a) Agreement to Issue or Cause To Issue. Subject to the terms and conditions of this
Agreement, the Agent agrees (i) to cause the Letter of Credit Issuer to issue for the account of
the Borrowers one or more commercial/documentary and standby letters of credit (“Letter of
Credit”) and/or (ii) to provide credit support or other enhancement to a Letter of Credit
Issuer acceptable to Agent, which issues a Letter of Credit for the account of the Borrowers (any
such credit support or enhancement being herein referred to as a “Credit Support”) from
time to time during the term of this Agreement.



     (b) Amounts; Outside Expiration Date. The Agent shall not have any obligation to
issue or cause to be issued any Letter of Credit or to provide Credit Support for any Letter of
Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater
than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the
requested Letter of Credit and all commissions, fees, and charges due from the Borrowers in
connection with the opening thereof would exceed Availability at such time; or (iii) such Letter of
Credit has an expiration date less than 30 days prior to the Stated Termination Date or more than
12 months from the date of issuance for standby letters of credit and 180 days for documentary
letters of credit. With respect to any Letter of Credit which contains any “evergreen” or
automatic renewal provision, each Lender shall be deemed to have consented to any such extension or
renewal unless any such Lender shall have provided to the Agent, written notice that it declines to
consent to any such extension or renewal at least thirty (30) days prior to the date on which the
Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of
the requirements of this Section 1.3 are met and no Default or Event of Default has
occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.



     (c) Other Conditions. In addition to conditions precedent contained in Article
8, the obligation of the Agent to issue or to cause to be issued any Letter of Credit or to
provide Credit Support for any Letter of Credit is subject to the following conditions precedent
having been satisfied in a manner reasonably satisfactory to the Agent:




     (i) The Borrowers shall have delivered to the Letter of Credit Issuer, at such times
and in such manner as such Letter of Credit Issuer may prescribe, an application in form and
substance satisfactory to such Letter of Credit Issuer and reasonably satisfactory to the
Agent for the issuance of the Letter of Credit and such other documents as may be required
pursuant to the terms thereof, and the form, terms and purpose of the proposed Letter of
Credit shall be reasonably satisfactory to the Agent and the Letter of Credit Issuer; and




     (ii) As of the date of issuance, no order of any court, arbitrator or Governmental
Authority shall purport by its terms to enjoin or restrain money center banks generally from
issuing letters of credit of the type and in the amount of the proposed Letter of Credit,
and no law, rule or regulation applicable to money center



6









 




banks generally and no request or directive (whether or not having the force of law)
from any Governmental Authority with jurisdiction over money center banks generally shall
prohibit, or request that the proposed Letter of Credit Issuer refrain from, the issuance of
letters of credit generally or the issuance of such Letters of Credit.




     (d) Issuance of Letters of Credit.




     (i) Request for Issuance. A Borrower requesting a Letter of Credit must notify
the Agent of a requested Letter of Credit at least three (3) Business Days prior to the
proposed issuance date. Such notice shall be irrevocable and must specify the original face
amount of the Letter of Credit requested, the Business Day of issuance of such requested
Letter of Credit, whether such Letter of Credit may be drawn in a single or in partial
draws, the Business Day on which the requested Letter of Credit is to expire, the purpose
for which such Letter of Credit is to be issued, and the beneficiary of the requested Letter
of Credit. The Borrowers shall attach to such notice the proposed form of the Letter of
Credit. All Letters of Credit hereunder shall be issued in Dollars, or, with the Letter of
Credit Issuer’s consent, another currency in which the Letter of Credit Issuer shall be
willing to issue Letters of Credit. All letters of credit issued under the Existing Credit
Agreement and outstanding on the First Amendment Closing Date shall constitute Letters of
Credit issued under this Agreement.




     (ii) Responsibilities of the Agent; Issuance. As of the Business Day
immediately preceding the requested issuance date of the Letter of Credit, the Agent shall
determine the amount of the applicable Unused Letter of Credit Subfacility and Availability.
If (x) the face amount of the requested Letter of Credit is less than the Unused Letter of
Credit Subfacility and (y) the amount of such requested Letter of Credit and all
commissions, fees, and charges due from the Borrowers in connection with the opening thereof
would not exceed Availability, the Agent shall cause the Letter of Credit Issuer to issue
the requested Letter of Credit on the requested issuance date so long as the other
conditions hereof are met.




     (iii) No Extensions or Amendment. The Agent shall not be obligated to cause
the Letter of Credit Issuer to extend or amend any Letter of Credit issued pursuant hereto
unless the requirements of this Section 1.3 are met as though a new Letter of Credit
were being requested and issued.



     (e) Payments Pursuant to Letters of Credit. Each Borrower agrees to reimburse
immediately the Letter of Credit Issuer for any draw under any Letter of Credit and the Agent for
the account of the Lenders upon any payment pursuant to any Credit Support in Dollars (or, if
payment of the draw thereunder was made by the Letter of Credit Issuer or the Agent in a currency
other than Dollars, an amount equal to the Dollar equivalent of such currency, as determined by the
Letter of Credit Issuer or the Agent, as of the time of the Letter of Credit Issuer ‘s or Agent’s
payment of such draw under such Letter of Credit or payment under such Credit Support, in each
case), and to pay the Letter of Credit Issuer the amount of all other charges and fees payable to
the Letter of Credit Issuer in connection with any Letter of Credit immediately when due,
irrespective of any claim, setoff, defense or other right which any Borrower may have at any time
against the Letter of Credit Issuer or any other Person. Unless



7









 




otherwise reimbursed directly by the Borrowers, each drawing under any Letter of Credit shall
constitute a request by a Borrower to the Agent for a Borrowing of a Base Rate Revolving Loan in
the amount of such drawing, in which case, the amounts to be reimbursed if the Letter of Credit was
issued in a currency other than Dollars, shall be immediately converted into Dollars. The Funding
Date with respect to such borrowing shall be the date of such drawing.




     (f) Indemnification; Exoneration; Power of Attorney.




     (i) Indemnification. In addition to amounts payable as elsewhere provided in
this Section 1.3, the Borrowers agrees to protect, indemnify, pay and save the
Lenders and the Agent harmless from and against any and all claims, demands, liabilities,
damages, losses, costs, charges and expenses (including reasonable outside attorneys’ fees)
which any Lender or the Agent (other than a Lender in its capacity as Letter of Credit
Issuer) may incur or be subject to as a consequence, direct or indirect, of the issuance of
any Letter of Credit or the provision of any Credit Support or enhancement in connection
therewith. The Borrowers’ obligations under this Section shall survive payment of all other
Obligations.




     (ii) Assumption of Risk by the Borrowers. As among the Borrowers, the Lenders,
and the Agent, the Borrowers assume all risks of the acts and omissions of, or misuse of any
of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In
furtherance and not in limitation of the foregoing, the Lenders and the Agent shall not be
responsible for: (A) the form, validity, sufficiency, accuracy, genuineness or legal effect
of any document submitted by any Person in connection with the application for and issuance
of and presentation of drafts with respect to any of the Letters of Credit, even if it
should prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or
forged; (B) the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder
or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for
any reason; (C) the failure of the beneficiary of any Letter of Credit to comply duly with
conditions required in order to draw upon such Letter of Credit; (D) errors, omissions,
interruptions, or delays in transmission or delivery of any messages, by mail, cable,
telegraph, telex or otherwise, whether or not they be in cipher; (E) errors in
interpretation of technical terms; (F) any loss or delay in the transmission or otherwise of
any document required in order to make a drawing under any Letter of Credit or of the
proceeds thereof; (G) the misapplication by the beneficiary of any Letter of Credit of the
proceeds of any drawing under such Letter of Credit; (H) any consequences arising from
causes beyond the control of the Lenders or the Agent, including any act or omission,
whether rightful or wrongful, of any present or future de jure or de facto Governmental
Authority or (I) the Letter of Credit Issuer’s honor of a draw for which the draw or any
certificate fails to comply in any respect with the terms of the Letter of Credit. None of
the foregoing shall affect, impair or prevent the vesting of any rights or powers of the
Agent or any Lender under this Section 1.4(f).




     (iii) Exoneration. Without limiting the foregoing, no action or omission
whatsoever by Agent or any Lender (excluding any Lender in its capacity as a Letter of



8









 






Credit Issuer) shall result in any liability of Agent or any Lender to the Borrowers,
or relieve the Borrowers of any of their obligations hereunder to any such Person.




     (iv) Rights Against Letter of Credit Issuer. Nothing contained in this
Agreement is intended to limit the Borrowers’ rights, if any, with respect to the Letter of
Credit Issuer which arise as a result of the letter of credit application and related
documents executed by and between the Borrowers and the Letter of Credit Issuer.




     (v) Account Party. The Borrowers hereby authorize and direct any Letter of
Credit Issuer to name any requesting Borrower as the “Account Party” therein and to
deliver to the Agent all instruments, documents and other writings and Property received by
the Letter of Credit Issuer pursuant to the Letter of Credit, and to accept and rely upon
the Agent’s instructions and agreements with respect to all matters arising in connection
with the Letter of Credit or the application therefor.



     (g) Supporting Letter of Credit; Cash Collateral. If, notwithstanding the provisions
of Section 1.3(b) and Section 10.1, any Letter of Credit or Credit Support is
outstanding upon the termination of this Agreement, then upon such termination the Borrowers shall
deposit with the Agent, for the ratable benefit of the Agent and the other Secured Parties, with
respect to each Letter of Credit or Credit Support then outstanding, either (i) cash in a cash
collateral account in an amount equal to 100% of the greatest amount for which such Letter of
Credit or such Credit Support may be drawn plus any commissions, fees and expenses
associated with such Letter of Credit or such Credit Support, under which collateral account the
Agent is entitled to draw amounts necessary to reimburse the Agent and the Lenders for payments to
be made by the Agent and the Lenders under such Letter of Credit or Credit Support and any fees and
expenses associated with such Letter of Credit or Credit Support or (ii) a standby letter of credit
(a “Supporting Letter of Credit”) in form and substance satisfactory to the Agent, issued
by an issuer satisfactory to the Agent in an amount equal to 100% of the greatest amount for which
such Letter of Credit or such Credit Support may be drawn plus any commissions, fees and
expenses associated with such Letter of Credit or such Credit Support, under which Supporting
Letter of Credit the Agent is entitled to draw amounts necessary to reimburse the Agent and the
Lenders for payments to be made by the Agent and the Lenders under such Letter of Credit or Credit
Support and any fees and expenses associated with such Letter of Credit or Credit Support. Such
cash collateral account or Supporting Letter of Credit shall be held by the Agent, for the ratable
benefit of the Agent and the other Secured Parties, as security for, and to provide for the payment
of, the aggregate undrawn amount of such Letters of Credit or such Credit Support remaining
outstanding. The Borrowers shall, on demand by the Letter of Credit Issuer or the Agent from time
to time, cash collateralize the Letter of Credit Obligations of any Defaulting Lender.



     (h) Resignation of Letter of Credit Issuer. The Letter of Credit Issuer may resign at
any time upon notice to the Agent and the Borrowers. On the effective date of such resignation,
the Letter of Credit Issuer shall have no further obligation to issue, amend, renew, extend or
otherwise modify any Letter of Credit, but shall continue to have the benefits of Sections
1.3, 12.7 and 14.11 with respect to any Letters of Credit issued or other
actions taken prior to the Letter of Credit Issuer’s resignation. The Agent shall promptly appoint
a replacement Letter of



9









 




Credit Issuer which, so long as no Event of Default exists, shall be reasonably acceptable to
the Borrowers.




     1.4 Bank Products



     A Borrower may request and the Agent may, in its sole and absolute discretion, arrange for
such Borrower to obtain from the Bank or the Bank’s Affiliates Bank Products although such Borrower
is not required to do so. If Bank Products are provided by an Affiliate of the Bank, the Borrowers
agree to indemnify and hold the Agent, the Bank and the Lenders harmless from any and all costs and
obligations now or hereafter incurred by the Agent, the Bank or any of the Lenders which arise from
any indemnity given by the Agent to its Affiliates related to such Bank Products; provided,
however, nothing contained herein is intended to limit any Borrower’s rights, with respect
to the Bank or its Affiliates, if any, which arise as a result of the execution of documents by and
between any such Borrower or Borrowers and the Bank which relate to Bank Products. The agreement
contained in this Section shall survive termination of this Agreement. The Borrowers acknowledge
and agree that the obtaining of Bank Products from the Bank or the Bank’s Affiliates (a) is in the
sole and absolute discretion of the Bank or the Bank’s Affiliates, and (b) is subject to all rules
and regulations of the Bank or the Bank’s Affiliates. Each Borrower agrees that the Bank is not
obligated to provide such services. This paragraph in no way prohibits any of the Borrowers from
obtaining other products from other Lenders so long as such transaction does not otherwise violate
this Agreement.



     1.5 Increase of the Commitments



     (a) Requests for Increase by Borrowers. The Borrowers may request that the
Commitments be increased by up to $50,000,000 (each such proposed increase being a “Commitment
Increase”) and, upon such request, the Borrowers (or upon the request of the Borrowers, the
Agent) may solicit additional financial institutions to become Lenders for purposes of this
Agreement, or to encourage any Lender to increase its Commitment (each an “Increasing
Lender”), provided that:




     (i) the minimum amount of the Commitment Increase shall be $10,000,000 or a larger
multiple of $5,000,000 in excess thereof;




     (ii) immediately after giving effect to such Commitment Increase, the total Commitments
of all of the Lenders hereunder shall not exceed $150,000,000;




     (iii) each Lender which is a party to this Agreement prior to such increase shall have
the first option, and may elect to fund its Pro Rata Share of the amount of the increase in
the Commitments (or any such greater amount in the event that one or more Lenders does not
elect to fund its respective Pro Rata Share of the amount of the increase in the
Commitments), thereby increasing its Commitment hereunder, but no Lender shall have the
obligation to do so;




     (iv) in the event that it becomes necessary to include a new financial institution to
fund the amount of the increase in the Commitments, each such financial institution shall be
an Eligible Assignee that is reasonably acceptable to the Agent and Parent and each such
financial institution shall become a Lender hereunder and agree to become



10









 






party to, and shall assume and agree to be bound by, this Agreement, subject to all
terms and conditions hereof (each an “Assuming Lender”);




     (v) no Default or Event of Default shall have occurred and be continuing on such
Commitment Increase Date or shall result from the proposed Commitment Increase;




     (vi) the representations and warranties contained in this Agreement which are qualified
by an exception for Material Adverse Effect shall be true and correct on and as of the
Commitment Increase Date as if made on and as of such date (or, if any such representation
or warranty is expressly stated to have been made as of a specific date, as of such specific
date) and all other representations and warranties contained in this Agreement shall be true
and correct in all material respects on and as of the Commitment Increase Date as if made on
and as of such date (or, if any such representation or warranty is expressly stated to have
been made as of a specific date, as of such specific date);




     (vii) the conditions set forth in Section 8.2 shall be satisfied;




     (viii) the Commitment Increase shall constitute permitted “Credit Agreement”
debt under Section 4.09(1) of the Senior Secured Notes Indenture and shall be
secured by “Permitted Liens” described under clause (1) of the definition thereof in
the Senior Secured Notes Indenture;




     (ix) the Borrowers shall pay to the Agent, for the benefit of the Lenders, such fees as
may be agreed to by the parties; and




     (x) the Borrowers shall execute such Revolving Loan Notes as are necessary to reflect
the increase in the Commitments.



     (b) Effectiveness of Commitment Increase by the Borrowers. Each Assuming Lender, if
any, shall become a Lender hereunder as of the Commitment Increase Date established pursuant to
Section 1.5(d) and the Commitment of any Increasing Lender and such Assuming Lender shall
be increased as of such Commitment Increase Date; provided that:




     (i) the Agent shall have received on or prior to 11:00 a.m., New York, New York time,
on such Commitment Increase Date, a certificate of a duly authorized officer of the Parent
stating that each of the applicable conditions to such Commitment Increase set forth in the
foregoing paragraph (a) has been satisfied; and




     (ii) each Assuming Lender or Increasing Lender shall have delivered to the Agent, on or
prior to 11:00 a.m., New York, New York time, on such Commitment Increase Date, an
agreement, in form and substance reasonably satisfactory to the Borrowers and the Agent,
pursuant to which such Lender shall, effective as of such Commitment Increase Date, acquire
a Commitment or an increase of Commitment, duly executed by such Assuming Lender or
Increasing Lender and the Borrowers and acknowledged by the Agent. Any Assuming Lender
shall be required to have a Commitment of not less than $10,000,000 (unless otherwise agreed
by the Agent and the Parent in their discretion).



11









 





     (c) Recordation. Upon its receipt of an agreement referred to in clause
(b)(ii) above executed by an Assuming Lender or any Increasing Lender, together with the
certificate referred to in clause (b)(i) above, the Agent shall, if such agreement has been
completed, (x) accept such agreement, (y) record the information contained therein in its records
maintained for such purpose in accordance with Section 3.10 and (z) give prompt notice
thereof to the Borrowers. This Agreement shall be amended by the Agent and the Borrowers to
reflect the addition of each Assuming Lender or each increase in Commitment of an Increasing
Lender.



     (d) Commitment Increase Date; Adjustments of Borrowings upon Effectiveness of
Increase. If any requested increase in the Commitments is agreed to in accordance with this
Section 1.5, the Agent and the Borrowers shall determine the effective date of such
increase (the “Commitment Increase Date”). The Agent, with the consent and approval of the
Borrowers, shall promptly confirm in writing to the Lenders the final allocation of such Commitment
Increase and the Commitment Increase Date. On the date of such Commitment Increase, the Borrowers
shall (A) prepay the outstanding Revolving Loans (if any) in full, (B) simultaneously borrow new
Revolving Loans (which Revolving Loans shall be Base Rate Loans) hereunder in an amount equal to
such prepayment; provided that with respect to subclauses (A) and (B), (x)
the prepayment to, and borrowing from, any existing Lender shall be effected by book entry to the
extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from
such Lender and (y) the existing Lenders, the Increasing Lenders and the Assuming Lenders shall
make and receive payments among themselves, in a manner acceptable to the Agent, so that, after
giving effect thereto, the Loans are held ratably by the Lenders in accordance with the respective
Commitments of such Lenders (after giving effect to such Commitment Increase) and (C) pay to the
Lenders the amounts, if any, payable under Section 4.4 as a result of any such prepayment.
Concurrently therewith, the Lenders shall be deemed to have adjusted their participation interests
in any outstanding Letters of Credit or Credit Support so that such interests are held ratably in
accordance with their Pro Rata Shares in respect of the Commitments as so increased.



ARTICLE 2

INTEREST AND FEES




     2.1 Interest



     (a) Interest Rates. All outstanding Obligations shall bear interest on the unpaid
principal amount thereof (including, to the extent permitted by law, on interest thereon not paid
when due) from the date made until paid in full in immediately available funds at a rate determined
by reference to the Base Rate or the LIBOR Rate plus the Applicable Margins as set forth
below, but not to exceed the Maximum Rate. If at any time Loans are outstanding with respect to
which a Borrower has not delivered to the Agent a notice specifying the basis for determining the
interest rate applicable thereto in accordance herewith, those Loans shall bear interest at a rate
determined by reference to the Base Rate until notice to the contrary has been given to the Agent
in accordance with this Agreement and such notice has become effective. Except as otherwise
provided herein, the outstanding Obligations shall bear interest as follows:



12









 






     (i) For all Base Rate Revolving Loans and other Obligations (other than LIBOR Rate
Loans) at a fluctuating per annum rate equal to the Base Rate plus the Applicable
Margin;




     (ii) For all LIBOR Revolving Loans at a per annum rate equal to the LIBOR Rate
plus the Applicable Margin.


Each change in the Base Rate shall be reflected in the interest rate applicable to Base Rate Loans
as of the effective date of such change. All interest charges shall be computed on the basis of a
year of 360 days and actual days elapsed (which results in more interest being paid than if
computed on the basis of a 365 day year). The Borrowers shall pay to the Agent, for the ratable
benefit of Lenders, interest accrued on all Base Rate Loans in arrears on the first day of each
month hereafter and on the Termination Date. The Borrowers shall pay to the Agent, for the ratable
benefit of Lenders, interest on all LIBOR Rate Loans in arrears on each LIBOR Interest Payment
Date.




     (b) Default Rate. If any Event of Default occurs and is continuing and the Required
Lenders in their discretion so elect, then, while any such Event of Default is continuing, all of
the Obligations shall bear interest at the Default Rate applicable thereto, except in the case of
an Event of Default under Section 9.1(e), (f), (g) or (h) of this
Agreement in each of which cases all of the Obligations shall automatically and immediately bear
interest at the Default Rate applicable thereto.



     2.2 Continuation and Conversion Elections



     (a) The Borrowers may:




     (i) elect, as of any Business Day, in the case of Base Rate Loans to convert any Base
Rate Loans (or any part thereof in an amount not less than $3,000,000, or that is in an
integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Loans; or




     (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR
Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount
not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess
thereof);


provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any
Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than
$1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans;
provided further that if the notice shall fail to specify the duration of the
Interest Period, such Interest Period shall be 30 days.




     (b) The Borrowers shall deliver a notice of continuation/conversion (“Notice of
Continuation/Conversion”) to the Agent not later than 12:00 noon (New York, New York time) at
least three (3) Business Days in advance of the Continuation/Conversion Date, if the Loans are to
be converted into or continued as LIBOR Rate Loans and specifying:




     (i) the proposed Continuation/Conversion Date;



13









 






     (ii) the aggregate amount of Loans to be converted or renewed;




     (iii) the type of Loans resulting from the proposed conversion or continuation; and




     (iv) the duration of the requested Interest Period, provided, however,
the Borrowers may not select an Interest Period that ends after the Stated Termination Date.



     (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the
Borrowers have failed to select timely a new Interest Period to be applicable to LIBOR Rate Loans
or if any Default or Event of Default then exists, the Borrowers shall be deemed to have elected to
convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such
Interest Period.



     (d) The Agent will promptly notify each Lender of its receipt of a Notice of
Continuation/Conversion. All conversions and continuations shall be made ratably according to the
respective outstanding principal amounts of the Loans with respect to which the notice was given
held by each Lender.



     (e) There may not be more than six (6) different LIBOR Rate Loans in effect hereunder at any
time.



     2.3 Maximum Interest Rate



     In no event shall any interest rate provided for hereunder exceed the maximum rate legally
chargeable by any Lender under applicable law for such Lender with respect to loans of the type
provided for hereunder (the “Maximum Rate”). If, in any month, any interest rate, absent
such limitation, would have exceeded the Maximum Rate, then the interest rate for that month shall
be the Maximum Rate, and, if in future months, that interest rate would otherwise be less than the
Maximum Rate, then that interest rate shall remain at the Maximum Rate until such time as the
amount of interest paid hereunder equals the amount of interest which would have been paid if the
same had not been limited by the Maximum Rate. In the event that, upon payment in full of the
Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less
than the total amount of interest which would, but for this Section 2.3, have been paid or
accrued if the interest rate otherwise set forth in this Agreement had at all times been in effect,
then the Borrowers shall, to the extent permitted by applicable law, pay the Agent, for the account
of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest which
would have been charged if the Maximum Rate had, at all times, been in effect or (ii) the amount of
interest which would have accrued had the interest rate otherwise set forth in this Agreement, at
all times, been in effect over (b) the amount of interest actually paid or accrued under this
Agreement. If a court of competent jurisdiction determines that the Agent and/or any Lender has
received interest and other charges hereunder in excess of the Maximum Rate, such excess shall be
deemed received on account of, and shall automatically be applied to reduce, the Obligations other
than interest, in the inverse order of maturity, and if there are no Obligations outstanding, the
Agent and/or such Lender shall refund to the Borrowers such excess.




14












 





     2.4 Agent Fees



     The Borrowers agree to pay the Agent the fees due and payable from time to time (the
“Agent Fees”) as set forth in the Fee Letter.



     2.5 Unused Line Fee



     On the first day of each month and on the Termination Date the Borrowers agree to pay to the
Agent, for the account of the Lenders, in accordance with their respective Pro Rata Shares, an
unused line fee (the “Unused Line Fee”) equal to the amount by which the Maximum Revolver
Amount exceeded the sum of the average daily balance of Revolving Loans and the average daily
undrawn stated amount of outstanding Letters of Credit during the immediately preceding month or
shorter period if calculated for the first month hereafter or on the Termination Date times the
Unused Line Fee Percentage. The Unused Line Fee shall be computed on the basis of a 360 day year
for the actual number of days elapsed. All principal payments received by the Agent shall be
deemed to be credited to the Borrowers’ Loan Account immediately upon receipt for purposes of
calculating the Unused Line Fee pursuant to this Section 2.5.



     2.6 Letter of Credit Fee



     The Borrowers agree to pay to the Agent, for the account of the Lenders, in accordance with
their respective Pro Rata Shares, for each Letter of Credit, a fee (the “Letter of Credit
Fee”) equal to the Letter of Credit Fee Percentage per annum in effect from time to time and to
Agent for the benefit of the Letter of Credit Issuer a fronting fee of one eighth of one percent
(0.125%) per annum of the undrawn face amount of each Letter of Credit, and to the Letter of Credit
Issuer, all out of pocket costs, fees and expenses incurred by the Letter of Credit Issuer in
connection with the application for, processing of, issuance of, or amendment to any Letter of
Credit, which costs, fees and expenses shall include a “fronting fee” payable to the Letter of
Credit Issuer. The Letter of Credit Fee shall be payable monthly in arrears on the first day of
each month following any month in which a Letter of Credit is outstanding and on the Termination
Date. The Letter of Credit Fee shall be computed on the basis of a 360 day year for the actual
number of days elapsed.



ARTICLE 3

PAYMENTS AND PREPAYMENTS




     3.1 Revolving Loans



     The Borrowers shall repay the outstanding principal balance of the Revolving Loans,
plus all accrued but unpaid interest thereon, on the Termination Date. The Borrowers may
prepay Revolving Loans at any time without premium or penalty, and reborrow subject to the terms of
this Agreement. In addition, and without limiting the generality of the foregoing, upon demand the
Borrowers shall pay to the Agent, for account of the Lenders, the amount, without duplication, by
which the Aggregate Revolver Outstandings exceeds the lesser of the Borrowing Base or the Maximum
Revolver Amount.



15









 





     3.2 Termination of Facility



     The Borrowers may terminate this Agreement upon at least ten (10) Business Days’ notice to the
Agent and the Lenders, upon (a) the payment in full of all outstanding Revolving Loans, together
with accrued interest thereon, and the cancellation and return of all outstanding Letters of Credit
or issuance of a supporting letter of credit, in form and substance acceptable to the Agent and the
Letter of Credit Issuer in their sole discretion, pursuant to Section 1.3(g), (b) the
payment in full in immediately available funds of all reimbursable expenses and other Obligations,
and (c) with respect to any LIBOR Rate Loans prepaid, payment of the amounts due under Section
4.4, if any.



     3.3 Voluntary Reduction of Facility



     The Borrowers may permanently reduce the Commitments, based on each Lender’s Pro Rata Share,
upon at least ten (10) Business Days’ notice to the Agent and the Lenders, which notice shall
specify the amount of the reduction and shall be irrevocable once given. Each reduction shall be
in a minimum amount of $5,000,000, or an increment of $1,000,000 in excess thereof;
provided, however, that in no event shall the Commitments be reduced, pursuant to
this Section 3.3, to less than $75,000,000.



     3.4 [Reserved]



     3.5 LIBOR Rate Loan Prepayments



     In connection with any prepayment, if any LIBOR Rate Loans are prepaid prior to the expiration
date of the Interest Period applicable thereto, the Borrowers shall pay to the Lenders the amounts
described in Section 4.4, unless the Lenders agree to waive such payment.



     3.6 Payments by the Borrowers



     (a) All payments to be made by the Borrowers shall be made without set off, recoupment or
counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers shall
be made to the Agent for the account of the Lenders, at the account designated by the Agent and
shall be made in Dollars and in immediately available funds, no later than 12:00 noon (New York,
New York time) on the date specified herein. Any payment received by the Agent after such time
shall be deemed (for purposes of calculating interest only) to have been received on the following
Business Day and any applicable interest shall continue to accrue.



     (b) Subject to the provisions set forth in the definition of “Interest Period”, whenever any
payment is due on a day other than a Business Day, such payment shall be due on the following
Business Day, and such extension of time shall in such case be included in the computation of
interest or fees, as the case may be.



     3.7 Payments as Revolving Loans



     At the election of Agent, all payments of principal, interest, reimbursement obligations in
connection with Letters of Credit and Credit Support for Letters of Credit, fees, premiums,
reimbursable expenses and other sums payable hereunder, may be paid from the proceeds of



16









 




Revolving Loans made hereunder. The Borrowers hereby irrevocably authorize the Agent to
charge the Loan Account for the purpose of paying all amounts from time to time due hereunder and
agrees that all such amounts charged shall constitute Revolving Loans (including Ex-Im Bank
Revolving Loans, Non Ratable Loans and Agent Advances).




     3.8 Apportionment, Application and Reversal of Payments



     (a) Principal and interest payments shall be apportioned ratably among the Lenders (according
to the unpaid principal balance of the Loans to which such payments relate held by each Lender),
payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for
fees payable solely to Agent and the Letter of Credit Issuer and except as provided in Section
11.1(b) and payments with respect to Secured Bank Product Obligations shall be apportioned
ratably among the Secured Bank Product Providers. All payments shall be remitted to the Agent in
accordance with Section 3.6(a) above at the times and in the amounts set forth herein;
provided that if no such payment date is specified, payments shall be made upon demand.



     (b) Notwithstanding anything herein to the contrary, during an Event of Default, monies to be
applied to the Obligations, whether arising from payments by the Borrowers, realization on
Collateral, setoff or otherwise, shall be allocated as follows: first, to pay any fees,
indemnities or expense reimbursements then due to the Agent from the Borrowers; second, to
pay any fees, indemnities or expense reimbursements then due to the Lenders from the Borrowers
(other than amounts relating to Secured Bank Product Obligations); third, to pay interest
due in respect of all Loans, including Ex-Im Bank Revolving Loans, Non Ratable Loans and Agent
Advances (other than amounts relating to Secured Bank Product Obligations); fourth, to pay
or prepay principal of the Non Ratable Loans and Agent Advances and Ex-Im Bank Revolving Loans;
fifth, to pay or prepay principal of the Revolving Loans (other than Ex-Im Bank Revolving
Loans, Non Ratable Loans and Agent Advances), Noticed Hedges up to the amount of the Bank Product
Reserve established with respect thereto, and unpaid reimbursement obligations in respect of
Letters of Credit; sixth, to pay an amount to Agent equal to all outstanding Letter of
Credit Obligations to be held as cash collateral for such Obligations; and seventh, to the
payment of any other Obligation including any amounts relating to Secured Bank Product Obligations
not otherwise paid above. Amounts distributed with respect to any Secured Bank Product Obligations
shall be the lesser of the maximum Secured Bank Product Obligations last reported to the Agent or
the actual Secured Bank Product Obligations as calculated by the methodology reported to the Agent
for determining the amount due. The Agent shall have no obligation to calculate the amount to be
distributed with respect to any Secured Bank Product Obligations, and may request a reasonably
detailed calculation of such amount from the applicable Secured Bank Product Provider. If a
Secured Bank Product Provider fails to deliver such calculation within five (5) Business Days
following request by the Agent, the Agent may assume the amount to be distributed is zero.
Notwithstanding anything to the contrary contained in this Agreement, unless so directed by a
Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any
Lender shall apply any payments which it receives to any LIBOR Rate Loan, except (a) on the
expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event,
and only to the extent, that there are no outstanding Base Rate Loans and, in any event, the
Borrowers shall pay LIBOR breakage losses in accordance with Section 4.4. The Agent and
the Lenders shall have the continuing and



17









 




exclusive right to apply and reverse and reapply any and all such proceeds and payments to any
portion of the Obligations.




     3.9 Indemnity for Returned Payments



     If after receipt of any payment which is applied to the payment of all or any part of the
Obligations, the Agent, any Lender, the Bank or any Affiliate of the Bank is for any reason
compelled to surrender such payment or proceeds to any Person because such payment or application
of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a
preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the
Obligations or part thereof intended to be satisfied shall be revived and continued and this
Agreement shall continue in full force as if such payment or proceeds had not been received by the
Agent or such Lender and the Borrowers shall be liable to pay to the Agent and the Lenders, and
hereby does indemnify the Agent and the Lenders and hold the Agent and the Lenders harmless for the
amount of such payment or proceeds surrendered. The provisions of this Section 3.9 shall
be and remain effective notwithstanding any contrary action which may have been taken by the Agent
or any Lender in reliance upon such payment or application of proceeds, and any such contrary
action so taken shall be without prejudice to the Agent’s and the Lenders’ rights under this
Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds
having become final and irrevocable. The provisions of this Section 3.9 shall survive the
termination of this Agreement.



     3.10 Agent’s and Lenders’ Books and Records; Monthly Statements



     The Agent shall record the principal amount of the Loans owing to each Lender, the undrawn
face amount of all outstanding Letters of Credit and the aggregate amount of unpaid reimbursement
obligations outstanding with respect to the Letters of Credit from time to time on its books. In
addition, each Lender may note the date and amount of each payment or prepayment of principal of
such Lender’s Loans in its books and records. Failure by Agent or any Lender to make such notation
shall not affect the obligations of the Borrowers with respect to the Loans or the Letters of
Credit. The Borrowers agree that the Agent’s and each Lender’s books and records showing the
Obligations and the transactions pursuant to this Agreement and the other Loan Documents shall be
admissible in any action or proceeding arising therefrom, and shall constitute rebuttably
presumptive proof thereof, irrespective of whether any Obligation is also evidenced by a promissory
note or other instrument. The Agent will provide to the Borrowers a monthly statement of Loans,
payments, and other transactions pursuant to this Agreement. Such statement shall be deemed
correct, accurate, and binding on the Borrowers and an account stated (except for reversals and
reapplications of payments made as provided in Section 3.8 and corrections of errors
discovered by the Agent), unless a Borrower notifies the Agent in writing to the contrary within
thirty (30) days after such statement is rendered. In the event a timely written notice of
objections is given by any Borrower, only the items to which exception is expressly made will be
considered to be disputed by the Borrowers.



18









 





ARTICLE 4

TAXES, YIELD PROTECTION AND ILLEGALITY




     4.1 Taxes



     (a) Payments Free of Taxes. Subject to the immediately succeeding sentence, all
payments by the Borrowers of Obligations shall be free and clear of and without reduction for any
Taxes. If a Requirement of Law requires any Borrower or the Agent to withhold or deduct any Tax
(including backup withholding or withholding Tax), the withholding or deduction shall be based on
information provided pursuant to Section 4.1(c) and the Agent shall pay the amount withheld
or deducted to the relevant Governmental Authority. If the withholding or deduction is made on
account of Indemnified Taxes or Other Taxes, the sum payable by the Borrowers shall be increased so
that the Agent, Lender or Letter of Credit Issuer, as applicable, receives an amount equal to the
sum it would have received if no such withholding or deduction (including deductions applicable to
additional sums payable under this Section) had been made. Without limiting the foregoing, the
Borrowers shall timely pay all Other Taxes to the relevant Governmental Authorities.



     (b) Payment. The Borrowers shall indemnify, hold harmless and reimburse (within 10
days after demand therefor) the Agent, Lenders and Letter of Credit Issuer for any Indemnified
Taxes or Other Taxes (including those attributable to amounts payable under this Section) withheld
or deducted by any Borrower or the Agent, or paid by the Agent, any Lender or the Letter of Credit
Issuer, with respect to any Obligations, Letters of Credit or Loan Documents, whether or not such
Taxes were properly asserted by the relevant Governmental Authority, and including all penalties,
interest and reasonable expenses relating thereto, as well as any amount that a Lender or the
Letter of Credit Issuer fails to pay indefeasibly to the Agent under Section 4.1(c). A
certificate as to the amount of any such payment or liability delivered to the Company by the
Agent, or by a Lender or Letter of Credit Issuer (with a copy to the Agent), shall be conclusive,
absent manifest error. As soon as practicable after any payment of Taxes by a Borrower, the
Company shall deliver to the Agent a receipt from the Governmental Authority or other evidence of
payment satisfactory to the Agent.



     (c) Lender Tax Information.




     (i) Status of Lenders. Each Lender shall deliver documentation and information
to the Agent and the Company, at the times and in form required by a Requirement of Law or
reasonably requested by the Agent or the Borrower Agent, sufficient to permit the Agent or
the Borrowers to determine (A) whether or not payments made with respect to Obligations are
subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C)
such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes
for such payments or otherwise to establish such Lender’s status for withholding tax
purposes in the applicable jurisdiction.




     (ii) Documentation. If a Borrower is a resident for tax purposes in the United
States, any Lender that is a “United States person” within the meaning of section
7701(a)(30) of the Code shall deliver to the Agent and the Company IRS Form W-9 or such
other documentation or information prescribed by a Requirement of Law or



19









 






reasonably requested by the Agent or the Company to determine whether such Lender is
subject to backup withholding or information reporting requirements. If any Foreign Lender
is entitled to any exemption from or reduction of withholding tax for payments with respect
to the Obligations, it shall deliver to the Agent and the Company, on or prior to the date
on which it becomes a Lender hereunder (and from time to time thereafter upon request by the
Agent or the Company, but only if such Foreign Lender is legally entitled to do so), (A) IRS
Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United
States is a party; (B) IRS Form W-8ECI; (C) IRS Form W-8IMY and all required supporting
documentation; (D) in the case of a Foreign Lender claiming the benefits of the exemption
for portfolio interest under section 881(c) of the Code, IRS Form W-8BEN and a certificate
showing such Foreign Lender is not (I) a “bank” within the meaning of section 881(c)(3)(A)
of the Code, (II) a “10 percent shareholder” of any Borrower within the meaning of section
881(c)(3)(B) of the Code, or (III) a “controlled foreign corporation” described in section
881(c)(3)(C) of the Code; or (E) any other form prescribed by a Requirement of Law as a
basis for claiming exemption from or a reduction in withholding tax, together with such
supplementary documentation necessary to allow the Agent and the Borrowers to determine the
withholding or deduction required to be made.




     (iii) Lender Obligations. Each Lender and Letter of Credit Issuer shall
promptly notify the Borrowers and the Agent of any change in circumstances that would change
any claimed Tax exemption or reduction. Each Lender and Letter of Credit Issuer shall
indemnify, hold harmless and reimburse (within 10 days after demand therefor) the Borrowers
and the Agent for any Taxes, losses, claims, liabilities, penalties, interest and expenses
(including reasonable attorneys’ fees) incurred by or asserted against a Borrower or the
Agent by any Governmental Authority due to such Lender’s or Letter of Credit Issuer’s
failure to deliver, or inaccuracy or deficiency in, any documentation required to be
delivered by it pursuant to this Section. Each Lender and Letter of Credit Issuer
authorizes the Agent to set off any amounts due to the Agent under this Section against any
amounts payable to such Lender or Letter of Credit Issuer under any Loan Document.



     (d) Refunds. If the Agent, any Lender or the Letter of Credit Issuer determines that
it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by a
Borrower or with respect to which a Borrower has paid additional amounts pursuant to this
Section 4.1, it shall pay to such Borrower an amount equal to such refund (but only to the
extent of indemnity payments made, or additional amounts paid, by such Borrower under this
Section 4.1 with respect to the Taxes or Other Taxes giving rise to such refund), net of
all reasonable out-of-pocket expenses incurred by the Agent, such Lender or the Letter of Credit
Issuer, as the case may be, and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund), provided that such Borrower, upon the
request of the Agent, such Lender or the Letter of Credit Issuer, agrees to repay the amount paid
over to such Borrower (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Agent, such Lender or the Letter of Credit Issuer in the event the
Agent, such Lender or the Letter of Credit Issuer is required to repay such refund to such
Governmental Authority. This subsection shall not be construed to require the Agent, any Lender or
the Letter



20









 




of Credit Issuer to make available its tax returns (or any other information relating to its
taxes that it deems confidential) to a Borrower or any other Person.




     4.2 Illegality



     (a) If any Lender determines that the introduction of any Requirement of Law, or any change in
any Requirement of Law, or in the interpretation or administration of any Requirement of Law, has
made it unlawful, or that any central bank or other Governmental Authority has asserted that it is
unlawful, for any Lender or its applicable lending office to make LIBOR Rate Loans, then, on notice
thereof by that Lender to the Borrowers through the Agent, any obligation of that Lender to make
LIBOR Rate Loans shall be suspended until that Lender notifies the Agent and the Borrowers that the
circumstances giving rise to such determination no longer exist.



     (b) If a Lender determines that it is unlawful to maintain any LIBOR Rate Loan, the Borrowers
shall, upon its receipt of notice of such fact and demand from such Lender (with a copy to the
Agent), prepay in full such LIBOR Rate Loans of that Lender then outstanding, together with
interest accrued thereon, either on the last day of the Interest Period thereof, if that Lender may
lawfully continue to maintain such LIBOR Rate Loans to such day, or immediately, if that Lender may
not lawfully continue to maintain such LIBOR Rate Loans. If the Borrowers are required to so
prepay any LIBOR Rate Loans, then concurrently with such prepayment, the Borrowers shall borrow
from the affected Lender, in the amount of such repayment, a Base Rate Loan.



     4.3 Increased Costs and Reduction of Return



     (a) Except for Taxes, which shall be governed by Section 4.1, if any Lender or Letter
of Credit Issuer determines that due to either (i) the introduction of or any change in the
interpretation of any law or regulation or (ii) the compliance by that Lender or Letter of Credit
Issuer with any guideline or request from any central bank or other Governmental Authority (whether
or not having the force of law), there shall be any increase in the cost to such Lender or Letter
of Credit Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or
issuing, maintaining or participating in any Letter of Credits, then the Borrowers shall be liable
for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent),
pay to the Agent for the account of such Lender or Letter of Credit Issuer, additional amounts as
are sufficient to compensate such Lender for such increased costs. Notwithstanding the foregoing,
the Borrowers shall not be liable to the Agent or any Lender or the Letter of Credit Issuer for any
amounts claimed under this Section 4.3(a) in connection with events that occurred more than
180 days before the Borrowers’ receipt of a Lender’s or Letter of Credit Issuer’s request claiming
entitlement to such compensation.



     (b) If any Lender or Letter of Credit Issuer shall have determined that (i) the introduction
of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any
change in the interpretation or administration of any Capital Adequacy Regulation by any central
bank or other Governmental Authority charged with the interpretation or administration thereof, or
(iv) compliance by such Lender, Letter of Credit Issuer or any corporation or other entity
controlling such Lender or Letter of Credit Issuer with any Capital



21









 




Adequacy Regulation, affects or would affect the amount of capital required or expected to be
maintained by such Lender, Letter of Credit Issuer or any corporation or other entity controlling
such Lender or Letter of Credit Issuer and (taking into consideration such Lender’s, such Letter of
Credit Issuer’s or such corporation’s or other entity’s policies with respect to capital adequacy
and such Lender’s or Letter of Credit Issuer’s desired return on capital) determines that the
amount of such capital is increased as a consequence of its Commitments, loans, credits or
obligations under this Agreement, then, upon demand of such Lender or Letter of Credit Issuer to
any Borrower through the Agent, the Borrowers shall pay to such Lender or Letter of Credit Issuer,
from time to time as specified by such Lender or Letter of Credit Issuer, additional amounts
sufficient to compensate such Lender or Letter of Credit Issuer for such increase. Notwithstanding
the foregoing, the Borrowers shall not be liable to the Agent or any Lender or the Letter of Credit
Issuer for any amounts claimed under this Section 4.3(b) in connection with events that
occurred more than 180 days before the Borrowers’ receipt of a Lender’s or Letter of Credit
Issuer’s request claiming entitlement to such compensation.




     4.4 Funding Losses



     The Borrowers shall reimburse each Lender and hold each Lender harmless from any loss or
expense which such Lender may sustain or incur as a consequence of:



     (a) the failure of any Borrower to make on a timely basis any payment of principal of any
LIBOR Rate Loan;



     (b) the failure of any Borrower to borrow, continue or convert a Loan after such Borrower has
given (or is deemed to have given) a Notice of Borrowing or a Notice of Continuation/Conversion; or



     (c) the prepayment or other payment (including after acceleration thereof) of any LIBOR Rate
Loans on a day that is not the last day of the relevant Interest Period, except in connection with
prepayments or other payments made pursuant to Section 4.2 hereof;


including any such loss of anticipated profit and any loss or expense arising from the liquidation
or reemployment of funds obtained by it to maintain its LIBOR Rate Loans or from fees payable to
terminate the deposits from which such funds were obtained.




     4.5 Inability to Determine Rates



     If the Agent determines that for any reason adequate and reasonable means do not exist for
determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate
Loan, or that the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR
Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the
Agent will promptly so notify the Borrowers and each Lender. Thereafter, the obligation of the
Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes
such notice in writing. Upon receipt of such notice, the Borrowers may revoke any Notice of
Borrowing or Notice of Continuation/Conversion then submitted by it. If the Borrowers do not
revoke such Notice, the Lenders shall make, convert or continue the Loans, as proposed by the
Borrowers, in the amount specified in the applicable



22









 




notice submitted by the Borrowers, but such Loans shall be made, converted or continued as
Base Rate Loans instead of LIBOR Rate Loans.




     4.6 Certificates of Agent



     If any Lender claims reimbursement or compensation under this Article 4, Agent shall
determine the amount thereof and shall deliver to the Borrowers (with a copy to the affected
Lender) a certificate setting forth in reasonable detail the amount payable to the affected Lender,
and such certificate shall be conclusive and binding on the Borrowers in the absence of manifest
error.



     4.7 Survival



     The agreements and obligations of the Borrowers in this Article 4 shall survive the
payment of all other Obligations.



     4.8 Mitigation; Mandatory Assignment



     Each Lender shall use reasonable efforts to avoid or mitigate any increased cost or suspension
of the availability of an interest rate under Sections 4.1 through 4.5 above to the
greatest extent practicable (including transferring the Loans to another lending office or
Affiliate of a Lender) unless, in the reasonable opinion of such Lender, such efforts would be
likely to have an adverse effect upon it. In the event a Lender makes a request to the Borrowers
for additional payments in accordance with Section 4.1, 4.2, 4.3 or
4.4, then, provided that no Default or Event of Default has occurred and is
continuing at such time, the Borrowers may, at their own expense (such expense to include, without
limitation, any transfer fee payable to the Agent under Section 11.2(a)) and in its sole
discretion, require such Lender to transfer and assign in whole (but not in part), without recourse
(in accordance with and subject to the terms and conditions of Section 11.2(a)), all of its
interests, rights and obligations under this Agreement to an Eligible Assignee which shall assume
such assigned obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (a) such assignment shall not conflict with any law, rule or
regulation or order of any court or other Governmental Authority and (b) the Borrowers or such
assignee shall have paid to the assigning Lender in immediately available funds the principal of
and interest accrued to the date of such payment on the portion of the Loans hereunder held by such
assigning Lender and all other amounts owed to such assigning Lender hereunder, including amounts
owed pursuant to Sections 4.1 through 4.5 hereof.



ARTICLE 5

BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES




     5.1 Books and Records



     Each Borrower shall maintain, at all times, correct and complete books, records and accounts
in which complete, correct and timely entries are made of its transactions in accordance with GAAP
applied consistently with the audited Financial Statements required to be delivered pursuant to
Section 5.2(a). Each Borrower shall, by means of appropriate entries, reflect in such
accounts and in all Financial Statements proper liabilities and reserves for all taxes and proper



23









 




provision for depreciation and amortization of Property and bad debts, all in accordance with
GAAP. Each Borrower shall maintain at all times books and records pertaining to the Collateral in
such detail, form and scope as the Agent or any Lender shall reasonably require, including, but not
limited to, records of (a) all payments received and all credits and extensions granted with
respect to the Accounts; (b) the return, rejection, repossession, stoppage in transit, loss,
damage, or destruction of any Inventory; and (c) all other dealings affecting the Collateral.




     5.2 Financial Information



     The Borrowers shall promptly furnish to each Lender, all such financial information as the
Agent shall reasonably request. Without limiting the foregoing, the Borrowers will furnish to the
Agent, in sufficient copies for distribution by the Agent to each Lender, in such detail as the
Agent or the Lenders shall request, the following:



     (a) As soon as available, but in any event not later than ninety (90) days after the close of
each Fiscal Year, consolidated audited balance sheets, and income statements, cash flow statements
and changes in stockholders’ equity for the Parent and its consolidated Subsidiaries for such
Fiscal Year, and the accompanying notes thereto, setting forth in each case in comparative form
figures for the previous Fiscal Year, all in reasonable detail, fairly presenting the financial
position and the results of operations of the Parent and its consolidated Subsidiaries as at the
date thereof and for the Fiscal Year then ended, and prepared in accordance with GAAP. Such
statements shall be examined in accordance with generally accepted auditing standards by and, in
the case of such statements performed on a consolidated basis, accompanied by a report thereon
unqualified in any respect of independent certified public accountants selected by the Parent and
reasonably satisfactory to the Agent. The Borrowers hereby authorize the Agent, during the
existence of a Default or an Event of Default, to communicate directly with their certified public
accountants and, by this provision, authorize those accountants to disclose to the Agent any and
all financial statements and other supporting financial documents and schedules relating to the
Borrowers and to discuss directly with the Agent the finances and affairs of the Borrowers.



     (b) As soon as available, and in any event within 45 days after the close of each fiscal
quarter of the Parent and its consolidated Subsidiaries, a consolidated balance sheet and income
statement of the Parent and its consolidated Subsidiaries, as of the end of such fiscal quarter,
together with related consolidated statements of operations and retained earnings and of cash flows
for such fiscal quarter, in each case setting forth in comparative form consolidated figures for
the corresponding period of the preceding Fiscal Year, all such financial information described
above to be in reasonable form and detail and reasonably acceptable to the Agent, and accompanied
by a certificate of the chief financial officer of the Parent to the effect that such quarterly
financial statements fairly present in all material respects the financial condition of the Parent
and its consolidated Subsidiaries and have been prepared in accordance with GAAP, subject to
changes resulting from normal year-end audit adjustments.



     (c) As soon as available, but in any event not later than thirty (30) days after the end of
each month, consolidated unaudited income statements for the Parent and its consolidated
Subsidiaries in the form of the monthly management report attached hereto as Exhibit H, for
such month and for the period from the beginning of the Fiscal Year to the end of such month, all



24









 




in reasonable detail, fairly presenting the financial position and results of operations of
the Parent and its consolidated Subsidiaries as at the date thereof and for such periods, and, in
each case, in comparable form, figures for the corresponding period in the Borrowers’ budget, and
prepared in accordance with GAAP applied consistently with the audited Financial Statements
required to be delivered pursuant to Section 5.2(a) and subject to quarterly and year end
adjustments.




     (d) With each of the audited Financial Statements delivered pursuant to
Section 5.2(a), a certificate of the independent certified public accountants that examined
such statement to the effect that they have reviewed and are familiar with this Agreement and that,
in examining such Financial Statements, they did not become aware of any fact or condition which
then constituted a Default or Event of Default with respect to a financial covenant, except for
those, if any, described in reasonable detail in such certificate.



     (e) With each of the annual audited Financial Statements delivered pursuant to Section
5.2(a), and within forty-five (45) days after the end of each fiscal quarter, a certificate of
the chief financial officer of the Parent setting forth in reasonable detail the calculations
required to establish that the Borrowers were in compliance with the covenant set forth in
Section 7.23 during the period covered in such Financial Statements and as at the end
thereof. Within thirty (30) days after the end of each quarter, a certificate of the chief
financial officer of the Parent stating that, except as explained in reasonable detail in such
certificate, (A) all of the representations and warranties of the Borrowers contained in this
Agreement and the other Loan Documents are correct and complete in all material respects as at the
date of such certificate as if made at such time, except for those that speak as of a particular
date, (B) the Borrowers are, at the date of such certificate, in compliance in all material
respects with all of its respective covenants and agreements in this Agreement and the other Loan
Documents, (C) no Default or Event of Default then exists or existed during the period covered by
the Financial Statements for such month, (D) describing and analyzing in reasonable detail all
material trends, changes, and developments in each and all Financial Statements; and (E) explaining
the variances of the figures in the corresponding budgets and prior Fiscal Year financial
statements; provided, however, notwithstanding the foregoing, it is understood and
agreed that delivery of the Parent’s Form 10K or applicable Form 10-Q within the time period
specified above shall satisfy the requirements of clauses (D) and (E) above. If such certificate
discloses that a representation or warranty is not correct or complete, or that a covenant has not
been complied with, or that a Default or Event of Default existed or exists, such certificate shall
set forth what action the Borrowers have taken or propose to take with respect thereto.



     (f) No sooner than sixty (60) days and not less than thirty (30) days prior to the beginning
of each Fiscal Year thereafter, annual forecasts (to include forecasted consolidated balance
sheets, income statements and cash flow statements) for the Parent and its Subsidiaries as at the
end of and for each fiscal month and fiscal quarter of each such Fiscal Year.



     (g) [Reserved]



     (h) Promptly upon the filing thereof, copies of all reports, if any, to or other documents
filed by any of the Borrowers with the Securities and Exchange Commission under the Exchange Act,
and all reports, notices, or statements sent or received by any of the Borrowers to or from the
holders of any equity interests of the Parent (other than routine non



25









 




material correspondence and reports sent by shareholders of the Parent to the Parent) or any
such Subsidiary or of any Debt of any of the Borrowers registered under the Securities Act of 1933
or to or from the trustee under any indenture under which the same is issued.




     (i) As soon as available, but in any event not later than 30 days after any Borrower’s receipt
thereof, a copy of all management reports and management letters prepared for the Borrowers by any
independent certified public accountants of the Borrowers.



     (j) Promptly after their preparation, copies of any and all proxy statements, financial
statements, and reports which the Parent makes available to its shareholders.



     (k) If requested by the Agent, promptly after filing with the IRS, a copy of each tax return
filed by the Parent or by any of the other Borrowers.



     (l) (i) As soon as available for each fiscal month, but in any event within 30 days after the
last day of such fiscal month, a Borrowing Base Certificate for such fiscal month and concurrently
therewith, or more frequently if reasonably requested by the Agent, a schedule of each Borrower’s
Accounts created, credits given, cash collected and other adjustments to Accounts made since the
date of the last such schedule and the related Borrowing Base Certificate or (ii) notwithstanding
the foregoing, if Availability at any time is less than 15% of the Maximum Revolver Amount or upon
the occurrence and during the continuance of an Event of Default, the Borrowing Base Certificate
shall be delivered no less frequently than weekly by Friday following the end of each week;
provided, however, if thereafter, Availability shall be at least 15% of the Maximum
Revolver Amount for a period of ninety (90) consecutive days, then, so long as no Event of Default
has occurred and is continuing, the Borrowers may resume providing the Borrowing Base Certificate
on a monthly basis as described in clause (i) immediately above, subject to any recurrence of the
conditions described in this clause (ii).



     (m) As soon as available for each fiscal month, but in any event within 30 days after the last
day of such fiscal month or, during the existence of a Default or an Event of Default, more
frequently if requested by the Agent, an aging of each of the Borrowers’ Accounts, together with a
reconciliation to the corresponding Borrowing Base and to each of the Borrowers’ general ledger.



     (n) As soon as available for each fiscal month, but in any event within 30 days after the last
day of such fiscal month or, during the existence of a Default or an Event of Default, more
frequently if requested by the Agent, an aging of each of the Borrowers’ accounts payable.



     (o) Upon request, a statement of the balance of each of the Intercompany Accounts.



     (p) Such other reports as to the Collateral of the Borrowers as the Agent shall reasonably
request from time to time.



     (q) With the delivery of each of the foregoing items in clauses (l) through
(p), a certificate of the Parent executed by a Responsible Officer certifying as to the
accuracy and completeness thereof.



26









 





     (r) Such additional information as the Agent and/or any Lender may from time to time
reasonably request regarding the financial and business affairs of any Borrower or any Subsidiary.



     Information required to be delivered pursuant to Sections 5.2(a), (b) and
(j) shall be deemed to have been delivered if such information, or one or more annual,
quarterly or other reports containing such information, shall have been posted on the Parent’s
website on the internet (currently http://www.unifi.com) or by the Agent on an IntraLinks or
similar site to which the Lenders have been granted access or shall be available on the website of
the Securities and Exchange Commission at http://www.sec.gov; provided that the Parent
shall deliver paper copies of such information to the Agent or any Lender that reasonably requests
such delivery; and provided further that such information shall only be deemed to
have been delivered when posted on any such website upon notification by the Parent to the Agent
and the Lenders of such posting.



     5.3 Notices to the Lenders



     Each Borrower (or the Parent on behalf thereof) shall notify the Agent and the Lenders in
writing of the following matters at the following times:



     (a) Immediately after becoming aware of any Default or Event of Default;



     (b) Immediately after becoming aware of the assertion by the holder of any capital stock of
any Borrower or the holder of any Debt of any Borrower in a face amount in excess of $1,000,000
that a default exists with respect thereto or that such Borrower is not in compliance with the
terms thereof, or the threat or commencement by such holder of any enforcement action because of
such asserted default or non compliance;



     (c) Immediately after becoming aware of any event or circumstance which could have a Material
Adverse Effect;



     (d) Immediately after becoming aware of any pending or threatened action, suit, or proceeding,
by any Person, or any pending or threatened investigation by a Governmental Authority, which could
reasonably be expected to have a Material Adverse Effect;



     (e) Immediately after becoming aware of any pending or threatened strike, work stoppage,
unfair labor practice claim, or other labor dispute affecting the Parent or any of the other
Borrowers in a manner which could reasonably be expected to have a Material Adverse Effect;



     (f) Immediately after becoming aware of any violation of any law, statute, regulation, or
ordinance of a Governmental Authority affecting the Parent or any other Borrower which could
reasonably be expected to have a Material Adverse Effect;



     (g) Immediately after receipt of any notice of any violation by the Parent or any of its
Subsidiaries of any Environmental Law which could reasonably be expected to have a Material Adverse
Effect or that any Governmental Authority has asserted in writing that the Parent or any other
Borrower is not in compliance with any Environmental Law or is investigating the Parent’s



27









 




or such other Borrower’s compliance therewith, in each case, which could reasonably be
expected to have a Material Adverse Effect;




     (h) Immediately after receipt of any written notice that the Parent or any of its Subsidiaries
is or may be liable to any Person as a result of the Release or threatened Release of any
Contaminant or that the Parent or any other Borrower is subject to investigation by any
Governmental Authority evaluating whether any remedial action is needed to respond to the Release
or threatened Release of any Contaminant which, in either case, is reasonably likely to give rise
to liability in excess of $1,000,000;



     (i) Immediately after receipt of any written notice of the imposition of any Environmental
Lien against any Property of the Parent or any of its Subsidiaries which could reasonably be
expected to have a Material Adverse Effect;



     (j) Any change in any Borrower’s name as it appears in the state of its incorporation or other
organization, state of incorporation or organization, type of entity, organizational identification
number, locations of Collateral, or form of organization, trade names under which such Borrower
will sell Inventory or create Accounts, or to which instruments in payment of Accounts may be made
payable, in each case at least thirty (30) days prior thereto;



     (k) Within fifteen (15) Business Days after the Parent or any ERISA Affiliate knows or has
reason to know, that a non-exempt prohibited transaction (as defined in Sections 406 of ERISA and
4975 of the Code) or violation of the fiduciary responsibility rules with respect to any Plan has
occurred or will occur, and, when known, any action taken or threatened by the IRS, the DOL or the
PBGC with respect thereto;



     (l) Upon request, or, in the event that such document reflects a significant change with
respect to the matters covered thereby, within three (3) Business Days after the filing thereof
with, or the issuance thereof by, the PBGC, the DOL or the IRS, as applicable, copies of the
following: (i) each annual report (form 5500 series) filed with the PBGC, the DOL or the IRS with
respect to each Plan, (ii) a copy of each other filing or notice filed with the PBGC, the DOL or
the IRS, with respect to each Plan by either the Parent or any ERISA Affiliate, and (iii) any
determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the
Code;



     (m) Within fifteen (15) Business Days after any changes in the benefits of any existing Plan
which increase any Borrower’s annual costs with respect thereto by an amount in excess of
$2,500,000, or the establishment of any new Plan or the commencement of contributions to any Plan
to which the Parent or any ERISA Affiliate was not previously contributing;



     (n) Promptly after becoming aware of any commercial tort claim (as defined in the UCC)
acquired by it;



     (o) Promptly after becoming aware of any event or fact which could give rise to a material
claim by such Borrower for indemnification under any of the Assigned Contracts;



28









 





     (p) Immediately if such Borrower knows or has reason to know that any application or
registration relating to any material patent, trademark or copyright (now or hereafter existing)
may become abandoned or dedicated, or of any adverse determination or development (including the
institution of, or any such determination or development in, any proceeding in the United States
Patent and Trademark Office, the United States Copyright Office or any court) regarding such
Borrower’s ownership of any material patent, trademark or copyright, its right to register the
same, or to keep and maintain the same;



     (q) Promptly after becoming aware that any of the material patent, trademark or copyright
Collateral is infringed upon, or misappropriated or diluted by a third party.



     Each notice given under this Section shall describe the subject matter thereof in reasonable
detail, and shall set forth the action that the Parent, any other Borrower, or any ERISA Affiliate,
as applicable, has taken or proposes to take with respect thereto.



ARTICLE 6

GENERAL WARRANTIES AND REPRESENTATIONS




     Each Borrower warrants and represents to the Agent and the Lenders as follows:



     6.1 Authorization, Validity, and Enforceability of this Agreement and the Loan
Documents



     The Borrowers have the power and authority to execute, deliver and perform this Agreement and
the other Loan Documents to which it is a party, to incur the Obligations, and to grant to the
Agent Liens upon and security interests in the Collateral. The Borrowers have taken all necessary
action (including obtaining approval of its stockholders if necessary) to authorize its execution,
delivery, and performance of this Agreement and the other Loan Documents to which it is a party.
This Agreement and the other Loan Documents to which it is a party have been duly executed and
delivered by each Borrower, and constitute the legal, valid and binding obligations of each
Borrower, enforceable against it in accordance with their respective terms. The Borrowers’
execution, delivery, and performance of this Agreement and the other Loan Documents to which it is
a party do not and will not conflict with, or constitute a violation or breach of, or result in the
imposition of any Lien upon the Property of the Parent or any of its Subsidiaries, by reason of the
terms of (a) any contract, mortgage, lease, agreement, indenture, or instrument to which any
Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to any
Borrower or any of its Subsidiaries, or (c) the certificate or articles of incorporation or by laws
or the limited liability company or limited partnership agreement of any Borrower.



     6.2 Validity and Priority of Security Interest



     The provisions of this Agreement and the other Loan Documents create legal and valid Liens on
all the Collateral in favor of the Agent, for the ratable benefit of the Agent and the other
Secured Parties, and such Liens constitute perfected and continuing Liens on all the Collateral,
having priority over all other Liens on the Collateral, except for those Liens identified in
clauses (c), (d) and (e) and certain of the Liens identified in clause (m) (to the
extent provided in the



29









 




Intercreditor Agreement) of the definition of Permitted Liens securing all the Obligations,
and enforceable against the Borrowers and all third parties.




     6.3 [Reserved]



     6.4 Corporate Name; Prior Transactions



     Each Borrower has not, during the five (5) years prior to the First Amendment Closing Date,
been known by or used any other corporate or fictitious name, or been a party to any merger or
consolidation, or acquired all or substantially all of the assets of any Person, or acquired any of
its Property outside of the ordinary course of business, except as set forth on Schedule
6.4.



     6.5 Organization and Qualification



     Schedule 6.5 is a correct and complete list of the name and relationship to the Parent
of each and all of its Subsidiaries as of the First Amendment Closing Date. The Borrowers are (a)
duly incorporated or organized and validly existing in good standing under the laws of its state of
incorporation or organization set forth on Schedule 6.5, and (b) qualified to do business
and in good standing in each jurisdiction in which the failure to so qualify or be in good standing
could reasonably be expected to have a material adverse effect on any such Borrowers’ business,
operations, prospects, Property, or condition (financial or otherwise) and (c) has all requisite
power and authority to conduct its business and own its Property.



     6.6 Financial Statements and Projections



     (a) The Parent has delivered to the Agent and the Lenders the audited balance sheet and
related statements of income, retained earnings, cash flows, and changes in stockholders equity for
the Parent and its consolidated Subsidiaries as of June 28, 2009, and for the Fiscal Year then
ended, accompanied by the report thereon of the Parent’s independent certified public accountants,
Ernst & Young LLP. The Parent has also delivered to the Agent and the Lenders the unaudited
balance sheet and related statements of income and cash flows for the Parent and its consolidated
Subsidiaries as of March 28, 2010. Such financial statements are attached hereto as Exhibit
C. All such financial statements have been prepared in accordance with GAAP and present
accurately and fairly in all material respects the financial position of the Parent and its
consolidated Subsidiaries as at the dates thereof and their results of operations for the periods
then ended.



     (b) The Latest Projections when submitted to the Lenders as required herein represent the
Borrowers’ best estimate of the future financial performance of the Parent and its consolidated
Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the
basis of the assumptions set forth therein, which the Borrowers believe are fair and reasonable in
light of current and reasonably foreseeable business conditions at the time submitted to the
Lenders.



     (c) The pro forma balance sheet of the Parent as at March 28, 2010, attached hereto as
Exhibit C, presents fairly and accurately the Borrowers’ financial condition as at such
date



30









 




after giving effect to the transactions contemplated hereby and assuming the First Amendment
Closing Date had been such date, and has been prepared in accordance with GAAP.




     6.7 Capitalization



     All of the outstanding capital stock of the direct and indirect Subsidiaries of the Parent has
been validly issued, is fully paid and non-assessable and is owned by the Parent or one or more of
its Subsidiaries, free and clear of all Liens except those created under the Loan Documents. As of
the First Amendment Closing Date, the capitalization of each of the direct and indirect
Subsidiaries of the Parent consists of the number of shares, authorized, issued and outstanding, of
such classes and series, with or without par value, described on Schedule 6.7. As of the
First Amendment Closing Date, no Borrower has any equity investments in any other corporation or
entity other than those specifically disclosed on Schedule 6.7. All of the outstanding
capital stock of the Parent has been validly issued, is fully paid and non-assessable.
Contemporaneously with the delivery of each certificate of the chief financial officer of the
Parent pursuant to Section 5.2(e), the Parent, on behalf of each Borrower, shall deliver a
replacement Schedule 6.7, if necessary, to reflect the formation, acquisition or
disposition of a Subsidiary permitted hereunder.



     6.8 Solvency



     The Borrowers, on a consolidated basis, are Solvent prior to and after giving effect to the
Borrowings to be made on the First Amendment Closing Date and the issuance of the Letters of Credit
to be issued on the First Amendment Closing Date and shall remain Solvent during the term of this
Agreement. Each Borrower is able and expects to be able to pay its debts (including contingent
debts and other commitments) as they mature.



     6.9 Debt



     After giving effect to the making of the Revolving Loans to be made on the First Amendment
Closing Date, the Borrowers have no Debt, except (a) the Obligations, (b) Debt described on
Schedule 6.9 and (c) the Senior Secured Notes. None of the holders of Debt owed by any
Subsidiary which is not a Borrower has recourse against any Borrower.



     6.10 Distributions



     Since June 28, 2009, no Distribution has been declared, paid, or made upon or in respect of
any capital stock or other securities of the Borrowers, other than Distributions to any Borrower or
as permitted by Section 7.10.



     6.11 Real Estate; Leases



     Schedule 6.11 sets forth, as of the First Amendment Closing Date, a correct and
complete list of all Real Estate owned by the Parent and all Real Estate owned by any other
Borrower, all leases and subleases of real or personal Property held by any Borrower as lessee or
sublessee (other than leases of personal Property as to which any Borrower is lessee or sublessee
for which the value of such personal Property in the aggregate is less than $2,000,000), and all
leases and subleases of real or personal Property held by any Borrower as lessor, or sublessor.
Each of such



31









 




leases and subleases is valid and enforceable in accordance with its terms and is in full
force and effect, and no default by any party to any such lease or sublease exists. The Borrowers
have good and marketable title in fee simple to the Real Estate identified on Schedule 6.11
as owned by the Borrowers, or valid leasehold interests in all Real Estate designated therein as
“leased” by the Borrowers and the Borrowers have good, indefeasible, and merchantable title to all
of its other Property reflected on the June 28, 2009 Financial Statements delivered to the Agent
and the Lenders, except as disposed of in the ordinary course of business since the date thereof,
free of all Liens except Permitted Liens.




     6.12 Proprietary Rights



     Schedule 6.12 sets forth a correct and complete list of all of the Borrowers’
Proprietary Rights as of the First Amendment Closing Date and each date on which the Parent
delivers a certificate of the chief financial officer of the Parent pursuant to Section
5.2(e). None of such Proprietary Rights is subject to any licensing agreement or similar
arrangement except as set forth on Schedule 6.12. To the best of each Borrower’s
knowledge, none of such Proprietary Rights infringes on or conflicts with any other Person’s
Property, and no other Person’s Property infringes on or conflicts with such Proprietary Rights.
The Proprietary Rights described on Schedule 6.12 constitute all of the Property of such
type necessary to the current and anticipated future conduct of the businesses of the Borrowers.
Contemporaneously with the delivery of each certificate of the chief financial officer of the
Parent pursuant to Section 5.2(e), the Parent, on behalf of each Borrower, shall deliver a
replacement Schedule 6.12, if necessary, to reflect the addition of any newly developed or
acquired Proprietary Rights.



     6.13 Trade Names



     As of the First Amendment Closing Date and each date on which the Parent delivers a
certificate of the chief financial officer of the Parent pursuant to Section 5.2(e), all
trade names or styles under which the Parent or any other Borrower will sell Inventory or create
Accounts, or to which instruments in payment of Accounts may be made payable, are listed on
Schedule 6.13. Contemporaneously with the delivery of each certificate of the chief
financial officer of the Parent pursuant to Section 5.2(e), the Parent, on behalf of each
Borrower, shall deliver a replacement Schedule 6.13, if necessary, to reflect the addition
of any newly developed or acquired trade names.



     6.14 Litigation



     Except as set forth on Schedule 6.14, there is no pending, or to the best of each
Borrower’s knowledge threatened, action, suit, proceeding, or counterclaim by any Person, or to the
best of each Borrower’s knowledge, investigation by any Governmental Authority or arbitrator, or
any basis for any of the foregoing, which could reasonably be expected to have a Material Adverse
Effect.



     6.15 Labor Disputes



     Except as set forth on Schedule 6.15, as of the First Amendment Closing Date (a) there
is no collective bargaining agreement or other labor contract covering employees of the Borrowers,
(b) no such collective bargaining agreement or other labor contract is scheduled to expire during



32









 




the term of this Agreement, (c) no union or other labor organization is seeking to organize,
or to be recognized as, a collective bargaining unit of employees of the Borrowers or for any
similar purpose, and (d) there is no pending or (to the best of each Borrower’s knowledge)
threatened, strike, work stoppage, material unfair labor practice claim, or other material labor
dispute against or affecting the Parent or any of the other Borrowers or their employees.




     6.16 Environmental Laws



     Except as otherwise disclosed on Schedule 6.16 or except as otherwise would not result
in or would not be expected to result in a Material Adverse Effect:



     (a) The Parent and its Domestic Subsidiaries have complied in all material respects with all
Environmental Laws and neither the Parent nor any Domestic Subsidiary nor any of its presently
owned or leased real Property or presently conducted operations, nor its previously owned or leased
real Property or prior operations, is subject to any enforcement order from or liability agreement
with any Governmental Authority or private Person respecting (i) compliance with any Environmental
Law or (ii) any potential liabilities and costs or remedial action arising from the Release or
threatened Release of a Contaminant.



     (b) The Parent and its Domestic Subsidiaries have obtained all permits necessary for their
current operations under Environmental Laws, and all such permits are in good standing and the
Parent and its Domestic Subsidiaries are in compliance with all material terms and conditions of
such permits.



     (c) Neither the Parent nor any of its Domestic Subsidiaries, nor, to the best of the
Borrowers’ knowledge, any of its predecessors in interest, has in violation of applicable law
stored, treated or disposed of any hazardous waste.



     (d) Neither the Parent nor any of its Domestic Subsidiaries has received any summons,
complaint, order or similar written notice indicating that it is not currently in compliance with,
or that any Governmental Authority is investigating its compliance with, any Environmental Laws or
that it is or may be liable to any other Person as a result of a Release or threatened Release of a
Contaminant.



     (e) To the best of each Borrower’s knowledge, none of the present or past owned or leased real
property or operations of the Parent and its Domestic Subsidiaries is the subject of any
investigation by any Governmental Authority evaluating whether any remedial action is needed to
respond to a Release or threatened Release of a Contaminant.



     (f) There is not now, nor to the best of each Borrower’s knowledge has there ever been on or
in the Real Estate:




     (i) any underground storage tanks or surface impoundments,




     (ii) any asbestos containing material, or




     (iii) any polychlorinated biphenyls (PCBs) used in hydraulic oils, electrical
transformers or other equipment,



33









 




the presence of which has had or could reasonably be expected to have a Material Adverse Effect.




     (g) Neither the Parent nor any of its Domestic Subsidiaries has filed any notice under any
requirement of Environmental Law reporting a spill or accidental and unpermitted Release or
discharge of a Contaminant into the environment.



     (h) Neither the Parent nor any of its Domestic Subsidiaries has entered into any negotiations
or settlement agreements with any Person (including the prior owner of its Property) imposing
material obligations or liabilities on the Parent or any of its Domestic Subsidiaries with respect
to any remedial action in response to the Release of a Contaminant or environmentally related
claim.



     (i) None of the products manufactured, distributed or sold by the Parent or any of its
Domestic Subsidiaries contain asbestos containing material.



     (j) No Environmental Lien has attached to the Real Estate.



     6.17 No Violation of Law



     None of the Borrowers is in violation of any law, statute, regulation, ordinance, judgment,
order, or decree applicable to it which violation could reasonably be expected to have a Material
Adverse Effect.



     6.18 No Default



     None of the Borrowers is in default with respect to any note, indenture, loan agreement,
mortgage, lease, deed, or other agreement to which such Borrower is a party or by which it is
bound, which default could reasonably be expected to have a Material Adverse Effect.



     6.19 ERISA Compliance



     Except as specifically disclosed on Schedule 6.19:



     (a) Each Plan is in compliance in all material respects with the applicable provisions of
ERISA, the Code and other federal or state law. Each Plan which is intended to qualify under
Section 401(a) of the Code has received a favorable determination letter from the IRS and to the
best knowledge of the Borrowers, nothing has occurred which would cause the loss of such
qualification.



     (b) Neither the Parent not any ERISA Affiliate sponsors, maintains or is obligated to make
contributions to any Pension Plan or Multi-employer Plan nor has the parent or any ERISA Affiliate
sponsored, maintained or contributed to any Pension Plan or Multi-employer Plan at any time during
the six (6) year period ending on the date of this Agreement.



     (c) There are no pending or, to the best knowledge of the Parent or its Domestic Subsidiaries,
threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to
any Plan which has resulted or could reasonably be expected to result in a




34












 




Material Adverse Effect. There has been no non-exempt prohibited transaction (as defined in
Sections 406 of ERISA and 4975 of the Code) or violation of the fiduciary responsibility rules with
respect to any Plan which has resulted or could reasonably be expected to result in a Material
Adverse Effect.




     6.20 Taxes



     The Borrowers have filed all federal and other tax returns and reports required to be filed,
and have paid all federal and other taxes, assessments, fees and other governmental charges levied
or imposed upon them or their properties, income or assets otherwise due and payable unless such
unpaid taxes and assessments would constitute a Permitted Lien.



     6.21 Regulated Entities



     No Borrower and no Person controlling any Borrower, is an “Investment Company” within
the meaning of the Investment Company Act of 1940. No Borrower is subject to regulation under the
Federal Power Act, the Interstate Commerce Act, any state public utilities code or law, or any
other federal or state statute or regulation limiting its ability to incur indebtedness.



     6.22 Use of Proceeds; Margin Regulations



     The proceeds of the Loans are to be used solely to refinance existing Debt, to issue standby
and commercial letters of credit and for working capital and other lawful corporate purposes, to
the extent not prohibited by this Agreement. Neither the Parent nor any other Borrower is engaged
in the business of purchasing or selling Margin Stock or extending credit for the purpose of
purchasing or carrying Margin Stock.



     6.23 Copyrights, Patents, Trademarks and Licenses, etc.



     Except as set forth on Schedule 6.14, the Borrowers own or are licensed or otherwise
have the right to use all of the patents, trademarks, service marks, trade names, copyrights,
contractual franchises, licenses, rights of way, authorizations and other rights that are
reasonably necessary for the operation of their businesses, without conflict with the rights of any
other Person. To the best knowledge of each Borrower, no slogan or other advertising device,
product, process, method, substance, part or other material now employed, or now contemplated to be
employed, by the Parent or any other Borrower infringes upon any rights held by any other Person.
No claim or litigation regarding any of the foregoing is pending or threatened, and no patent,
invention, device, application, principle or any statute, law, rule, regulation, standard or code
is pending or, to the knowledge of each Borrower, proposed, which, in either case, could reasonably
be expected to have a Material Adverse Effect.



     6.24 No Material Adverse Change



     No Material Adverse Effect has occurred since the latest date of the annual audited Financial
Statements previously delivered to the Lenders.



35









 





     6.25 Full Disclosure



     None of the representations or warranties made by the Parent or any other Borrower in the Loan
Documents as of the date such representations and warranties are made or deemed made, and none of
the statements contained in any exhibit, report, statement or certificate furnished by or on behalf
of the Parent or any other Borrower in connection with the Loan Documents (including the offering
and disclosure materials delivered by or on behalf of the Borrowers to the Lenders prior to the
First Amendment Closing Date), contains any untrue statement of a material fact or omits any
material fact required to be stated therein or necessary to make the statements made therein, in
light of the circumstances under which they are made, not misleading as of the time when made or
delivered.



     6.26 Material Agreements



     Schedule 6.26 hereto sets forth as of the First Amendment Closing Date all material
agreements and contracts to which the Parent or any of the other Borrowers is a party or is bound
as of the date hereof.



     6.27 Bank Accounts



     Schedule 6.27 contains as of the First Amendment Closing Date a complete and accurate
list of all bank accounts maintained by each Borrower with any bank or other financial institution,
identifying the account number, type of account and depository institution.



     6.28 Governmental Authorization



     No approval, consent, exemption, authorization, or other action by, or notice to, or filing
with, any Governmental Authority or other Person is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, the Borrowers of this Agreement or
any other Loan Document.



ARTICLE 7

AFFIRMATIVE AND NEGATIVE COVENANTS



     Each Borrower covenants to the Agent and each Lender that so long as any of the Obligations
remain outstanding or this Agreement is in effect:



     7.1 Taxes and Other Obligations



     Each Borrower shall, and shall cause each of its Domestic Subsidiaries to, (a) file when due
all tax returns and other reports which it is required to file; (b) pay, or provide for the
payment, when due, of all taxes, fees, assessments and other governmental charges against it or
upon its Property, income and franchises, make all required withholding and other tax deposits, and
establish adequate reserves for the payment of all such items, and provide to the Agent and the
Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c)
pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen,
landlords, processors and other like Persons, and all other indebtedness owed by it and perform and
discharge in a timely manner all other obligations undertaken by it; provided,



36









 




however, so long as the Parent has notified the Agent in writing, neither the Parent
nor any of its Subsidiaries need pay any tax, fee, assessment, or governmental charge (i) it is
contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which the Parent
or any Subsidiary, as the case may be, has established proper reserves as required under GAAP, and
(iii) the nonpayment of which does not result in the imposition of a Lien (other than a Permitted
Lien).




     7.2 Legal Existence and Good Standing



     Each Borrower shall, and shall cause each of its Domestic Subsidiaries to, maintain its legal
existence and its qualification and good standing in all jurisdictions in which the failure to
maintain such existence and qualification or good standing could reasonably be expected to have a
Material Adverse Effect.



     7.3 Compliance with Law and Agreements; Maintenance of Licenses



     Each Borrower shall comply, and shall cause each Domestic Subsidiary to comply, in all
material respects with all Requirements of Law of any Governmental Authority having jurisdiction
over it or its business (including the Federal Fair Labor Standards Act and all Environmental
Laws). Each Borrower shall obtain and maintain all licenses, permits, franchises, and governmental
authorizations necessary to own its Property and to conduct its business as conducted on the First
Amendment Closing Date. No Borrower shall modify, amend or alter its certificate or articles of
incorporation, or its limited liability company operating agreement or limited partnership
agreement, as applicable, other than in a manner which does not adversely affect the rights of the
Lenders or the Agent.



     7.4 Maintenance of Property; Inspection of Property



     (a) Each Borrower shall, and shall cause each of its Domestic Subsidiaries to, maintain all of
its Property necessary and useful in the conduct of its business, in good operating condition and
repair, ordinary wear and tear excepted.



     (b) Each Borrower shall permit representatives and independent contractors of the Agent (at
the expense of such Borrower not to exceed (i) three (3) times per year for each year of this
Agreement during which Availability is at any time less than 15% of the Maximum Revolver Amount,
(ii) two (2) times per year for each year of this Agreement during which Availability is at any
time greater than or equal to 15% of the Maximum Revolver Amount but less than or equal to 50% of
the Maximum Revolver Amount, and (iii) one (1) time per year for each year of this Agreement during
which Availability is at any time greater than 50% of the Maximum Revolver Amount) to visit and
inspect any of its properties, to examine its corporate, financial and operating records, and make
copies thereof or abstracts therefrom and to discuss its affairs, finances and accounts with its
officers and independent public accountants, at such reasonable times during normal business hours
and as soon as may be reasonably desired, upon reasonable advance notice to such Borrower;
provided that any Lender may accompany the Agent and participate in any such visit or
inspection, solely at its own expense; and provided further, however, when
an Event of Default exists, the Agent or any Lender may do any of the



37









 




foregoing at the expense of the Borrowers at any time during normal business hours and without
advance notice.




     7.5 Insurance



     (a) The Parent shall maintain, and shall cause each of the Borrowers to maintain, with
financially sound and reputable insurers having a rating of at least A-VII or better by Best Rating
Guide (unless otherwise approved by the Agent), insurance against loss or damage by fire with
extended coverage; theft and loss in transit; public liability and third party Property damage;
fraud or other criminal liability; business interruption; public liability and third party Property
damage; and such other hazards or of such other types as is customary for Persons engaged in the
same or similar business and, with respect to any insurance covering any Collateral, in amounts and
under policies reasonably acceptable to the Agent and without exclusions for acts of terrorism or
other exclusions not acceptable to the Agent. The Agent acknowledges that, as of the First
Amendment Closing Date, the Borrowers’ existing insurance policies and the amounts of coverage
provided for therein are acceptable.



     (b) The Borrowers shall cause the Agent, for the ratable benefit of the Agent and the Lenders,
to be named as an additional insured and as secured party and loss payee on each insurance policy,
in each case in a manner acceptable to the Agent. Each policy of insurance shall contain a clause
or endorsement requiring the insurer to give not less than thirty (30) days’ prior written notice
to the Agent in the event of cancellation of the policy for any reason whatsoever and a clause or
endorsement stating that the interest of the Agent shall not be impaired or invalidated by any act
or neglect of the Parent or any Borrower or the owner of any Real Estate for purposes more
hazardous than are permitted by such policy and shall contain such other terms and conditions as
Agent shall reasonably require. All premiums for such insurance shall be paid by the Borrowers
when due, and certificates of insurance and, if requested by the Agent or any Lender, photocopies
of the policies, shall be delivered to the Agent, in each case in sufficient quantity for
distribution by the Agent to each of the Lenders. If the Borrowers fail to procure such insurance
or to pay the premiums therefor when due, the Agent may, and at the direction of the Required
Lenders shall, do so from the proceeds of Revolving Loans.



     7.6 Insurance and Condemnation Proceeds



     The Borrowers shall promptly notify the Agent and the Lenders of any loss, damage, or
destruction to the Collateral, whether or not covered by insurance in excess of $1,000,000.
Subject to the terms of the Intercreditor Agreement, the Agent is hereby authorized to collect all
insurance and condemnation proceeds in respect of Collateral directly and to apply or remit them as
follows: With respect to insurance and condemnation proceeds relating to Collateral, after
deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the
collection or handling thereof, the Agent, subject to the terms of the Intercreditor Agreement,
shall apply such proceeds, ratably, to the reduction of the Obligations in the order provided for
in Section 3.8.



38









 





     7.7 Environmental Laws



     (a) Each Borrower shall, and shall cause each of its Domestic Subsidiaries to, conduct its
business in compliance with all Environmental Laws applicable to it, including those relating to
the generation, handling, use, storage, and disposal of any Contaminant. Each Borrower shall, and
shall cause each of its Domestic Subsidiaries to, take prompt and appropriate action to respond to
any non compliance with Environmental Laws and shall regularly report to the Agent on such
response.



     (b) The Agent or any Lender may request copies of technical reports prepared by the Borrowers
and their communications with any Governmental Authority to determine whether the Borrowers are
proceeding reasonably to correct, cure or contest in good faith any alleged non compliance or
environmental liability. The Borrowers shall, at the Agent’s or the Required Lenders’ request and
at the Borrowers’ expense, (i) retain an independent environmental engineer acceptable to the Agent
to evaluate the site, including tests if appropriate, where the non compliance or alleged non
compliance with Environmental Laws has occurred and prepare and deliver to the Agent, in sufficient
quantity for distribution by the Agent to the Lenders, a report setting forth the results of such
evaluation, a proposed plan for responding to any environmental problems described therein, and an
estimate of the costs thereof, and (ii) provide to the Agent and the Lenders a supplemental report
of such engineer whenever the scope of the environmental problems, or the response thereto or the
estimated costs thereof, shall increase in any material respect.



     7.8 Compliance with ERISA; Pension and Multi-employer Plans



     Each Borrower shall, and shall cause each of its ERISA Affiliates to: (a) maintain each Plan
in compliance in all material respects with the applicable provisions of ERISA, the Code and other
federal or state law; (b) cause each Plan which is qualified under Section 401(a) of the Code to
maintain such qualification; and (c) not engage in a non-exempt prohibited transaction (as defined
in Sections 406 of ERISA and 4975 of the Code) or violation of the fiduciary responsibility rules
with respect to any Plan which could reasonably be expected to result in a Material Adverse Effect.
Neither the Parent nor any ERISA Affiliate shall adopt, sponsor, maintain or become obligated to
make contributions to any Pension Plan or Multi-employer Plan.



     7.9 Mergers, Consolidations or Sales



     No Borrower shall enter into any transaction of merger, reorganization, or consolidation, or
transfer, sell, assign, lease, or otherwise dispose of all or any part of its Property, or wind up,
liquidate or dissolve, or agree to do any of the foregoing, except (a) for sales of Inventory in
the ordinary course of its business, (b) for sales or other dispositions of Equipment and other
assets (other than Collateral included in the Borrowing Base and the proceeds thereof) in the
ordinary course of business that are obsolete or no longer used or required by such Borrower in its
business, (c) for non-exclusive licenses and sublicenses of intellectual property rights in the
ordinary course of business not interfering, individually or in the aggregate, in any material
respect with the conduct of the business of the Borrowers, (d) for transfers of assets from one
Borrower to another Borrower, (e) for transfers of assets from a Borrower to a Subsidiary (other
than a Borrower) to the extent such transfer constitutes an investment permitted pursuant to



39









 




Section 7.10(c); provided that, in connection with any such transfer, the
Borrowers shall not receive less than an amount equal to the fair market value of such assets as
determined in good faith by the Parent at the time of such transfer, (f) for mergers,
consolidations, liquidations or dissolutions of one Borrower with or into another Borrower, (g) for
mergers, consolidations, liquidations or dissolutions of any Subsidiary with or into another
Subsidiary; provided that if one of such Subsidiaries is a Borrower, then such Borrower
shall be the surviving entity, and (h) for liquidations or dissolutions of any Inactive Subsidiary
or Unifi Kinston, LLC.




     7.10 Distributions; Capital Change; Restricted Investments



     No Borrower shall (a) directly or indirectly declare or make, or incur any liability to make
Distributions (provided, however, (x) Distributions may be made to the Parent or
any Borrower from any of its Subsidiaries and (y) Distributions may be made by the Parent so long
as (i)(A) pro forma Thirty Day Average Excess Availability immediately prior to the declaration of
any such Distributions is at least equal to 27.5% of the Maximum Revolver Amount and Availability
on the date thereof, both before and after giving effect to the making of any such Distributions,
is at least equal to 27.5% of the Maximum Revolver Amount or (B) the Specified Threshold Test is
met and (ii) no Default or Event of Default shall exist prior to or immediately after the making of
any such Distributions), (b) make any change in its capital structure which could have a Material
Adverse Effect or (c) make any Restricted Investments. For purposes of this Section 7.10,
“pro forma” in reference to the Fixed Charge Coverage Ratio as used in the Specified Threshold Test
shall mean that compliance with such financial covenant test referred to in this Section
7.10 shall be determined on the basis of the financial statements and related numbers for the
four consecutive fiscal quarters ending with the fiscal quarter immediately preceding the date on
which any such Distribution is to be made and giving effect to the making of such Distribution as
if it were made on the first day of the four consecutive fiscal quarters ending with such fiscal
quarter. In addition, for purposes of this Section 7.10, “pro forma” shall mean that
compliance with the Thirty Day Average Excess Availability test referred to immediately above shall
be determined giving effect to the making of such Distributions as if it occurred on the first day
of such thirty (30) day period.



     7.11 Transactions Affecting Collateral or Obligations



     No Borrower shall enter into any transaction which would be reasonably expected to have a
Material Adverse Effect.



     7.12 Guaranties



     Without the prior consent of the Majority Lenders, no Borrower shall make, issue, or become
liable on any Guaranty, except (i) Guaranties of the Obligations in favor of the Agent, (ii)
unsecured Guaranties in favor of suppliers and/or vendors of the Subsidiaries of the Parent, in
form and substance satisfactory to the Agent, incurred in the ordinary course of business in an
aggregate amount not to exceed $10,000,000 at any one time outstanding, and (iii) Guaranties of the
Senior Secured Notes provided by the Domestic Subsidiaries of the Parent.



     7.13 Debt



     No Borrower shall incur or maintain any Debt, other than:



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     (a) the Obligations;



     (b) Debt described on Schedule 6.9;



     (c) Capital Leases of Equipment and purchase money secured Debt incurred to purchase Equipment
provided that (i) Liens securing the same attach only to the Equipment acquired by the
incurrence of such Debt, and (ii) the aggregate amount of such Debt (including Capital Leases)
outstanding does not exceed $45,000,000 at any time;



     (d) Debt evidencing a refunding, renewal or extension of the Debt described on Schedule
6.9; provided that (i) the principal amount thereof is not increased, (ii) the Liens,
if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to
those assets, if any, securing the Debt to be refunded, renewed or extended, (iii) no Person that
is not an obligor or guarantor of such Debt as of the First Amendment Closing Date shall become an
obligor or guarantor thereof, and (iv) the terms of such refunding, renewal or extension are no
less favorable to the Borrowers, the Agent or the Lenders than the original Debt;



     (e) Derivative Obligations of the Borrowers in respect of Hedging Agreements entered into in
order to manage existing or anticipated interest rate or exchange rate risks and not for
speculative purposes;



     (f) Debt evidenced by the Senior Secured Notes and Refinancing Indebtedness in respect thereof
in an aggregate principal amount not to exceed $165,000,000 at any time outstanding;



     (g) (i) Intercompany Debt owed by any Borrower to another Borrower and (ii) intercompany Debt
owed by a Borrower to any Subsidiary (other than a Borrower) so long as such intercompany Debt is
subordinated to the Obligations hereunder on terms reasonably satisfactory to the Agent;



     (h) (i) unsecured Debt in connection with Permitted Acquisitions on terms and conditions
satisfactory to the Agent and (ii) secured Debt in connection with Permitted Acquisitions that is
fully subordinated to the Obligations hereunder, is secured only by Property newly-acquired in
connection with the related Permitted Acquisition and is otherwise on terms and conditions
satisfactory to the Agent, provided, however, that in either case no such Debt
shall be permitted unless no Default or Event of Default shall exist prior to or immediately after
the incurrence of any such Debt and either (A) pro forma Thirty Day Average Excess Availability
immediately prior to the incurrence of any such Debt is at least equal to 27.5% of the Maximum
Revolver Amount and Availability on the date thereof, both before and after giving effect to the
incurrence of any such Debt, is at least equal to 27.5% of the Maximum Revolver Amount or (B) the
Specified Threshold Test is met; and



     (i) Debt in the form of Guaranties permitted by 7.12 hereof.



     For purposes of clause (h) of this Section 7.13, “pro forma” in reference to
the Thirty Day Average Excess Availability test therein, shall mean that compliance with such test
shall be determined giving effect to the incurrence of such Debt and the consummation of the
related Permitted Acquisition as if they occurred on the first day of such thirty (30) day period.



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     For purposes of clause (h) of this Section 7.13, “pro forma” in reference to
the Fixed Charge Coverage Ratio as used in the Specified Threshold Test therein, shall mean that
compliance with such financial covenant tests shall be determined on the basis of the financial
statements and related numbers for the four consecutive fiscal quarters ending with the fiscal
quarter immediately preceding the date on which any such Debt is to be incurred and giving effect
to the incurrence of such Debt and the consummation of the related Permitted Acquisition as if they
occurred on the first day of the four consecutive fiscal quarters ending with such fiscal quarter.



     7.14 Payments of Other Debt; Repurchases of Senior Secured Notes



     No Borrower shall voluntarily prepay any Debt, except (a) the Obligations in accordance with
the terms of this Agreement, (b) provided that no Default or Event of Default exists prior
to or immediately after the making of such prepayments, Debt payments not to exceed $2,000,000 in
the aggregate in any fiscal year and (c) provided that no Default or Event of Default
exists prior to or immediately after the making of such repurchase, the Borrowers may repurchase
the Senior Secured Notes from time to time from unrestricted cash on hand so long as (i) there are
no Revolving Loans outstanding and the Obligations arising in connection with Letters of Credit
hereunder are less than $10,000,000 in the aggregate or (ii) if there are Revolving Loans
outstanding or the Obligations arising in connection with Letters of Credit hereunder are equal to
or greater than $10,000,000 in the aggregate (A) pro forma Thirty Day Average Excess Availability
immediately prior to such repurchase is at least equal to 27.5% of the Maximum Revolver Amount and
Availability on the date thereof, both before and after giving effect to such repurchase, is at
least equal to 27.5% of the Maximum Revolver Amount or (B) the Specified Threshold Test is met.
For purposes of this Section 7.14, “pro forma” in reference to the Fixed Charge Coverage
Ratio as used in the Specified Threshold Test shall mean that compliance with such financial
covenant test referred to in this Section 7.14 shall be determined on the basis of the
financial statements and related numbers for the four consecutive fiscal quarters ending with the
fiscal quarter immediately preceding the date on which any such repurchase is to be made and giving
effect to the making of such repurchase as if it were made on the first day of the four consecutive
fiscal quarters ending with such fiscal quarter. In addition, for purposes of this Section
7.14, “pro forma” shall mean that compliance with the Thirty Day Average Excess Availability
test referred to immediately above shall be determined giving effect to such repurchase as if it
occurred on the first day of such thirty (30) day period. The Borrowers shall not make any
payments or prepayments of the Senior Secured Notes, except (1) as provided above, (2) so long as
no Default or Event of Default shall have occurred and be continuing or would result therefrom,
prepayments, repurchases or repayments of the Senior Secured Notes made from the proceeds of any
Refinancing Indebtedness permitted pursuant to Section 7.13(f), (3) regularly scheduled
payments of interest in respect of the Senior Secured Notes, and (4) mandatory prepayments of the
Senior Secured Notes as required pursuant to the Senior Secured Notes Indenture in connection with
the disposition of (x) assets that constitute “First Priority Collateral,” as such term is
defined in the Senior Secured Notes Indenture as in effect on the date hereof, or (y) assets that
do not constitute “Collateral,” as such term is defined hereunder or in the Senior Secured
Notes Indenture to the extent such mandatory prepayments are required by Section 4.10 of
the Senior Secured Notes Indenture as in effect on the date hereof.



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     7.15 Transactions with Affiliates



     No Borrower shall enter into or be party to any transaction with an Affiliate, except (a)
payment of reasonable compensation to officers and employees for services actually rendered; (b)
payment of customary directors’ fees and indemnities; (c) transactions solely among Borrowers; and
(d) transactions with Affiliates so long as such transaction is in the ordinary course of business,
upon fair and reasonable terms and no less favorable than would be obtained in a comparable
arm’s-length transaction with a non-Affiliate.



     7.16 Investment Banking and Finder’s Fees



     No Borrower shall pay or agree to pay, or reimburse any other party with respect to, any
investment banking or similar or related fee, underwriter’s fee, finder’s fee, or broker’s fee to
any Person in connection with this Agreement. The Borrowers shall defend and indemnify the Agent
and the Lenders against and hold them harmless from all claims of any Person that the Borrowers are
obligated to pay for any such fees, and all costs and expenses (including attorneys’ fees) incurred
by the Agent and/or any Lender in connection therewith.



     7.17 Business Conducted



     Without the prior consent of the Majority Lenders, no Borrower shall engage directly or
indirectly, in any line of business other than (a) any business which is the same, similar,
ancillary or reasonably related to the business in which the Borrowers are engaged on the First
Amendment Closing Date, (b) the design, development, production, distribution and sale of yarns,
fibers, textiles, fabrics and other related goods, (c) the Biomass Business and (d) any other
business to the extent that such business constitutes an immaterial portion of the business of the
Borrowers otherwise permitted herein. For the avoidance of doubt, “an immaterial portion” means
less than five percent (5%) of the total assets of the Borrowers.



     7.18 Liens



     No Borrower shall create, incur, assume, or permit to exist any Lien on any Property now owned
or hereafter acquired by any of them, except Permitted Liens, and Liens, if any, in effect as of
the First Amendment Closing Date described in Schedule 6.9 securing Debt described in
Schedule 6.9 and Liens securing Capital Leases and purchase money Debt permitted in
Section 7.13.



     7.19 Sale and Leaseback Transactions



     No Borrower shall, directly or indirectly, enter into any arrangement with any Person
providing for such Borrower to lease or rent Property that the Parent or any of its Subsidiaries
has sold or will sell or otherwise transfer to such Person unless no Default or Event of Default
has occurred and is continuing or would occur as a result of such transaction.



     7.20 Subsidiaries



     Each Borrower shall cause any Domestic Subsidiary (other than Unifi Kinston, LLC) acquired or
formed after the First Amendment Closing Date to promptly (and in any event within



43









 




thirty (30) days after such Domestic Subsidiary is formed or acquired (or such longer period
of time as agreed to by the Agent in its reasonable discretion)) become a Borrower hereunder and to
pledge its assets constituting Collateral in favor of the Agent as provided in the Security
Agreement and the Pledge Agreement by becoming a party to a Joinder Agreement and if such Domestic
Subsidiary owns or leases any Real Estate having a fair market value in excess of $1,000,000, to
grant a Mortgage thereon in favor of the Agent. The Obligations shall be secured by, among other
things, a first priority perfected security interest in the Collateral of such new Borrower and a
pledge of 100% of the Capital Stock of such new Borrower and its Domestic Subsidiaries and 65% of
the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign
Subsidiaries, subject to the Intercreditor Agreement. In connection with the foregoing, the
Borrowers shall deliver to the Agent, with respect to each new Borrower to the extent applicable,
substantially the same documentation required pursuant to Section 6(f) in the First
Amendment, and such other documents or agreements as the Agent may reasonably request. In lieu of
the foregoing, at the option of the Agent, such Borrower shall cause such Domestic Subsidiary
(other than Unifi Kinston, LLC) to execute and deliver to the Agent (i) a guarantee in form and
substance satisfactory to the Agent causing such Domestic Subsidiary to become guarantor of the
Obligations, (ii) security and pledge agreements with the same effect set forth above, and (iii) if
such Domestic Subsidiary owns or leases any Real Estate having a fair market value in excess of
$1,000,000, a Mortgage thereon in favor of the Agent, and to deliver such additional documentation
of the types described in this Section 7.20, all as the Agent reasonably shall request.




     7.21 Fiscal Year



     No Borrower shall change its Fiscal Year.



     7.22 [Reserved]



     7.23 Fixed Charge Coverage Ratio



     If Availability on any day shall be less than 15% of the Maximum Revolver Amount (any such
event being a “Covenant Trigger”), the Borrowers shall be required to maintain a Fixed
Charge Coverage Ratio of at least 1.00 to 1.00 as of the immediately preceding fiscal quarter end
for which financial statements have been (or were required to be) delivered hereunder and as of
each subsequent fiscal quarter end thereafter; provided, however, that (a) a breach
of such covenant when so tested shall not be cured by a subsequent increase of Availability above
the applicable limit set forth above, and (b) following a Covenant Trigger, the requirement to
comply with the Fixed Charge Coverage Ratio shall no longer apply if Availability on each day
during any period of three (3) consecutive months commencing after the date of such Covenant
Trigger shall be at least equal to 15% of the Maximum Revolver Amount, after which time the
requirement to comply with the Fixed Charge Coverage Ratio shall not apply unless a subsequent
Covenant Trigger occurs. If the Borrowers fail to deliver financial statements on the due date
therefor (without giving effect to any cure periods), such that the Fixed Charge Coverage Ratio
cannot be calculated, the Fixed Charge Coverage Ratio shall be deemed to be less than 1.00 to 1.00
until such time as the required financial statements are actually delivered.



     7.24 [Reserved]



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     7.25 Use of Proceeds



     No Borrower shall, or shall suffer or permit any Subsidiary to, use any portion of the Loan
proceeds, directly or indirectly, (a) to purchase or carry Margin Stock, (b) to repay or otherwise
refinance indebtedness of a Borrower or others incurred to purchase or carry Margin Stock, (iii) to
extend credit for the purpose of purchasing or carrying any Margin Stock, or (iv) to acquire any
security in any transaction that is subject to Section 13 or 14 of the Exchange Act.



     7.26 [Reserved]



     7.27 Bank Accounts



     Without the prior consent of the Agent, neither the Parent nor any other Borrower shall open,
maintain or otherwise have any checking, savings or other accounts at any bank or other financial
institution, or any other account where money is or may be deposited or maintained with any Person,
other than the accounts set forth on Schedule 6.27 hereto, on and after the First Amendment
Closing Date, except for such other accounts which are subject to a tri-party lockbox or other
Account Control Agreement satisfactory to the Agent or which do not have a balance in excess of
$100,000 in the aggregate at any time. All such deposit accounts, other than payroll accounts,
shall be under the sole dominion and control of the Agent in accordance with the provisions of the
Security Agreement.



     7.28 [Reserved]



     7.29 Modification of Agreements



     (a) The Parent shall not, nor shall it permit any other Borrower to, amend, restate,
supplement, modify or terminate the Senior Secured Notes Indenture or any agreement, document or
instrument relating thereto without the prior written consent of the Agent and the Majority
Lenders, provided that no such consent shall be necessary with respect to any such
amendment, supplement or modification (i) which does not adversely affect the Lenders and (ii)
would not be prohibited pursuant to the terms of the Intercreditor Agreement.



     (b) No Borrower will amend, supplement or otherwise modify the terms of its organizational
documents in any manner adverse to the Lenders without the prior written consent of the Agent and
the Majority Lenders.



     7.30 Restrictions on Subsidiary Distributions



     The Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly,
create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on
the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its
capital stock or any other interest or participation in its profits owned by the Parent or any
Subsidiary, or pay any Debt owed to the Parent or any Subsidiary, (b) make loans or advances to the
Parent or any of its Subsidiaries, or (c) transfer any of its properties or assets to a Borrower,
except for such encumbrances or restrictions existing under or by reason of applicable laws or the
Agreement.



45









 





     7.31 Further Assurances



     The Borrowers shall execute and deliver, or cause to be executed and delivered, to the Agent
and/or the Lenders such documents and agreements, and shall take or cause to be taken such actions,
as the Agent or any Lender may, from time to time, request to carry out the terms and conditions of
this Agreement and the other Loan Documents. Upon the purchase or acquisition after the First
Amendment Closing Date by any Borrower of any Real Estate with a fair market value in excess of
$1,000,000, such Borrower will provide to the Agent within 30 days of such purchase or acquisition,
a Mortgage with respect to such Real Estate and the Related Real Estate Documents.



ARTICLE 8

CONDITIONS OF LENDING



     8.1 Conditions Precedent to Closing



     This Agreement shall become effective upon, and the obligation of the Lenders to make the
initial Revolving Loans on the First Amendment Closing Date, and the obligation of the Agent to
cause the Letter of Credit Issuer to issue any Letter of Credit on the First Amendment Closing
Date, are subject to the satisfaction of the conditions precedent in the First Amendment.



     8.2 Conditions Precedent to Each Loan



     The obligation of the Lenders to make each Loan, including the initial Revolving Loans on the
First Amendment Closing Date, and any Commitment Increase, and the obligation of the Agent to cause
the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the further
conditions precedent that on and as of the date of any such extension of credit:



     (a) The following statements shall be true, and the acceptance by the Borrowers of any
extension of credit shall be deemed to be a statement to the effect set forth in clauses
(i), (ii) and (iii) with the same effect as the delivery to the Agent and the
Lenders of a certificate signed by a Responsible Officer, dated the date of such extension of
credit, stating that:




     (i) The representations and warranties contained in this Agreement and the other Loan
Documents which are qualified by an exception for Material Adverse Effect are true and
correct on and as of the date of such extension of credit as though made on and as of such
date and all other representations and warranties contained in this Agreement and the other
Loan Documents are true and correct in all material respects on and as of the date of such
extension of credit as though made on and as of such date, other than any such
representation or warranty which relates to a specified prior date and except to the extent
the Agent and the Lenders have been notified in writing by the Borrowers that any
representation or warranty is not correct and the Required Lenders have explicitly waived in
writing compliance with such representation or warranty;




     (ii) No event has occurred and is continuing, or would result from such extension of
credit, which constitutes a Default or an Event of Default; and



46









 






     (iii) Any extension of credit under this Agreement shall constitute permitted
“Credit Agreement” debt under Section 4.09(1) of the Senior Secured Notes Indenture
and shall be secured by “Permitted Liens” described under clause (1) of the
definition thereof in the Senior Secured Notes Indenture.



     (b) No such Borrowing shall exceed Availability, provided, however, that the
foregoing conditions precedent are not conditions to each Lender participating in or reimbursing
the Bank or the Agent for such Lenders’ Pro Rata Share of any Ex-Im Bank Revolving Loans, Non
Ratable Loan or Agent Advance made in accordance with the provisions of Sections 1.2(h) and
(i).



ARTICLE 9

DEFAULT; REMEDIES



     9.1 Events of Default



     It shall constitute an event of default (“Event of Default”) if any one or more of the
following shall occur for any reason:



     (a) any failure by any Borrower to pay the principal of or interest or premium on any of the
Obligations or any fee or other amount owing hereunder when due, whether upon demand or otherwise
and, with respect only to the failure to pay interest, such failure shall continue for three (3)
days or more;



     (b) any representation or warranty made or deemed made by any Borrower in this Agreement or by
any Borrower in any of the other Loan Documents, any Financial Statement, or any certificate
furnished by the Parent or any other Borrower at any time to the Agent or any Lender shall prove to
be untrue in any material respect as of the date on which made, deemed made, or furnished;



     (c) (i) any default shall occur in the observance or performance of any of the covenants and
agreements contained in Sections 7.2, 7.5, 7.9, 7.27 or Section
11 of the Security Agreement, (ii) any default shall occur in the observance or performance of
any of the covenants and agreements contained in Sections 5.2 or 5.3 and such
default shall continue for five (5) days or more, or, if such default is capable of being cured,
five (5) days following the Borrowers’ receipt of notice of the occurrence of any such Event of
Default from any Lender or the Agent or following the date on which any Borrower obtained knowledge
thereof; or (iii) any default shall occur in the observance or performance of any of the other
covenants or agreements contained in any other Section of this Agreement or any other Loan
Document, any other Loan Documents, or any other agreement entered into at any time to which any
Borrower and the Agent or any Lender are party (including in respect of any Bank Products) and such
default shall continue for fifteen (15) days or more, or, if such default is capable of being
cured, fifteen (15) days following the Borrowers’ receipt of notice of the occurrence of any such
Event of Default from any Lender or the Agent or following the date on which any Borrower obtained
knowledge thereof;



     (d) any default shall occur with respect to any Debt (other than the Obligations) of any
Borrower in an outstanding principal amount which exceeds $5,000,000, or under any



47









 




agreement or instrument under or pursuant to which any such Debt may have been issued,
created, assumed, or guaranteed by any Borrower, and such default shall continue for more than the
period of grace, if any, therein specified, if the effect thereof (with or without the giving of
notice or further lapse of time or both) is to accelerate, or to permit the holders of any such
Debt to accelerate, the maturity of any such Debt; or any such Debt shall be declared due and
payable or be required to be prepaid (other than by a regularly scheduled required prepayment)
prior to the stated maturity thereof;




     (e) the Parent or any other Borrower shall (i) file a voluntary petition in bankruptcy or file
a voluntary petition or an answer or otherwise commence any action or proceeding seeking
reorganization, arrangement or readjustment of its debts or for any other relief under the federal
Bankruptcy Code, as amended, or under any other bankruptcy or insolvency act or law, state or
federal, now or hereafter existing, or consent to, approve of, or acquiesce in, any such petition,
action or proceeding; (ii) apply for or acquiesce in the appointment of a receiver, assignee,
liquidator, sequestrator, custodian, monitor, trustee or similar officer for it or for all or any
part of its Property; (iii) make an assignment for the benefit of creditors; or (iv) be unable
generally to pay its debts as they become due;



     (f) an involuntary petition shall be filed or an action or proceeding otherwise commenced
seeking reorganization, arrangement, consolidation or readjustment of the debts of the Parent or
any other Borrower or for any other relief under the federal Bankruptcy Code, as amended, or under
any other bankruptcy or insolvency act or law, state or federal, now or hereafter existing and such
petition or proceeding shall not be dismissed within thirty (30) days after the filing or
commencement thereof or an order of relief shall be entered with respect thereto;



     (g) a receiver, assignee, liquidator, sequestrator, custodian, monitor, trustee or similar
officer for the Parent or any other Borrower or for all or any part of its Property shall be
appointed or a warrant of attachment, execution or similar process shall be issued against any part
of the Property of the Parent or any other Borrower;



     (h) except as otherwise permitted in Section 7.9, the Parent or any other Borrower
shall file a certificate of dissolution under applicable state law or shall be liquidated,
dissolved or wound up or shall commence or have commenced against it any action or proceeding for
dissolution, winding up or liquidation, or shall take any corporate action in furtherance thereof;



     (i) all or any material part of the Property of the Parent or any other Borrower shall be
nationalized, expropriated or condemned, seized or otherwise appropriated, or custody or control of
such Property or of the Parent or such other Borrower shall be assumed by any Governmental
Authority or any court of competent jurisdiction at the instance of any Governmental Authority,
except where contested in good faith by proper proceedings diligently pursued where a stay of
enforcement is in effect;



     (j) any Loan Document shall be terminated, revoked or declared void or invalid or
unenforceable or challenged by any Borrower;



48









 





     (k) one or more judgments, orders, decrees or arbitration awards is entered against any
Borrower involving in the aggregate liability (to the extent not covered by independent third party
insurance as to which the insurer does not dispute coverage) as to any single or related or
unrelated series of transactions, incidents or conditions, in an amount equal to the lesser of
fifty percent (50%) of Availability or $5,000,000, and the same shall remain unsatisfied, unvacated
and unstayed pending appeal for a period of thirty (30) days after the entry thereof;



     (l) any loss, theft, damage or destruction of any item or items of Collateral or other
Property of the Parent or any Borrower occurs which could reasonably be expected to cause a
Material Adverse Effect and is not adequately covered by insurance;



     (m) there is filed against the Parent or any other Borrower any action, suit or proceeding
under any federal or state racketeering statute (including the Racketeer Influenced and Corrupt
Organization Act of 1970), which action, suit or proceeding (i) is not dismissed within one hundred
twenty (120) days, and (ii) could reasonably be expected to result in the confiscation or
forfeiture of any material portion of the Collateral;



     (n) for any reason other than the failure of the Agent to take any action available to it to
maintain perfection of the Agent’s Liens, pursuant to the Loan Documents, any Loan Document ceases
to be in full force and effect or any Lien with respect to any material portion of the Collateral
intended to be secured thereby ceases to be, or is not, valid, perfected and prior to all other
Liens (other than Permitted Liens) or is terminated, revoked or declared void; or



     (o) there occurs a Change of Control.



     9.2 Remedies



     (a) If a Default or an Event of Default exists, the Agent may, in its discretion, and shall,
at the direction of the Required Lenders, do one or more of the following at any time or times and
in any order, upon notice to or demand on any Borrower: (i) reduce the Maximum Revolver Amount, or
the advance rates against Eligible Accounts and/or Eligible Inventory used in computing the
Borrowing Base, or reduce one or more of the other elements used in computing the Borrowing Base;
(ii) restrict the amount of or refuse to make Revolving Loans; and (iii) restrict or refuse to
provide Letters of Credit or Credit Support. If an Event of Default exists, the Agent shall, at
the direction of the Required Lenders, do one or more of the following, in addition to the actions
described in the preceding sentence, at any time or times and in any order, upon notice to or
demand on the Borrowers: (A) terminate the Commitments and this Agreement; (B) declare any or all
Obligations (other than Secured Bank Product Obligations) to be immediately due and payable;
provided, however, that upon the occurrence of any Event of Default described in
Sections 9.1(e), 9.1(f), 9.1(g), or 9.1(h), the Commitments shall
automatically and immediately expire and all Obligations (other than Secured Bank Product
Obligations) shall automatically become immediately due and payable without notice or demand of any
kind; (C) require the Borrowers to cash collateralize all outstanding Letter of Credit Obligations;
and (D) pursue its other rights and remedies under the Loan Documents and applicable law.



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     (b) If an Event of Default has occurred and is continuing: (i) the Agent shall have for the
benefit of the Lenders, in addition to all other rights of the Agent and the Lenders, the rights
and remedies of a secured party under the Loan Documents and the UCC; (ii) the Agent may, at any
time, take possession of the Collateral and keep it on any Borrower’s premises, at no cost to the
Agent or any Lender, or remove any part of it to such other place or places as the Agent may
desire, or the Borrowers shall, upon the Agent’s demand, at the Borrowers’ cost, assemble the
Collateral and make it available to the Agent at a place reasonably convenient to the Agent; and
(iii) the Agent may sell and deliver any Collateral at public or private sales, for cash, upon
credit or otherwise, at such prices and upon such terms as the Agent deems advisable, in its sole
discretion, and may, if the Agent deems it reasonable, postpone or adjourn any sale of the
Collateral by an announcement at the time and place of sale or of such postponed or adjourned sale
without giving a new notice of sale. Without in any way requiring notice to be given in the
following manner, each Borrower agrees that any notice by the Agent of sale, disposition or other
intended action hereunder or in connection herewith, whether required by the UCC or otherwise,
shall constitute reasonable notice to each Borrower if such notice is mailed by registered or
certified mail, return receipt requested, postage prepaid, or is delivered personally against
receipt, at least five (5) Business Days prior to such action to each Borrower’s address specified
in or pursuant to Section 14.8. If any Collateral is sold on terms other than payment in
full at the time of sale, no credit shall be given against the Obligations until the Agent or the
Lenders receive payment, and if the buyer defaults in payment, the Agent may resell the Collateral
without further notice to any Borrower. In the event the Agent seeks to take possession of all or
any portion of the Collateral by judicial process, each Borrower irrevocably waives: (A) the
posting of any bond, surety or security with respect thereto which might otherwise be required; (B)
any demand for possession prior to the commencement of any suit or action to recover the
Collateral; and (C) any requirement that the Agent retain possession and not dispose of any
Collateral until after trial or final judgment. Each Borrower agrees that the Agent has no
obligation to preserve rights to the Collateral or marshal any Collateral for the benefit of any
Person. The Agent is hereby granted a license or other right to use, without charge, the
Borrowers’ labels, patents, copyrights, name, trade secrets, trade names, trademarks, and
advertising matter, or any similar Property, in completing production of, advertising or selling
any Collateral, and the Borrowers’ rights under all licenses and all franchise agreements shall
inure to the Agent’s benefit for such purpose. The proceeds of sale shall be applied first to all
expenses of sale, including attorneys’ fees, and then to the Obligations. The Agent will return
any excess to the Borrowers and the Borrowers shall remain liable for any deficiency.



     (c) If an Event of Default occurs, each Borrower hereby waives all rights to notice and
hearing prior to the exercise by the Agent of the Agent’s rights to repossess the Collateral
without judicial process or to reply, attach or levy upon the Collateral without notice or hearing.



ARTICLE 10

TERM AND TERMINATION



     10.1 Term and Termination



     The term of this Agreement shall end on the Stated Termination Date unless sooner terminated
in accordance with the terms hereof. The Agent upon direction from the Required Lenders may
terminate this Agreement upon the occurrence of an Event of Default by the giving



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of such notice as may be required pursuant to Section 9.2(a). Upon the effective date
of termination of this Agreement for any reason whatsoever, all Obligations (including all unpaid
principal, accrued and unpaid interest and any early termination or prepayment fees or penalties)
shall become immediately due and payable and the Borrowers shall immediately arrange for the
cancellation and return of Letters of Credit then outstanding. Notwithstanding the termination of
this Agreement, until all Obligations are indefeasibly paid and performed in full in immediately
available funds, the Borrowers shall remain bound by the terms of this Agreement and shall not be
relieved of any of its Obligations hereunder or under any other Loan Document, and the Agent and
the Lenders shall retain all their rights and remedies hereunder (including the Agent’s Liens in
and all rights and remedies with respect to all then existing and after arising Collateral).




ARTICLE 11

AMENDMENTS; WAIVERS; PARTICIPATIONS;

ASSIGNMENTS; SUCCESSORS



     11.1 Amendments and Waivers



     (a) No amendment or waiver of any provision of this Agreement or any other Loan Document, and
no consent with respect to any departure by the Borrowers therefrom, shall be effective unless the
same shall be in writing and signed by the Majority Lenders (or by the Agent at the written request
of the Majority Lenders) and the Borrowers and then any such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given; provided,
however, that no such waiver, amendment, or consent shall, unless in writing and signed by
all the Lenders and the Borrowers and acknowledged by the Agent, do any of the following:




     (i) increase or extend the Commitment of any Lender, except in connection with any
Commitment Increase pursuant to Section 1.5;




     (ii) postpone or delay any date fixed by this Agreement or any other Loan Document for
any payment of principal, interest, fees or other amounts due to the Lenders (or any of
them) hereunder or under any other Loan Document;




     (iii) reduce the principal of, or the rate of interest specified herein on any Loan, or
any fees or other amounts payable hereunder or under any other Loan Document;




     (iv) change the percentage of the Commitments or of the aggregate unpaid principal
amount of the Loans which is required for the Lenders or any of them to take any action
hereunder;




     (v) increase any of the percentages set forth in the definition of the Borrowing Base;




     (vi) amend this Section or any provision of this Agreement providing for consent or
other action by all Lenders;



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     (vii) release any Guaranties of the Obligations or release Collateral other than as
permitted by Section 12.11 or release any Borrower from its obligations under any
Loan Document;




     (viii) change the definitions of “Majority Lenders” or “Required Lenders”;




     (ix) increase the Maximum Revolver Amount or Letter of Credit Subfacility;




     (x) amend Section 3.8 or Section 12.12; or




     (xi) contractually subordinate the Agent’s Lien (other than Liens securing Capital
Leases and purchase money Debt permitted by Section 7.18 and operating leases
permitted by clause (h) of the definition of Permitted Liens);


provided, however, the Agent may, in its sole discretion and notwithstanding the
limitations contained in clauses (v) and (ix) above and any other terms of this Agreement, make
Agent Advances in accordance with Section 1.2(i) and, provided further,
that no amendment, waiver or consent shall, unless in writing and signed by the Agent, affect the
rights or duties of the Agent under this Agreement or any other Loan Document and provided
further, that Schedule 1.2 hereto (Commitments) may be amended from time to time by
Agent alone to reflect assignments of Commitments in accordance herewith. Notwithstanding the
limitations contained in Section 11.1(a) above, the Lenders acknowledge that the Borrowers
intend to apply to the Ex-Im Bank for qualification under the Ex-Im Bank Working Capital Guarantee
Program after the First Amendment Closing Date. To the extent the Agent approves the form of the
documents governing Borrowers’ application, Lenders to this Agreement as of the date of such
approval shall execute any amendments without any amendment fee that may be necessary in the
reasonable discretion of Agent to this Agreement and to the other Loan Documents to enable the
Agent and the Lenders to make Ex-Im Bank Revolving Loans to the Borrowers on the terms contained
herein and in the Borrowers’ Ex-Im Agreement; provided, however, that in no event
shall the provisions of such documents amend or eliminate the ten percent (10%) reserve requirement
relating to Ex-Im Bank Revolving Loans set forth in clause (i) in the definition of
“Reserves” and, provided, further, that the foregoing limitation on
amendment fees does not apply to the imposition of any facility fees (including reasonable
attorneys’ fees) on the Borrowers under the Ex-Im Bank Working Capital Guarantee Program.




     (b) If any fees are paid to the Lenders as consideration for amendments, waivers or consents
with respect to this Agreement, at Agent’s election, such fees may be paid only to those Lenders
that agree to such amendments, waivers or consents within the time specified for submission
thereof.



     (c) If, in connection with any proposed amendment, waiver or consent (a “Proposed
Change”):




     (i) requiring the consent of all Lenders, the consent of Required Lenders is obtained,
but the consent of other Lenders is not obtained (any such Lender whose consent is not
obtained as described in this clause (i) and in clause (ii) below being referred to as a
“Non Consenting Lender”), or



52









 






     (ii) requiring the consent of Required Lenders, the consent of Majority Lenders is
obtained,


then, so long as the Agent is not a Non Consenting Lender, at the Borrowers’ request, the Agent or
an Eligible Assignee shall have the right (but not the obligation) with the Agent’s approval, to
purchase from the Non Consenting Lenders, and the Non Consenting Lenders agree that they shall
sell, all the Non Consenting Lenders’ Commitments for an amount equal to the principal balances
thereof and all accrued interest and fees with respect thereto through the date of sale pursuant to
Assignment and Acceptance Agreement(s), without premium or discount.




     11.2 Assignments; Participations



     (a) Any Lender may, with the written consent of the Agent (which consent shall not be
unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided
that no consent of the Agent shall be required in connection with any assignment and delegation by
a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of
all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder,
in a minimum amount of $10,000,000 (provided that, unless an assignor Lender has assigned
and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be
permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a
minimum amount of $10,000,000; provided, however, that the Borrowers and the Agent
may continue to deal solely and directly with such Lender in connection with the interest so
assigned to an Assignee until (i) written notice of such assignment, together with payment
instructions, addresses and related information with respect to the Assignee, shall have been given
to the Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee
shall have delivered to the Borrowers and the Agent an Assignment and Acceptance in the form of
Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to
such assignment and (iii) the assignor Lender or Assignee has paid to the Agent a processing fee in
the amount of $3,500. The Borrowers agree to promptly execute and deliver new promissory notes and
replacement promissory notes as reasonably requested by the Agent to evidence assignments of the
Loans and Commitments in accordance herewith.



     (b) From and after the date that the Agent notifies the assignor Lender that it has received
an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the
Assignee thereunder shall be a party hereto and, to the extent that rights and obligations,
including, but not limited to, the obligation to participate in Letters of Credit and Credit
Support have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights
and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the
extent that rights and obligations hereunder and under the other Loan Documents have been assigned
by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its
obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or
the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such
Lender shall cease to be a party hereto).



     (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder
and the Assignee thereunder confirm to and agree with each other and the other parties hereto as
follows: (i) other than as provided in such Assignment and Acceptance, such



53









 




assigning Lender makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value
of this Agreement or any other Loan Document furnished pursuant hereto or the attachment,
perfection, or priority of any Lien granted by the Borrowers to the Agent or any Lender in the
Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrowers or the performance or
observance by the Borrowers of any of its obligations under this Agreement or any other Loan
Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of
this Agreement, together with such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such
Assignee will, independently and without reliance upon the Agent, such assigning Lender or any
other Lender, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under this Agreement; (v)
such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to
exercise such powers under this Agreement as are delegated to the Agent by the terms hereof,
together with such powers, including the discretionary rights and incidental power, as are
reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance
with their terms all of the obligations which by the terms of this Agreement are required to be
performed by it as a Lender.




     (d) Immediately upon satisfaction of the requirements of Section 11.2(a), this
Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect
the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom.
The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro
tanto.



     (e) Any Lender may at any time sell to one or more commercial banks, financial institutions,
or other Persons not Affiliates of the Borrowers (a “Participant”) participating interests
in any Loans, the Commitment of that Lender and the other interests of that Lender (the
“originating Lender”) hereunder and under the other Loan Documents; provided,
however, that (i) the originating Lender’s obligations under this Agreement shall remain
unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such
obligations, (iii) the Borrowers and the Agent shall continue to deal solely and directly with the
originating Lender in connection with the originating Lender’s rights and obligations under this
Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any
participating interest under which the Participant has rights to approve any amendment to, or any
consent or waiver with respect to, this Agreement or any other Loan Document except the matters set
forth in Section 11.1(a) (i), (ii) and (iii), and all amounts payable by
the Borrowers hereunder shall be determined as if such Lender had not sold such participation.



     (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a
security interest in, or pledge, all or any portion of its rights under and interest in this
Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S.
Treasury Regulation 31 CFR §203.14, and such Federal Reserve Bank may enforce such pledge or
security interest in any manner permitted under applicable law.




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ARTICLE 12

THE AGENT




     12.1 Appointment and Authorization



     Each Lender hereby designates and appoints Bank as its Agent under this Agreement and the
other Loan Documents and each Lender hereby irrevocably authorizes the Agent to take such action on
its behalf under the provisions of this Agreement and each other Loan Document and to exercise such
powers and perform such duties as are expressly delegated to it by the terms of this Agreement or
any other Loan Document, together with such powers as are reasonably incidental thereto. The Agent
agrees to act as such on the express conditions contained in this Article 12. The
provisions of this Article 12 are solely for the benefit of the Agent and the Lenders and
the Borrowers shall have no rights as a third party beneficiary of any of the provisions contained
herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in
any other Loan Document, the Agent shall not have any duties or responsibilities, except those
expressly set forth herein, nor shall the Agent have or be deemed to have any fiduciary
relationship with any Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Agent. Without limiting the generality of the foregoing sentence, the
use of the term “agent” in this Agreement with reference to the Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency doctrine of any
applicable law. Instead, such term is used merely as a matter of market custom, and is intended to
create or reflect only an administrative relationship between independent contracting parties.
Except as expressly otherwise provided in this Agreement, the Agent shall have and may use its sole
discretion with respect to exercising or refraining from exercising any discretionary rights or
taking or refraining from taking any actions which the Agent is expressly entitled to take or
assert under this Agreement and the other Loan Documents, including (a) the determination of the
applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b)
the making of Agent Advances pursuant to Section 1.2(i), and (c) the exercise of remedies
pursuant to Section 9.2, and any action so taken or not taken shall be deemed consented to
by the Lenders.



     12.2 Delegation of Duties



     The Agent may execute any of its duties under this Agreement or any other Loan Document by or
through agents, employees or attorneys in fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Agent shall not be responsible for the
negligence or misconduct of any agent or attorney in fact that it selects as long as such selection
was made without gross negligence or willful misconduct.



     12.3 Liability of Agent



     None of the Agent Related Persons shall (i) be liable for any action taken or omitted to be
taken by any of them under or in connection with this Agreement or any other Loan Document or the
transactions contemplated hereby (except for its own gross negligence or willful misconduct), or
(ii) be responsible in any manner to any of the Lenders for any recital, statement, representation
or warranty made by the Borrowers or Affiliate of any Borrower, or any officer



55









 





thereof, contained in this Agreement or in any other Loan Document, or in any certificate,
report, statement or other document referred to or provided for in, or received by the Agent under
or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any
failure of any Borrower or any other party to any Loan Document to perform its obligations
hereunder or thereunder. No Agent Related Person shall be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance of any of the agreements contained in,
or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or
records of the Borrowers or any of the Borrowers’ Affiliates.




     12.4 Reliance by Agent



     The Agent shall be entitled to rely, and shall be fully protected in relying, upon any
writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or
telephone message, statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and
statements of legal counsel (including counsel to the Borrowers), independent accountants and other
experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take
any action under this Agreement or any other Loan Document unless it shall first receive such
advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it
shall first be indemnified to its satisfaction by the Lenders against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take any such action. The
Agent shall in all cases be fully protected in acting, or in refraining from acting, under this
Agreement or any other Loan Document in accordance with a request or consent of the Required
Lenders (or all Lenders if so required by Section 11.1) and such request and any action
taken or failure to act pursuant thereto shall be binding upon all of the Lenders.



     12.5 Notice of Default



     The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or
Event of Default, unless the Agent shall have received written notice from a Lender or the
Borrowers referring to this Agreement, describing such Default or Event of Default and stating that
such notice is a “notice of default.” The Agent will notify the Lenders of its receipt of any such
notice. The Agent shall take such action with respect to such Default or Event of Default as may
be requested by the Required Lenders in accordance with Section 9; provided,
however, that unless and until the Agent has received any such request, the Agent may (but
shall not be obligated to) take such action, or refrain from taking such action, with respect to
such Default or Event of Default as it shall deem advisable.



     12.6 Credit Decision



     Each Lender acknowledges that none of the Agent Related Persons has made any representation or
warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs
of the Borrowers and their Affiliates, shall be deemed to constitute any representation or warranty
by any Agent Related Person to any Lender. Each Lender represents to the Agent that it has,
independently and without reliance upon any Agent Related Person and based on such documents and
information as it has deemed appropriate, made its own appraisal



56









 





of and investigation into the business, prospects, operations, Property, financial and other
condition and creditworthiness of the Borrowers and their Affiliates, and all applicable bank
regulatory laws relating to the transactions contemplated hereby, and made its own decision to
enter into this Agreement and to extend credit to the Borrowers. Each Lender also represents that
it will, independently and without reliance upon any Agent Related Person and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit
analysis, appraisals and decisions in taking or not taking action under this Agreement and the
other Loan Documents, and to make such investigations as it deems necessary to inform itself as to
the business, prospects, operations, Property, financial and other condition and creditworthiness
of the Borrowers. Except for notices, reports and other documents expressly herein required to be
furnished to the Lenders by the Agent, the Agent shall not have any duty or responsibility to
provide any Lender with any credit or other information concerning the business, prospects,
operations, Property, financial and other condition or creditworthiness of the Borrowers which may
come into the possession of any of the Agent Related Persons.




     12.7 Indemnification



     Whether or not the transactions contemplated hereby are consummated, the Lenders shall
indemnify upon demand the Agent Related Persons (to the extent not reimbursed by or on behalf of
the Borrowers and without limiting the obligation of the Borrowers to do so), in accordance with
their Pro Rata Shares, from and against any and all Indemnified Liabilities as such term is defined
in Section 14.11; provided, however, that no Lender shall be liable for the
payment to the Agent Related Persons of any portion of such Indemnified Liabilities resulting
solely from such Person’s gross negligence or willful misconduct. Without limitation of the
foregoing, each Lender shall reimburse the Agent upon demand for its Pro Rata Share of any costs or
out of pocket expenses (including Attorney Costs) incurred by the Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or
referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on
behalf of the Borrowers. The undertaking in this Section shall survive the payment of all
Obligations hereunder and the resignation or replacement of the Agent.



     12.8 Agent in Individual Capacity



     The Bank and its Affiliates may make loans to, issue letters of credit for the account of,
accept deposits from, acquire equity interests in and generally engage in any kind of banking,
trust, financial advisory, underwriting or other business with the Parent and its Subsidiaries and
Affiliates as though the Bank were not the Agent hereunder and without notice to or consent of the
Lenders. The Bank or its Affiliates may receive information regarding the Parent, each Borrower,
its Affiliates and Account Debtors (including information that may be subject to confidentiality
obligations in favor of Parent or any other Borrower) and the Lenders acknowledge that the Bank
shall be under no obligation to provide such information to them. With respect to its Loans, the
Bank shall have the same rights and powers under this Agreement as any other Lender and may
exercise the same as though it were not the Agent, and the terms “Lender” and “Lenders” include the
Bank in its individual capacity.



57









 





     12.9 Successor Agent



     The Agent may resign as Agent upon at least 30 days’ prior notice to the Lenders and the
Borrowers, such resignation to be effective upon the acceptance of a successor agent to its
appointment as Agent. In the event the Bank sells all of its Commitment and Revolving Loans as
part of a sale, transfer or other disposition by the Bank of substantially all of its loan
portfolio, the Bank shall resign as Agent and such purchaser or transferee shall become the
successor Agent hereunder. Subject to the foregoing, if the Agent resigns under this Agreement,
the Required Lenders shall appoint a successor agent which shall be (a) a Lender or an Affiliate of
a Lender; or (b) a commercial bank that is organized under the laws of the United States or any
state or district thereof, has a combined capital surplus of at least $200,000,000. If no
successor agent is appointed prior to the effective date of the resignation of the Agent, the Agent
may appoint, after consulting with the Lenders and the Borrowers, a successor agent from among the
Lenders. Upon the acceptance of its appointment as successor agent hereunder, such successor agent
shall succeed to all the rights, powers and duties of the retiring Agent and the term “Agent” shall
mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be
terminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this
Article 12 shall continue to inure to its benefit as to any actions taken or omitted to be
taken by it while it was Agent under this Agreement.



     12.10 [Reserved]



     12.11 Collateral Matters



     (a) The Lenders hereby irrevocably authorize the Agent, at its option and in its sole
discretion, to release any Agent’s Liens upon any Collateral (i) upon the termination of the
Commitments and payment and satisfaction in full in immediately available funds by Borrowers of all
Loans and reimbursement obligations in respect of Letters of Credit and Credit Support, and the
termination of all outstanding Letters of Credit (whether or not any of such obligations are due)
and all other Obligations; (ii) constituting Property being distributed, transferred, sold or
otherwise disposed of in compliance with Section 7.9; provided, that the Borrowers
shall promptly notify the Agent of any distribution, transfer, sale or other disposition of such
Property having a value in excess of $2,000,000, (iii) constituting Property in which the Borrowers
owned no interest at the time the Lien was granted or at any time thereafter; or (iv) constituting
Property leased to a Borrower under a lease which has expired or been terminated in a transaction
permitted under this Agreement. Except as provided above, the Agent will not release any of the
Agent’s Liens without the prior written authorization of the Lenders; provided that (A) the
Agent may, in its discretion, release the Agent’s Liens on Collateral valued in the aggregate not
in excess of the lesser of 5% of Availability or $2,000,000 during each Fiscal Year without the
prior written authorization of the Lenders, (B) the Agent may release the Agent’s Liens on
Collateral valued in the aggregate not in excess of $3,000,000 during each Fiscal Year with the
prior written authorization of Required Lenders, and (C) the Agent may release the Agent’s Liens on
Collateral which constitutes “First Priority Collateral”, as such term is defined in the
Senior Secured Notes Indenture as in effect on the date hereof, if required pursuant to the
Intercreditor Agreement. Upon request by the Agent or the Borrowers at any time, the Lenders will
confirm in writing the Agent’s authority to release any Agent’s Liens upon particular types or
items of Collateral pursuant to this Section 12.11.



58









 





     (b) Upon receipt by the Agent of any authorization required pursuant to Section
12.11(a) from the Lenders of the Agent’s authority to release Agent’s Liens upon particular
types or items of Collateral, and upon at least five (5) Business Days prior written request by the
Borrowers, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such
documents as may be necessary to evidence the release of the Agent’s Liens upon such Collateral;
provided, however, that (i) the Agent shall not be required to execute any such
document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any
obligation or entail any consequence other than the release of such Liens without recourse or
warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations
or any Liens (other than those expressly being released) upon (or obligations of the Borrowers in
respect of) all interests retained by the Borrowers, including the proceeds of any sale, all of
which shall continue to constitute part of the Collateral.



     (c) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the
Collateral exists or is owned by the Borrowers or is cared for, protected or insured or has been
encumbered, or that the Agent’s Liens have been properly or sufficiently or lawfully created,
perfected, protected or enforced or are entitled to any particular priority, or to exercise at all
or in any particular manner or under any duty of care, disclosure or fidelity, or to continue
exercising, any of the rights, authorities and powers granted or available to the Agent pursuant
to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or
any act, omission or event related thereto, the Agent may act in any manner it may deem
appropriate, in its sole discretion given the Agent’s own interest in the Collateral in its
capacity as one of the Lenders and that the Agent shall have no other duty or liability whatsoever
to any Lender as to any of the foregoing.



     12.12 Set-Off; Sharing of Payments



     (a) The Agent, the Lenders and their Affiliates are each authorized by the Borrowers at any
time during an Event of Default, without notice to the Borrowers or any other Person, to set off
and to appropriate and apply any deposits (general or special), funds, claims, obligations,
liabilities or other Debt at any time held or owing by the Agent, any Lender or any such Affiliate
to or for the account of any Borrower against any Obligations, whether or not demand for payment of
such Obligation has been made, any Obligations have been declared due and payable, are then due, or
are contingent or unmatured, or the Collateral or any guaranty or other security for the
Obligations is adequate.



     (b) If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or
otherwise, any proceeds of Collateral or any payments with respect to the Obligations of the
Borrowers to such Lender arising under, or relating to, this Agreement or the other Loan Documents,
except for any such proceeds or payments received by such Lender from the Agent pursuant to the
terms of this Agreement, or (ii) payments from the Agent in excess of such Lender’s ratable portion
of all such distributions by the Agent, such Lender shall promptly (A) turn the same over to the
Agent, in kind, and with such endorsements as may be required to negotiate the same to the Agent,
or in same day funds, as applicable, for the account of all of the Lenders and for application to
the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase,
without recourse or warranty, an undivided interest and participation in the Obligations owed to
the other Lenders so that such excess payment received



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shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares;
provided, however, that if all or part of such excess payment received by the
purchasing party is thereafter recovered from it, those purchases of participations shall be
rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid
therefor shall be returned to such purchasing party, but without interest except to the extent that
such purchasing party is required to pay interest in connection with the recovery of the excess
payment.




     12.13 Agency for Perfection



     Each Lender hereby appoints each other Lender as agent for the purpose of perfecting the
Agent’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected
only by possession. Should any Lender (other than the Agent) obtain possession of any such
Collateral, such Lender shall notify the Agent thereof, and, promptly upon the Agent’s request
therefor shall deliver such Collateral to the Agent or in accordance with the Agent’s instructions.



     12.14 Payments by Agent to Lenders



     All payments to be made by the Agent to the Lenders shall be made by bank wire transfer or
internal transfer of immediately available funds to each Lender pursuant to wire transfer
instructions delivered in writing to the Agent on or prior to the First Amendment Closing Date (or
if such Lender is an Assignee, on the applicable Assignment and Acceptance), or pursuant to such
other wire transfer instructions as each party may designate for itself by written notice to the
Agent. Concurrently with each such payment, the Agent shall identify whether such payment (or any
portion thereof) represents principal, premium or interest on the Revolving Loans or otherwise.
Unless the Agent receives notice from the Borrowers prior to the date on which any payment is due
to the Lenders that the Borrowers will not make such payment in full as and when required, the
Agent may assume that the Borrowers have made such payment in full to the Agent on such date in
immediately available funds and the Agent may (but shall not be so required), in reliance upon such
assumption, distribute to each Lender on such due date an amount equal to the amount then due such
Lender. If and to the extent the Borrowers have not made such payment in full to the Agent, each
Lender shall repay to the Agent on demand such amount distributed to such Lender, together with
interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to
such Lender until the date repaid.



     12.15 Settlement



     (a) (i) Each Lender’s funded portion of the Revolving Loans is intended by the Lenders to be
equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans.
Notwithstanding such agreement, the Agent, the Bank, and the other Lenders agree (which agreement
shall not be for the benefit of or enforceable by the Borrowers) that in order to facilitate the
administration of this Agreement and the other Loan Documents, settlement among them as to the
Revolving Loans, including the Ex-Im Bank Revolving Loans, the Non Ratable Loans and the Agent
Advances shall take place on a periodic basis in accordance with the following provisions:



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     (ii) The Agent shall request settlement (“Settlement”) with the Lenders on at
least a weekly basis, or on a more frequent basis at Agent’s election, (A) on behalf of the
Bank, with respect to each outstanding Non Ratable Loan, (B) Ex-Im Bank Revolving Loans, (C)
for itself, with respect to each Agent Advance, and (D) with respect to collections
received, in each case, by notifying the Lenders of such requested Settlement by telecopy,
telephone or other similar form of transmission, of such requested Settlement, no later than
12:00 noon (New York, New York time) on the date of such requested Settlement (the
“Settlement Date”). Each Lender (other than the Bank, in the case of Ex-Im Bank
Revolving Loans, Non Ratable Loans and the Agent in the case of Agent Advances) shall
transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of
the Ex-Im Bank Revolving Loans, Non Ratable Loans and Agent Advances with respect to each
Settlement to the Agent, to Agent’s account, not later than 2:00 p.m. (New York, New York
time), on the Settlement Date applicable thereto. Settlements may occur during the
continuation of a Default or an Event of Default and whether or not the applicable
conditions precedent set forth in Article 8 have then been satisfied. Such amounts made
available to the Agent shall be applied against the amounts of the applicable Ex-Im Bank
Revolving Loans, Non Ratable Loan or Agent Advance and, together with the portion of such
Ex-Im Bank Revolving Loans, Non Ratable Loan or Agent Advance representing the Bank’s Pro
Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is
not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the
Agent shall be entitled to recover such amount on demand from such Lender together with
interest thereon at the Federal Funds Rate for the first three (3) days from and after the
Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans
(A) on behalf of the Bank, with respect to each outstanding Ex-Im Bank Revolving Loan or Non
Ratable Loan, and (B) for itself, with respect to each Agent Advance.




     (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is
made by the Agent (whether before or after the occurrence of a Default or an Event of
Default and regardless of whether the Agent has requested a Settlement with respect to a
Ex-Im Bank Revolving Loan, Non Ratable Loan or Agent Advance), each other Lender (A) shall
irrevocably and unconditionally purchase and receive from the Bank or the Agent, as
applicable, without recourse or warranty, an undivided interest and participation in such
Ex-Im Bank Revolving Loan, Non Ratable Loan or Agent Advance equal to such Lender’s Pro Rata
Share of such Ex-Im Bank Revolving Loan, Non Ratable Loan or Agent Advance and (B) if
Settlement has not previously occurred with respect to such Ex-Im Bank Revolving Loans, Non
Ratable Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to
Bank or Agent, as applicable, as the purchase price of such participation an amount equal to
one hundred percent (100%) of such Lender’s Pro Rata Share of such Ex-Im Bank Revolving
Loans, Non Ratable Loans or Agent Advances. If such amount is not in fact made available to
the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from
such Lender together with interest thereon at the Federal Funds Rate for the first three (3)
days from and after such demand and thereafter at the Interest Rate then applicable to Base
Rate Revolving Loans.



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     (iv) From and after the date, if any, on which any Lender purchases an undivided
interest and participation in any Ex-Im Bank Revolving Loan, Non Ratable Loan or Agent
Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender,
such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of
Collateral received by the Agent in respect of such Ex-Im Bank Revolving Loan, Non Ratable
Loan or Agent Advance.




     (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are
outstanding, may pay over to the Bank any payments received by the Agent, which in
accordance with the terms of this Agreement would be applied to the reduction of the
Revolving Loans, for application to the Bank’s Revolving Loans including Ex-Im Bank
Revolving Loans and Non Ratable Loans. If, as of any Settlement Date, collections received
since the then immediately preceding Settlement Date have been applied to the Bank’s
Revolving Loans (other than to Ex-Im Bank Revolving Loans, Non Ratable Loans or Agent
Advances in which such Lender has not yet funded its purchase of a participation pursuant to
clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the
Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of
such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as
of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period
between Settlement Dates, the Bank with respect to Ex-Im Bank Revolving Loans and Non
Ratable Loans, the Agent with respect to Agent Advances, and each Lender with respect to the
Revolving Loans other than Ex-Im Bank Revolving Loans, Non Ratable Loans and Agent Advances,
shall be entitled to interest at the applicable rate or rates payable under this Agreement
on the actual average daily amount of funds employed by the Bank, the Agent and the other
Lenders.




     (vi) Unless the Agent has received written notice from a Lender to the contrary, the
Agent may assume that the applicable conditions precedent set forth in Article 8
have been satisfied and the requested Borrowing will not exceed Availability on any Funding
Date for a Revolving Loan, Ex-Im Bank Revolving Loan or Non Ratable Loan.



     (b) Lenders’ Failure to Perform. All Revolving Loans (other than Ex-Im Bank Revolving
Loans, Non Ratable Loans and Agent Advances) shall be made by the Lenders simultaneously and in
accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible
for any failure by any other Lender to perform its obligation to make any Revolving Loans
hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any
failure by any other Lender to perform its obligation to make any Revolving Loans hereunder, (ii)
no failure by any Lender to perform its obligation to make any Revolving Loans hereunder shall
excuse any other Lender from its obligation to make any Revolving Loans hereunder, and (iii) the
obligations of each Lender hereunder shall be several, not joint and several.



     (c) Defaulting Lenders. The Agent may (but shall not be required to), in its
discretion, retain any payments or other funds received by the Agent that are to be provided to a
Defaulting Lender hereunder, and may apply such funds to such Lender’s defaulted obligations or
readvance the funds to the Borrowers in accordance with this Agreement. The failure of any



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Lender to fund a Loan, to make any payment in respect of Letter of Credit Obligations or to
otherwise perform its obligations hereunder shall not relieve any other Lender of its obligations,
and no Lender shall be responsible for default by another Lender. The Lenders and the Agent agree
(which agreement is solely among them, and not for the benefit of or enforceable by any Borrower)
that, solely for purposes of determining a Defaulting Lender’s right to vote on matters relating to
the Loan Documents and to share in payments, fees and Collateral proceeds thereunder, a Defaulting
Lender shall not be deemed to be a “Lender” until all its defaulted obligations have been cured.




     (d) Removal of Defaulting Lender. At the Borrowers’ request, the Agent or an Eligible
Assignee reasonably acceptable to the Agent and the Borrowers shall have the right (but not the
obligation) to purchase from any Defaulting Lender, and each Defaulting Lender shall, upon such
request, sell and assign to the Agent or such Eligible Assignee, all of the Defaulting Lender’s
outstanding Commitments hereunder. Such sale shall be consummated promptly after Agent has
arranged for a purchase by Agent or an Eligible Assignee pursuant to an Assignment and Acceptance,
and at a price equal to the outstanding principal balance of the Defaulting Lender’s Loans,
plus accrued interest and fees, without premium or discount.



     12.16 Letters of Credit; Intra Lender Issues



     (a) Notice of Letter of Credit Balance. On each Settlement Date the Agent shall
notify each Lender of the issuance of all Letters of Credit since the prior Settlement Date.



     (b) Participations in Letters of Credit.




     (i) Purchase of Participations. Immediately upon issuance of any Letter of
Credit in accordance with Section 1.4(d), each Lender shall be deemed to have
irrevocably and unconditionally purchased and received without recourse or warranty, an
undivided interest and participation equal to such Lender’s Pro Rata Share of the face
amount of such Letter of Credit or the Credit Support provided through the Agent to the
Letter of Credit Issuer, if not the Bank, in connection with the issuance of such Letter of
Credit (including all obligations of the Borrowers with respect thereto, and any security
therefor or guaranty pertaining thereto).




     (ii) Sharing of Reimbursement Obligation Payments. Whenever the Agent receives
a payment from any Borrower on account of reimbursement obligations in respect of a Letter
of Credit or Credit Support as to which the Agent has previously received for the account of
the Letter of Credit Issuer thereof payment from a Lender, the Agent shall promptly pay to
such Lender such Lender’s Pro Rata Share of such payment from such Borrower. Each such
payment shall be made by the Agent on the next Settlement Date.




     (iii) Documentation. Upon the request of any Lender, the Agent shall furnish
to such Lender copies of any Letter of Credit, Credit Support for any Letter of Credit,
reimbursement agreements executed in connection therewith, applications for any Letter of
Credit, and such other documentation as may reasonably be requested by such Lender.



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     (iv) Obligations Irrevocable. The obligations of each Lender to make payments
to the Agent with respect to any Letter of Credit or with respect to their participation
therein or with respect to any Credit Support for any Letter of Credit or with respect to
the Revolving Loans made as a result of a drawing under a Letter of Credit and the
obligations of the Borrower for whose account the Letter of Credit or Credit Support was
issued to make payments to the Agent, for the account of the Lenders, shall be irrevocable
and shall not be subject to any qualification or exception whatsoever, including any of the
following circumstances:




     (A) any lack of validity or enforceability of this Agreement or any of the
other Loan Documents;




     (B) the existence of any claim, setoff, defense or other right which the
Borrowers may have at any time against a beneficiary named in a Letter of Credit or
any transferee of any Letter of Credit (or any Person for whom any such transferee
may be acting), any Lender, the Agent, the issuer of such Letter of Credit, or any
other Person, whether in connection with this Agreement, any Letter of Credit, the
transactions contemplated herein or any unrelated transactions (including any
underlying transactions between the Borrowers or any other Person and the
beneficiary named in any Letter of Credit);




     (C) any draft, certificate or any other document presented under the Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect or
any statement therein being untrue or inaccurate in any respect;




     (D) the surrender or impairment of any security for the performance or
observance of any of the terms of any of the Loan Documents;




     (E) the occurrence of any Default or Event of Default; or




     (F) the failure of the Borrowers to satisfy the applicable conditions precedent
set forth in Article 8.



     (c) Recovery or Avoidance of Payments; Refund of Payments In Error. In the event any
payment by or on behalf of the Borrowers received by the Agent with respect to any Letter of Credit
or Credit Support provided for any Letter of Credit and distributed by the Agent to the Lenders on
account of their respective participations therein is thereafter set aside, avoided or recovered
from the Agent in connection with any receivership, liquidation or bankruptcy proceeding, the
Lenders shall, upon demand by the Agent, pay to the Agent their respective Pro Rata Shares of such
amount set aside, avoided or recovered, together with interest at the rate required to be paid by
the Agent upon the amount required to be repaid by it. Unless the Agent receives notice from the
Borrowers prior to the date on which any payment is due to the Lenders that the Borrowers will not
make such payment in full as and when required, the Agent may assume that the Borrowers have made
such payment in full to the Agent on such date in immediately available funds and the Agent may
(but shall not be so required), in reliance upon such assumption, distribute to each Lender on such
due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers
have not made such payment in full to the



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Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender,
together with interest thereon at the Federal Funds Rate for each day from the date such amount is
distributed to such Lender until the date repaid.




     (d) Indemnification by Lenders. To the extent not reimbursed by the Borrowers and
without limiting the obligations of the Borrowers hereunder, the Lenders agree to indemnify the
Letter of Credit Issuer ratably in accordance with their respective Pro Rata Shares, for any and
all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be
imposed on, incurred by or asserted against the Letter of Credit Issuer in any way relating to or
arising out of any Letter of Credit or the transactions contemplated thereby or any action taken or
omitted by the Letter of Credit Issuer under any Letter of Credit or any Loan Document in
connection therewith; provided that no Lender shall be liable for any of the foregoing to
the extent it arises from the gross negligence or willful misconduct of the Person to be
indemnified. Without limitation of the foregoing, each Lender agrees to reimburse the Letter of
Credit Issuer promptly upon demand for its Pro Rata Share of any costs or expenses payable by the
Borrowers to the Letter of Credit Issuer, to the extent that the Letter of Credit Issuer is not
promptly reimbursed for such costs and expenses by the Borrowers. The agreement contained in this
Section shall survive payment in full of all other Obligations.



     12.17 Concerning the Collateral and the Related Loan Documents



     Each Lender authorizes and directs the Agent to enter into the other Loan Documents, for the
ratable benefit and obligation of the Agent and the Lenders. Each Lender agrees that any action
taken by the Agent, Majority Lenders or Required Lenders, as applicable, in accordance with the
terms of this Agreement or the other Loan Documents, and the exercise by the Agent, the Majority
Lenders, or the Required Lenders, as applicable, of their respective powers set forth therein or
herein, together with such other powers that are reasonably incidental thereto, shall be binding
upon all of the Lenders. The Lenders acknowledge that the Revolving Loans, Agent Advances, Non
Ratable Loans, Ex-Im Bank Revolving Loans, Bank Products and all interest, fees and expenses
hereunder constitute one Debt, secured pari passu by all of the Collateral.



     12.18 Field Audit and Examination Reports; Disclaimer by Lenders



     By signing this Agreement, each Lender:



     (a) is deemed to have requested that the Agent furnish such Lender, promptly after it becomes
available, a copy of each field audit or examination report (each a “Report” and
collectively, “Reports”) prepared by or on behalf of the Agent;



     (b) expressly agrees and acknowledges that neither the Bank nor the Agent (i) makes any
representation or warranty as to the accuracy of any Report, or (ii) shall be liable for any
information contained in any Report;



     (c) expressly agrees and acknowledges that the Reports are not comprehensive audits or
examinations, that the Agent or the Bank or other party performing any audit or examination will
inspect only specific information regarding the Borrowers and will rely significantly upon the
Borrowers’ books and records, as well as on representations of the Borrowers’ personnel;



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     (d) agrees to keep all Reports confidential and strictly for its internal use, and not to
distribute except to its participants, or use any Report in any other manner; and



     (e) without limiting the generality of any other indemnification provision contained in this
Agreement, agrees: (i) to hold the Agent and any such other Lender preparing a Report harmless
from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or
draw from any Report in connection with any loans or other credit accommodations that the
indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s
participation in, or the indemnifying Lender’s purchase of, a loan or loans of the Borrowers; and
(ii) to pay and protect, and indemnify, defend and hold the Agent and any such other Lender
preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs,
expenses and other amounts (including Attorney Costs) incurred by the Agent and any such other
Lender preparing a Report as the direct or indirect result of any third parties who might obtain
all or part of any Report through the indemnifying Lender.



     12.19 Relation Among Lenders



     The Lenders are not partners or co venturers, and no Lender shall be liable for the acts or
omissions of, or (except as otherwise set forth herein in case of the Agent) authorized to act for,
any other Lender.



     12.20 Intercreditor Agreement.



     Each of the Lenders hereby acknowledges that it has received and reviewed the Intercreditor
Agreement and agrees to be bound by the terms thereof. Each Lender (and each Person that becomes a
Lender hereunder pursuant to Section 11.2 hereby (i) acknowledges that Bank of America is
acting under the Intercreditor Agreement in multiple capacities as the Agent and as agent for U.S.
Bank National Association in connection with certain collateral for the Senior Secured Notes and
(ii) waives any conflict of interest, now contemplated or arising hereafter, in connection
therewith and agrees not to assert against Bank of America any claims, causes of action, damages or
liabilities of whatever kind or nature relating thereto. Each Lender (and each Person that becomes
a Lender hereunder pursuant to Section 11.2) hereby authorizes and directs Bank of America
to enter into the Intercreditor Agreement on behalf of such Lender and agrees that Bank of America,
in its various capacities thereunder, may take such actions on its behalf as is contemplated by the
terms of the Intercreditor Agreement.



     12.21 Bank Product Providers



     Each Secured Bank Product Provider, by delivery of a notice to the Agent of a Bank Product,
agrees to be bound by Section 3.8 and this Section 12. Each Secured Bank Product
Provider shall indemnify and hold harmless Agent-Related Persons, to the extent not reimbursed by
the Borrowers, against all claims relating to the Loan Documents that may be incurred by or
asserted against any Agent-Related Persons in connection with such provider’s Secured Bank Product
Obligations.



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ARTICLE 13

LIABILITY OF BORROWERS




     13.1 Concerning Joint and Several Liability of the Borrowers



     (a) Each of the Borrowers is accepting joint and several liability hereunder in consideration
of the financial accommodation to be provided by the Lenders under this Agreement, for the mutual
benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings
of each of the Borrowers to accept joint and several liability for the obligations of each of them.



     (b) Each of the Borrowers jointly and severally hereby irrevocably and unconditionally
accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other
Borrowers with respect to the payment and performance of all of the Obligations, it being the
intention of the parties hereto that all the Obligations shall be the joint and several obligations
of each of the Borrowers without preferences or distinction among them.



     (c) If and to the extent that any of the Borrowers shall fail to make any payment with respect
to any of the Obligations as and when due or to perform any of the Obligations in accordance with
the terms thereof, then in each such event, the other Borrowers will make such payment with respect
to, or perform, such Obligations.



     (d) The obligations of each Borrower under the provisions of this Section 13.1
constitute full recourse obligations of such Borrower, enforceable against it to the full extent of
its properties and assets, irrespective of the validity, regularity or enforceability of this
Agreement or any other circumstances whatsoever.



     (e) Except as otherwise expressly provided herein, each Borrower hereby waives notice of
acceptance of its joint and several liability, notice of any Loan made under this Agreement, notice
of occurrence of any Event of Default, or of any demand for any payment under this Agreement,
notice of any action at any time taken or omitted by any Lender under or in respect of any of the
Obligations, any requirement of diligence and, generally, all demands, notices and other
formalities of every kind in connection with this Agreement. Each Borrower hereby assents to, and
waives notice of, any extension or postponement of the time for the payment of any of the
Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or
acquiescence by any Lender at any time or times in respect of any default by any Borrower in the
performance or satisfaction of any term, covenant, condition or provision of this Agreement, any
and all other indulgences whatsoever by any Lender in respect of any of the Obligations, and the
taking, addition, substitution or release, in whole or in part, at any time or times, of any
security for any of the Obligations or in part, at any time or times, of any security for any of
the Obligations or the addition, substitution or release, in whole or in part, of any Borrower.
Without limiting the generality of the foregoing, each Borrower assents to any other action or
delay in acting or failure to act on the part of any Lender, including, without limitation, any
failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with
the applicable laws or regulations thereunder which might, but for the provisions of this
Section 13.1, afford grounds for terminating, discharging or relieving such Borrower, in
whole or in part, from any of its obligations under this Section 13.1, it being the



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intention of each Borrower that, so long as any of the Obligations remain unsatisfied, the
obligations of such Borrower under this Section 13.1 shall not be discharged except by
performance and then only to the extent of such performance. The Obligations of each Borrower
under this Section 13.1 shall not be diminished or rendered unenforceable by any winding
up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to
any Borrower or any Lender. The joint and several liability of the Borrowers hereunder shall
continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other
change whatsoever in the name, membership, constitution or place of formation of any Borrower or
any Lender.




     (f) The provisions of this Section 13.1 are made for the benefit of the Lenders and
their respective successors and assigns, and may be enforced by any such Person from time to time
against any of the Borrowers as often as occasion therefor may arise and without requirement on the
part of any Lender first to marshal any of its claims or to exercise any of its rights against any
of the other Borrowers or to exhaust any remedies available to it against any of the other
Borrowers or to resort to any other source or means of obtaining payment of any of the Obligations
or to elect any other remedy. The provisions of this Section 13.1 shall remain in effect
until all the Obligations shall have been paid in full or otherwise fully satisfied. If at any
time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or
must otherwise be restored or returned by any Lender upon the insolvency, bankruptcy or
reorganization of any of the Borrowers, or otherwise, the provisions of this Section 13.1
will forthwith be reinstated in effect, as though such payment had not been made.



     (g) Notwithstanding any provision to the contrary contained herein or in any other of the Loan
Documents, the obligations of each Borrower hereunder shall be limited to an aggregate amount equal
to the largest amount that would not render its obligations hereunder subject to avoidance under
section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law.



     (h) The Borrowers hereby agree, as among themselves, that if any Borrower shall become an
Excess Funding Borrower (as defined below), each other Borrower shall, on demand of such Excess
Funding Borrower (but subject to the next sentence hereof and to subsection (B) below), pay
to such Excess Funding Borrower an amount equal to such Borrower’s Pro Rata Share (as defined below
and determined, for this purpose, without reference to the properties, assets, liabilities and
debts of such Excess Funding Borrower) of such Excess Payment (as defined below). The payment
obligation of any Borrower to any Excess Funding Borrower under this Section 13.1(h) shall
be subordinate and subject in right of payment to the prior payment in full of the Obligations of
such Borrower under the other provisions of this Agreement, and such Excess Funding Borrower shall
not exercise any right or remedy with respect to such excess until payment and satisfaction in full
of all of such Obligations. For purposes hereof, (i) “Excess Funding Borrower” shall mean,
in respect of any Obligations arising under the other provisions of this Agreement (hereafter, the
“Joint Obligations”), a Borrower that has paid an amount in excess of its Pro Rata Share of
the Joint Obligations; (ii) “Excess Payment” shall mean, in respect of any Joint
Obligations, the amount paid by an Excess Funding Borrower in excess of its Pro Rata Share of such
Joint Obligations; and (iii) “Pro Rata Share”, for the purposes of this Section
13.1(h), shall mean, for any Borrower, the ratio (expressed as a percentage) of (A) the amount
by which the aggregate present fair salable value of all of its



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assets and properties exceeds the amount of all debts and liabilities of such Borrower
(including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the
obligations of such Borrower hereunder) to (B) the amount by which the aggregate present fair
salable value of all assets and other properties of such Borrower and all of the other Borrowers
exceeds the amount of all of the debts and liabilities (including contingent, subordinated,
unmatured, and unliquidated liabilities, but excluding the obligations of such Borrower and the
other Borrowers hereunder) of such Borrower and all of the other Borrowers, all as of the First
Amendment Closing Date (if any Borrower becomes a party hereto subsequent to the First Amendment
Closing Date, then for the purposes of this Section 13.1(h) such subsequent Borrower shall
be deemed to have been a Borrower as of the First Amendment Closing Date and the information
pertaining to, and only pertaining to, such Borrower as of the date such Borrower became a Borrower
shall be deemed true as of the First Amendment Closing Date).




     13.2 Agency of Parent for each other Borrower



     Each of the other Borrowers appoints Parent as its agent for all purposes relevant to this
Agreement, including (without limitation) the giving and receipt of notices, the request for
Revolving Loans and the execution and delivery of all documents, instruments and certificates
contemplated herein and all modifications hereto. Any acknowledgment, consent, direction,
certification or other action which might otherwise be valid or effective only if given or taken by
all of the Borrowers acting singly or jointly, or both, shall be valid and effective if given or
taken only by Parent, whether or not any of the other Borrowers joins therein.



ARTICLE 14

MISCELLANEOUS




     14.1 No Waivers; Cumulative Remedies



     No failure by the Agent or any Lender to exercise any right, remedy, or option under this
Agreement or any present or future supplement thereto, or in any other agreement between or among
the Borrowers and the Agent and/or any Lender, or delay by the Agent or any Lender in exercising
the same, will operate as a waiver thereof. No waiver by the Agent or any Lender will be effective
unless it is in writing, and then only to the extent specifically stated. No waiver by the Agent
or the Lenders on any occasion shall affect or diminish the Agent’s and each Lender’s rights
thereafter to require strict performance by the Borrowers of any provision of this Agreement. The
Agent and the Lenders may proceed directly to collect the Obligations without any prior recourse to
the Collateral. The Agent’s and each Lender’s rights under this Agreement will be cumulative and
not exclusive of any other right or remedy which the Agent or any Lender may have.



     14.2 Severability



     The illegality or unenforceability of any provision of this Agreement or any Loan Document or
any instrument or agreement required hereunder shall not in any way affect or impair the legality
or enforceability of the remaining provisions of this Agreement or any instrument or agreement
required hereunder.



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     14.3 Governing Law; Choice of Forum; Service of Process



     (a) THIS AGREEMENT SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO
DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF LAWS PROVISIONS
PROVIDED THAT PERFECTION ISSUES WITH RESPECT TO ARTICLE 9 OF THE UCC MAY GIVE EFFECT TO
APPLICABLE CHOICE OR CONFLICT OF LAW RULES SET FORTH IN ARTICLE 9 OF THE UCC) OF THE STATE OF NEW
YORK; PROVIDED THAT THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL
LAW.



     (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA LOCATED IN
NEW YORK COUNTY, NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE BORROWERS,
THE AGENT AND THE LENDERS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON EXCLUSIVE
JURISDICTION OF THOSE COURTS. EACH OF THE BORROWERS, THE AGENT AND THE LENDERS IRREVOCABLY WAIVES
ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. NOTWITHSTANDING THE
FOREGOING: (1) THE AGENT AND THE LENDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING
AGAINST THE BORROWERS OR THEIR PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION THE AGENT OR THE
LENDERS DEEM NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR OTHER SECURITY FOR
THE OBLIGATIONS AND (2) EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS
DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE
THOSE JURISDICTIONS.



     (c) THE BORROWERS HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS
THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED
TO THE BORROWERS AT ITS ADDRESS SET FORTH IN SECTION 14.8 AND SERVICE SO MADE SHALL BE
DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED IN THE
U.S. MAILS POSTAGE PREPAID. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF AGENT OR THE
LENDERS TO SERVE LEGAL PROCESS BY ANY OTHER MANNER PERMITTED BY LAW.



     14.4 WAIVER OF JURY TRIAL



     THE BORROWERS, THE LENDERS AND THE AGENT EACH IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A
TRIAL BY JURY OF ANY CLAIM OR



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CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN
DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER
LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT RELATED
PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR
OTHERWISE. THE BORROWERS, THE LENDERS AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF
ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES
FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION
AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE
THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION
HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.




     14.5 Survival of Representations and Warranties



     All of the Borrowers’ representations and warranties contained in this Agreement shall survive
the execution, delivery, and acceptance thereof by the parties, notwithstanding any investigation
by the Agent or the Lenders or their respective agents.



     14.6 Other Security and Guaranties



     The Agent, may, without notice or demand and without affecting the Borrowers’ obligations
hereunder, from time to time: (a) accept from any Person and hold collateral (other than the
Collateral) for the payment of all or any part of the Obligations and exchange, enforce or release
such collateral or any part thereof; and (b) accept and hold any endorsement or guaranty of payment
of all or any part of the Obligations and release or substitute any such endorser or guarantor, or
any Person who has given any Lien in any other collateral as security for the payment of all or any
part of the Obligations, or any other Person in any way obligated to pay all or any part of the
Obligations.



     14.7 Fees and Expenses



     The Borrowers agree to pay to the Agent, for its benefit, on demand, all costs and expenses
that Agent pays or incurs in connection with the negotiation, preparation, syndication,
consummation, administration, enforcement, and termination of this Agreement or any of the other
Loan Documents, including: (a) Attorney Costs; (b) costs and expenses (including outside attorneys’
and paralegals’ fees and disbursements) for any amendment, supplement, waiver, consent, or
subsequent closing in connection with the Loan Documents and the transactions contemplated thereby;
(c) costs and expenses of lien searches; (d) taxes, fees and other charges for filing financing
statements and continuations, and other actions to perfect, protect, and continue the Agent’s Liens
(including costs and expenses paid or incurred by the Agent in connection with the consummation of
Agreement); (e) sums paid or incurred to pay any amount or take any action required of the
Borrowers under the Loan Documents that the Borrowers fail



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to pay or take; (f) costs of appraisals, inspections, and verifications of the Collateral,
including travel, lodging, and meals for inspections of the Collateral and the Borrowers’
operations by the Agent plus the Agent’s then customary charge for field examinations and
audits and the preparation of reports thereof (such charge is currently $1,000 per day (or portion
thereof) for each Person retained or employed by the Agent with respect to each field examination
or audit); (g) costs and expenses of forwarding loan proceeds, collecting checks and other items of
payment, and establishing and maintaining Payment Accounts and lock boxes, and costs and expenses
of preserving and protecting the Collateral and (h)(i) in any calendar year so long as no Default
or Event of Default exists and (A) if Availability at any time is greater than or equal to 15% of
the Maximum Revolver Amount, costs and expenses of one inventory appraisal for the current calendar
year or (B) if Availability at any time is less than 15% of the Maximum Revolver Amount, costs and
expenses of two inventory appraisals for the current calendar year, such appraisals to be conducted
by an appraisal firm satisfactory to the Agent and at any reasonable time selected by the Agent and
(ii) at any time during the existence of a Default or an Event of Default, costs and expenses of
all inventory appraisals requested by the Agent, such appraisals to be conducted by an appraisal
firm satisfactory to the Agent and at any reasonable time selected by the Agent. In addition, the
Borrowers agree to pay costs and expenses incurred by the Agent (including Attorneys’ Costs) to the
Agent, for its benefit, on demand, and to the other Lenders for their benefit, on demand, and all
reasonable fees, expenses and disbursements incurred by such other Lenders for one law firm
retained by such other Lenders, in each case, paid or incurred to obtain payment of the
Obligations, enforce the Agent’s Liens, sell or otherwise realize upon the Collateral, and
otherwise enforce the provisions of the Loan Documents, or to defend any claims made or threatened
against the Agent or any Lender arising out of the transactions contemplated hereby (including
preparations for and consultations concerning any such matters). The foregoing shall not be
construed to limit any other provisions of the Loan Documents regarding costs and expenses to be
paid by the Borrowers. All of the foregoing costs and expenses shall be charged to the Borrowers’
Loan Account as Revolving Loans as described in Section 3.7.




     14.8 Notices



     (a) Except as otherwise provided herein, all notices, demands and requests that any party is
required or elects to give to any other shall be in writing, or by a telecommunications device
capable of creating a written record, and any such notice shall become effective (a) upon personal
delivery thereof, including, but not limited to, delivery by overnight mail and courier service,
(b) five (5) Business Days after it shall have been mailed by United States mail, first class,
certified or registered, with postage prepaid, or (c) in the case of notice by such a
telecommunications device, when properly transmitted, in each case addressed to the party to be
notified as follows:



     If to the Agent or to the Bank:


Bank of America, N.A.

300 Galleria Parkway, Suite 800

Atlanta, Georgia 30339

Attention: Business Capital Credit Officer

Telecopy No.: (404) 607-3277




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with copies to:




Bank of America, N.A.

101 S. Tryon Street

NC1-002-15-34

Charlotte, NC 28255

Attn: Operations Manager

Telecopy No.: (980) 388-2609



     If to the Borrowers:



Unifi, Inc.

7201 West Friendly Avenue

Greensboro, North Carolina 27410

Attention: Ronald L. Smith

Telephone: (336) 316-5545

Telecopy: (336) 294-4751




with a copy to:




Unifi, Inc.

7201 West Friendly Avenue

Greensboro, North Carolina 27410

Attention: Charles McCoy, Esq.

Telephone: (336) 316-5660

Telecopy: (336) 856-4364



or to such other address as each party may designate for itself by like notice. Failure or delay
in delivering copies of any notice, demand, request, consent, approval, declaration or other
communication to the persons designated above to receive copies shall not adversely affect the
effectiveness of such notice, demand, request, consent, approval, declaration or other
communication.




     (b) Notices and other communications to the Lenders and the Letter of Credit Issuer hereunder
may be delivered or furnished by electronic communication (including e-mail and Internet or
intranet websites) pursuant to procedures approved by the Agent, provided that the foregoing shall
not apply to notices to any Lender or the Letter of Credit Issuer pursuant to Articles I, II and
III if such Lender or the Letter of Credit Issuer, as applicable, has notified the Agent that it is
incapable of receiving notices under such Articles by electronic communication. The Agent or the
Borrowers may, in their discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it, provided that
approval of such procedures may be limited to particular notices or communications.


          Unless the Agent otherwise prescribes, (i) notices and other communications sent to an e-mail
address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended
recipient (such as by the “return receipt requested” function, as available,



73









 








return e-mail or other written acknowledgement), provided that if such notice or other
communication is not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on the next business day
for the recipient, and (ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as
described in the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.




     14.9 Waiver of Notices



     Unless otherwise expressly provided herein, the Borrowers waive presentment, and notice of
demand or dishonor and protest as to any instrument, notice of intent to accelerate the Obligations
and notice of acceleration of the Obligations, as well as any and all other notices to which it
might otherwise be entitled. No notice to or demand on the Borrowers which the Agent or any Lender
may elect to give shall entitle the Borrowers to any or further notice or demand in the same,
similar or other circumstances.



     14.10 Binding Effect



     The provisions of this Agreement shall be binding upon and inure to the benefit of the
respective representatives, successors, and assigns of the parties hereto; provided,
however, that no interest herein may be assigned by any Borrower without prior written
consent of the Agent and each Lender. The rights and benefits of the Agent and the Lenders
hereunder shall, if such Persons so agree, inure to any party acquiring any interest in the
Obligations or any part thereof.



     14.11 Indemnity of the Agent and the Lenders by the Borrowers



     (a) The Borrowers agree to defend, indemnify and hold the Agent Related Persons, and each
Lender and each of its respective officers, directors, employees, counsel, representatives, agents
and attorneys in fact (each, an “Indemnified Person”) harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges,
expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at
any time (including at any time following repayment of the Loans and the termination, resignation
or replacement of the Agent or replacement of any Lender) be imposed on, incurred by or asserted
against any such Person in any way relating to or arising out of this Agreement or any document
contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken
or omitted by any such Person under or in connection with any of the foregoing, including with
respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or
appellate proceeding) related to or arising out of this Agreement, any other Loan Document, or the
Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto
(all the foregoing, collectively, the “Indemnified Liabilities”); provided, that
the Borrowers shall have no obligation hereunder to any Indemnified Person with respect to
Indemnified Liabilities resulting solely from the willful misconduct of such Indemnified Person.
The agreements in this Section shall survive payment of all other Obligations.



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     (b) The Borrowers agree to indemnify, defend and hold harmless the Agent and the Lenders from
any loss or liability directly or indirectly arising out of the use, generation, manufacture,
production, storage, release, threatened release, discharge, disposal or presence of a hazardous
substance relating to the Borrowers’ operations, business or Property. This indemnity will apply
whether the hazardous substance is on, under or about the Property or operations of any Borrower or
Property leased to any Borrower. The indemnity includes but is not limited to Attorneys Costs.
The indemnity extends to the Agent and the Lenders, their parents, affiliates, subsidiaries and all
of their directors, officers, employees, agents, successors, attorneys and assigns. “Hazardous
Substances” means any substance, material or waste that is or becomes designated or regulated
as “toxic,” “hazardous,” “pollutant,” or “contaminant” or a similar designation or regulation under
any federal, state or local law (whether under common law, statute, regulation or otherwise) or
judicial or administrative interpretation of such, including petroleum or natural gas. This
indemnity will survive repayment of all other Obligations.



     14.12 Limitation of Liability



     NO CLAIM MAY BE MADE BY ANY BORROWER, ANY LENDER OR OTHER PERSON AGAINST THE AGENT, ANY
LENDER, OR THE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, COUNSEL, REPRESENTATIVES, AGENTS OR
ATTORNEYS IN FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES IN
RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR
RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY ACT,
OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH BORROWER AND EACH LENDER HEREBY
WAIVE, RELEASE AND AGREE NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND
WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.



     14.13 Final Agreement



     This Agreement and the other Loan Documents are intended by the Borrowers, the Agent and the
Lenders to be the final, complete, and exclusive expression of the agreement between them. This
Agreement supersedes any and all prior oral or written agreements relating to the subject matter
hereof except for the Fee Letter and the Proposal Letter, among the Borrowers and the Agent. No
modification, rescission, waiver, release, or amendment of any provision of this Agreement or any
other Loan Document shall be made, except by a written agreement signed by the Borrowers and a duly
authorized officer of each of the Agent and the requisite Lenders.



     14.14 Counterparts



     This Agreement may be executed in any number of counterparts, and by the Agent, each Lender
and the Borrowers in separate counterparts, each of which shall be an original, but all of which
shall together constitute one and the same agreement; signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so that all signature pages are
physically attached to the same document.



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     14.15 Captions



     The captions contained in this Agreement are for convenience of reference only, are without
substantive meaning and should not be construed to modify, enlarge, or restrict any provision.



     14.16 Right of Setoff



     In addition to any rights and remedies of the Lenders provided by law, if an Event of Default
exists or the Loans have been accelerated, each Lender is authorized at any time and from time to
time, without prior notice to the Borrowers, any such notice being waived by the Borrowers to the
fullest extent permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held by, and other indebtedness at any time owing
by, such Lender or any Affiliate of such Lender to or for the credit or the account of the
Borrowers against any and all Obligations owing to such Lender, now or hereafter existing,
irrespective of whether or not the Agent or such Lender shall have made demand under this Agreement
or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender
agrees promptly to notify the Borrowers and the Agent after any such set off and application made
by such Lender; provided, however, that the failure to give such notice shall not
affect the validity of such set off and application. NOTWITHSTANDING THE FOREGOING, NO LENDER
SHALL EXERCISE ANY RIGHT OF SET OFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR
PROPERTY OF THE BORROWERS HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN UNANIMOUS
CONSENT OF THE LENDERS.



     14.17 Confidentiality



     (a) The Borrowers hereby agrees that the Agent and each Lender, upon the prior consent of the
Borrowers (such consent not to be unreasonably withheld), may issue and disseminate to the public
general information describing the credit accommodation entered into pursuant to this Agreement,
including the name and address of the Borrowers and a general description of the Borrowers’
business and may use any Borrower’s name in advertising and other promotional material.



     (b) Each Lender severally agrees to take normal and reasonable precautions and exercise due
care to maintain the confidentiality of all information identified as “confidential” or “secret” by
the Borrowers and provided to the Agent or such Lender by or on behalf of the Borrowers, under this
Agreement or any other Loan Document, except to the extent that such information (i) was or becomes
generally available to the public other than as a result of disclosure by the Agent or such Lender,
or (ii) was or becomes available on a nonconfidential basis from a source other than the Borrowers,
provided that such source is not bound by a confidentiality agreement with the Borrowers
known to the Agent or such Lender; provided, however, that the Agent and any Lender
may, upon prior written notice to the Borrowers (to the extent not prohibited by applicable law),
disclose such information (1) at the request or pursuant to any requirement of any Governmental
Authority to which the Agent or such Lender is subject or in connection with an examination of the
Agent or such Lender by any such Governmental Authority; (2) pursuant to subpoena or other court
process; (3) when required to do so in



76









 





accordance with the provisions of any applicable Requirement of Law; (4) to the extent
reasonably required in connection with any litigation or proceeding (including, but not limited to,
any bankruptcy proceeding) to which the Agent, any Lender or their respective Affiliates may be
party; (5) to the extent reasonably required in connection with the exercise of any remedy
hereunder or under any other Loan Document; (6) to the Agent’s or such Lender’s independent
auditors, accountants, attorneys and other professional advisors; (7) to any prospective
Participant or Assignee under any Assignment and Acceptance, actual or potential, provided
that such prospective Participant or Assignee agrees to keep such information confidential to the
same extent required of the Agent and the Lenders hereunder; (8) as expressly permitted under the
terms of any other document or agreement regarding confidentiality to which the Borrowers are party
or are deemed party with the Agent or such Lender, and (9) to its Affiliates.




     14.18 Conflicts with Other Loan Documents



     Unless otherwise expressly provided in this Agreement (or in another Loan Document by specific
reference to the applicable provision contained in this Agreement), if any provision contained in
this Agreement conflicts with any provision of any other Loan Document, the provision contained in
this Agreement shall govern and control.



     14.19 Accounting Terms



     Any accounting term used in the Agreement shall have, unless otherwise specifically provided
herein, the meaning customarily given in accordance with GAAP, and all financial computations in
the Agreement shall be computed, unless otherwise specifically provided therein, in accordance with
GAAP as consistently applied and using the same method for inventory valuation as used in the
preparation of the Financial Statements.



     14.20 Patriot Act Notice



     The Agent and the Lenders hereby notify Borrowers that pursuant to the requirements of the
Patriot Act, Agent and Lenders are required to obtain, verify and record information that
identifies each Borrower, including its legal name, address, tax ID number and other information
that will allow Agent and Lenders to identify it in accordance with the Patriot Act. The Agent and
Lenders will also require information regarding each personal guarantor, if any, and may require
information regarding Borrowers’ management and owners, such as legal name, address, social
security number and date of birth.



     14.21 Amendment and Restatement



     This Agreement amends and restates the Existing Credit Agreement. All rights, benefits,
indebtedness, interests, liabilities and obligations of the parties to the Existing Credit
Agreement are hereby renewed, amended, restated and superseded in their entirety according to the
terms and provisions set forth herein. This Agreement does not constitute, nor shall it result in,
a waiver of or release, discharge or forgiveness of any amount payable pursuant to the Existing
Credit Agreement or any indebtedness, liabilities or obligations of the Borrowers thereunder, all
of which are renewed and continued (except as otherwise provided hereunder) and are hereafter
payable and to be performed in accordance with this Agreement and the other Loan Documents.
Neither this Agreement nor any other Loan Document extinguishes the indebtedness or liabilities



77









 





outstanding in connection with the Existing Credit Agreement, nor do they constitute a
novation with respect thereto. All security interests, pledges, assignments and other Liens
previously granted by any Borrower pursuant to the Existing Credit Agreement and the other Loan
Documents are hereby renewed and continued, and all such security interests, pledges, assignments
and other Liens shall remain in full force and effect as security for the Obligations except as
modified by the provisions hereof. Amounts in respect of interest, fees and other amounts payable
to or for the account of the Agent, the Letter of Credit Issuer and the Lenders shall be calculated
(i) in accordance with the provisions of the Existing Credit Agreement with respect to any period
(or a portion of any period) ending prior to the First Amendment Closing Date, and (ii) in
accordance with the provisions of this Agreement with respect to any period (or a portion of any
period) commencing on or after the First Amendment Closing Date.




     14.22 Interpretive Provisions



     (a) The meanings of defined terms are equally applicable to the singular and plural forms of
the defined terms.



     (b) The words “hereof,” “herein,” “hereunder” and similar words refer to the Agreement as a
whole and not to any particular provision of the Agreement; and Subsection, Section, Schedule and
Exhibit references are to the Agreement unless otherwise specified.



     (c) (i) The term “documents” includes any and all instruments, documents, agreements,
certificates, indentures, notices and other writings, however evidenced.




     (ii) The term “including” is not limiting and means “including without limitation.”




     (iii) In the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including,” the words “to” and “until” each mean “to
but excluding” and the word “through” means “to and including.”




     (iv) The word “or” is not exclusive.



     (d) Any pronoun used shall be deemed to cover all genders.



     (e) A Default or an Event of Default shall be deemed to exist at all times during the period
commencing on the date that such Default or Event of Default occurs to the date on which such
Default or Event of Default is waived in writing by the Agent (acting with the consent or at the
direction of the Lenders, the Majority Lenders or the Required Lenders, as applicable) pursuant to
this Agreement.



     (f) All Loans shall be funded in Dollars and all Obligations shall be repaid in Dollars
(except as otherwise provided herein for Letters of Credit made in currencies other than Dollars).
In the event that any Letter of Credit is issued hereunder in a foreign currency, for purposes of
calculating the amount of the Aggregate Revolver Outstandings, the foreign currency amount of such
Letter of Credit shall be converted to Dollars by the Agent using such exchange rates as the Agent
reasonably deems appropriate under the circumstances at such time.



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     (g) Unless otherwise expressly provided herein, (i) references to agreements (including the
Agreement) and other contractual instruments shall be deemed to include all subsequent amendments
and other modifications thereto, but only to the extent such amendments and other modifications are
not prohibited by the terms of any Loan Document, and (ii) references to any statute or regulation
are to be construed as including all statutory and regulatory provisions consolidating, amending,
replacing, supplementing or interpreting the statute or regulation.



     (h) The captions and headings of the Agreement and other Loan Documents are for convenience of
reference only and shall not affect the interpretation of the Agreement.



     (i) The Agreement and other Loan Documents may use several different limitations, tests or
measurements to regulate the same or similar matters. All such limitations, tests and measurements
are cumulative and shall each be performed in accordance with their terms.



     (j) For purposes of Section 9.1, a breach of a financial covenant contained in
Sections 7.22 and 7.24 shall be deemed to have occurred as of any date of
determination of such breach or upon the date that such breach is first known by any Borrower or
the Agent, regardless of when the Financial Statements reflecting such breach are delivered to the
Agent.



     (k) The Agreement and the other Loan Documents are the result of negotiations among and have
been reviewed by counsel to the Agent, the Borrowers and the other parties, and are the products of
all parties. Accordingly, they shall not be construed against the Lenders or the Agent merely
because of the Agent’s or Lenders’ involvement in their preparation.




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ANNEX A

to

Credit Agreement




Definitions



     Capitalized terms used in the Loan Documents shall have the following respective meanings
(unless otherwise defined therein), and all section references in the following definitions shall
refer to sections of the Agreement:



     “Accounts” means all of the Borrowers’ now owned or hereafter acquired or arising
accounts, as defined in the UCC, including any rights to payment for the sale or lease of goods or
rendition of services, whether or not they have been earned by performance.



     “Account Control Agreement” means an agreement among one or more of the Borrowers, the
Agent and a Clearing Bank, in form and substance reasonably satisfactory to the Agent, concerning
the collection of payments which represent the proceeds of Accounts or of any other Collateral and
which agreement establishes “control” over such payments under the UCC.



     “Account Debtor” means each Person obligated in any way on or in connection with an
Account, Chattel Paper or General Intangibles (including a payment intangible).



     “Account Designation Letter” means a notice of account designation dated the Closing
Date designating the Designated Account.



     “ACH Transactions” means any cash management or related services including the
automatic clearing house transfer of funds by the Bank, any Lender or any of their respective
Affiliates for the account of the Borrowers or any Subsidiary pursuant to agreement or overdrafts.



     “Adjusted Net Earnings from Operations” means, with respect to any fiscal period of
the Parent, net income of the Parent and its Domestic Subsidiaries on a consolidated basis after
provision for income taxes for such fiscal period, as determined in accordance with GAAP and
reported on the Financial Statements for such period, excluding any and all of the following
included in such net income: (a) gain or loss arising from the sale of any capital assets; (b)
gain arising from any write up in the book value of any asset; (c) earnings of any Person,
substantially all the assets of which have been acquired by the Parent or any of its Domestic
Subsidiaries in any manner, to the extent realized by such other Person prior to the date of
acquisition; (d) earnings of any Person in which the Parent or any of its Domestic Subsidiaries has
an ownership interest unless (and only to the extent) such earnings shall actually have been
received by the Parent or any of its Domestic Subsidiary in the form of cash distributions; (e)
earnings of any Person who is not a Borrower to which assets of the Parent or any of its Domestic
Subsidiaries shall have been sold, transferred or disposed of, or into which the Parent or any of
its Domestic Subsidiaries shall have been merged, or which has been a party with the Parent or any
of its Domestic Subsidiaries to any consolidation or other form of reorganization, prior to the
date of such transaction; (f) gain arising from the acquisition of debt or equity securities of the
Parent or



A-1









 




any of its Domestic Subsidiaries or from cancellation or forgiveness of Debt; and (g) non-cash
gain or loss arising from extraordinary items, as determined in accordance with GAAP.




     “Affiliate” means, with respect to any Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified. “Control” means the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise. “Controlling” and
“Controlled” have correlative meanings.



     “Agent” has the meaning specified in the Preamble of the Agreement and any successor
agent permitted hereunder.



     “Agent Advances” has the meaning specified in Section 1.2(i).



     “Agent Fees” has the meaning specified in Section 2.4.



     “Agent’s Liens” means the Liens in the Collateral granted to the Agent, for the
benefit of the Secured Parties, Bank, and Agent pursuant to this Agreement and the other Loan
Documents.



     “Agent Related Persons” means the Agent, together with its Affiliates, and the
officers, directors, employees, counsel, representatives, agents and attorneys in fact of the Agent
and such Affiliates.



     “Aggregate Revolver Outstandings” means, at any date of determination: the sum of (a)
the unpaid balance of Revolving Loans, (b) the aggregate amount of Pending Revolving Loans, (c) one
hundred percent (100%) of the aggregate undrawn face amount of all outstanding Letters of Credit,
(d) the aggregate amount of any unpaid reimbursement obligations in respect of Letters of Credit
and (e) without duplication of any of the amounts set forth in the immediately preceding clauses
(c) and (d), the aggregate amount of any Credit Support.



     “Agreement” means the Credit Agreement to which this Annex A is attached, as from time
to time amended, modified or restated.



     “Anti-Terrorism Laws” means any laws relating to terrorism or money laundering,
including the Patriot Act.



     “Applicable Margin” means, for any calendar quarter, for each of LIBOR Revolving Loans
and Base Rate Revolving Loans, the applicable percentage (calculated on a per annum basis) set
forth in the table below based on the Quarterly Average Excess Availability for the immediately
preceding calendar quarter.



	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Applicable Margin	 	Applicable Margin	 
	 	 	Quarterly Average	 	for LIBOR	 	for Base Rate	 
	Tier	 	Excess Availability	 	Revolving Loans	 	Revolving Loans	 
	1

	 	Less than $20,000,000
	 	 	 	2.75	%	 	 	1.50	%
	2

	 	Greater than or
equal to $20,000,000
but less than
$40,000,000
	 	 	 	2.50	%	 	 	1.25	%
	3

	 	Greater than or
equal to $40,000,000
but less than
$60,000,000
	 	 	 	2.25	%	 	 	1.00	%
	4

	 	Greater than or
equal to $60,000,000
	 	 	 	2.00	%	 	 	0.75	%






A-2









 






     The Applicable Margin shall be calculated on the 5th day of each calendar
quarter of the Borrowers and established retroactively to the 1st day of such calendar
quarter (the “Calculation Date”) based on the Quarterly Average Excess Availability for the
immediately preceding calendar quarter, commencing with calendar quarter ending September 30, 2010,
and shall remain in effect until adjusted thereafter (if at all) on the next Calculation Date.
Commencing with the First Amendment Closing Date and until the first Calculation Date, the
Applicable Margin shall be the percentages set forth in Tier 4 of the table above.



     The Parent shall deliver to the Agent and the Lenders a certificate, signed by its chief
financial officer, setting forth in reasonable detail the basis for the continuance of, or any
change in, the Applicable Margins on the applicable Calculation Date. Failure to timely deliver
such certificate shall, in addition to any other remedy provided for in this Agreement, result in
an increase in the Applicable Margins to the highest level set forth in the foregoing table, until
the first day of the first calendar month following the delivery of such certificate demonstrating
that such an increase is not required. If a Default or Event of Default has occurred and is
continuing at the time any reduction in the Applicable Margins is to be implemented, no reduction
may occur until the first day of the first calendar month following the date on which such Default
or Event of Default is waived or cured.



     “Assigned Contracts” means, collectively, all of the Borrowers’ rights and remedies
under, and all moneys and claims for money due or to become due to the Borrowers under those
contracts set forth on Schedule 1.1, and any other material contracts, and any and all
amendments, supplements, extensions, and renewals thereof including all rights and claims of the
Borrowers now or hereafter existing: (i) under any insurance, indemnities, warranties, and
guarantees provided for or arising out of or in connection with any of the foregoing agreements;
(ii) for any damages arising out of or for breach or default under or in connection with any of the
foregoing contracts; (iii) to all other amounts from time to time paid or payable under or in
connection with any of the foregoing agreements; or (iv) to exercise or enforce any and all
covenants, remedies, powers and privileges thereunder.



     “Assignee” has the meaning specified in Section 11.2(a).



     “Assignment and Acceptance” has the meaning specified in Section 11.2(a).



     “Attorney Costs” means and includes all reasonable fees, expenses and disbursements of
any law firm or other counsel engaged by the Agent or, to the extent provided in the Agreement, by
the Lenders.



     “Availability” means, at any time (a) the lesser of (i) the Maximum Revolver Amount or
(ii) the Borrowing Base, minus (b) the Aggregate Revolver Outstandings.



A-3









 





     “Average Revolver Usage” means, for any period of calculation, the average daily
outstanding amount of Revolving Loans and the average daily undrawn face amount of outstanding
Letters of Credit, for such period, as calculated by the Agent (which shall be conclusive absent
manifest error).



     “Bank” means Bank of America, N.A., a national banking association, or any successor
entity thereto.



     “Bank Products” means any one or more of the following types of services or facilities
extended to the Borrowers or any Subsidiary by any Lender or any Affiliate of a Lender in reliance
on such Lender’s agreement to indemnify such affiliate: (i) ACH Transactions; (ii) Cash
Management Services; (iii) commercial credit card and merchant card services; (iv) products under
Hedge Agreements; and (v) such other banking products or services provided by any Lender or any
Affiliate of any Lender as may be requested by any Borrower or Subsidiary, excluding Letters of
Credit.



     “Bank Product Debt” means Debt and other obligations of a Borrower relating to Bank
Products.



     “Bank Product Reserves” means all reserves which the Agent from time to time
establishes in its reasonable discretion in respect of Secured Bank Product Obligations.



     “Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. § 101 et seq.).



     “Base Rate” means, for any day, a per annum rate equal to the greater of (a) the Prime
Rate for such day; (b) the Federal Funds Rate for such day, plus 0.50%; or (c) LIBOR Rate
for a 30 day interest period as determined on such date, plus 1.00%. Each Interest Rate
based upon the Base Rate shall be adjusted simultaneously with any change in the Base Rate.



     “Base Rate Loans” means the Base Rate Revolving Loans.



     “Base Rate Revolving Loan” means a Revolving Loan during any period in which it bears
interest based on the Base Rate.



     “Biomass Business” means (a) the business of cultivating, growing and selling biomass
crops, including feedstock for establishing biomass crops, that are intended to be used as a fuel
or in the production of polymers, fuels or energy, (b) the business of providing value-added
processes relating to the cultivation, harvest or use of biomass crops as a fuel or in the
production of polymers, fuels or energy, and (c) such other business activities or opportunities
that are the same, similar, ancillary or reasonably related to the foregoing.



     “Borrowers” has the meaning specified in the Preamble of the Agreement.



     “Borrowers’ Ex-Im Agreement” means the Export-Import Bank of the United States Working
Capital Guarantee Program Borrower Agreement entered into after the First Amendment Closing Date by
the Borrowers that are eligible borrowers under an Ex-Im Guaranteed Loan in favor of the Ex-Im Bank
and the Agent relating to Ex-Im Bank Guaranteed



A-4









 




Loans as modified by any waiver or side letters from Ex-Im Bank to the Bank that are
applicable to the Ex-Im Bank Revolving Loans.




     “Borrowing” means a borrowing hereunder consisting of Revolving Loans made on the same
day by the Lenders to any Borrower or by Bank in the case of a Borrowing funded by Ex-Im Bank
Revolving Loans, Non Ratable Loans or by the Agent in the case of a Borrowing consisting of an
Agent Advance, or the issuance of Letters of Credit hereunder.



     “Borrowing Base” means, at any time, an amount equal to



          (a) the sum of:





     (i) eighty-five percent (85%) of the Net Amount of Eligible Accounts;
plus




     (ii) the lesser of (a) $25,000,000 or (b) eighty-five percent (85%) of the Net
Amount of Eligible Foreign Accounts; plus




     (iii) the lesser of (a) sixty-five percent (65%) of the value of Eligible
Inventory or (b) eighty-five percent (85%) of the Net Orderly Liquidation Value of
Eligible Inventory; plus




     (iv) the lesser of (a) $20,000,000 or (b) the sum of (I) ninety percent (90%)
of the Export-Related Accounts Receivable Value with respect only to Ex-Im Bank
Revolving Loans plus (II) the lesser of (A) $10,000,000 or (B) 75% of the
value of Eligible Export-Related Inventory, subject to the availability that exists
pursuant to the terms of Borrowers’ Ex-Im Agreement under the Export-Related
Borrowing Base (as that term is defined in the Borrowers’ Ex-Im Agreement);
minus




     (b) Reserves from time to time established by the Agent in its reasonable credit
judgment;


provided that the aggregate Revolving Loans advanced against Eligible Inventory shall not
exceed the Maximum Inventory Loan Amount; provided, further, that any and all items
of Collateral acquired pursuant to a Permitted Acquisition shall not be included in the Borrowing
Base until such time as the Agent shall have had the opportunity to conduct a field exam and/or an
appraisal of such Collateral with results satisfactory to the Agent.




     “Borrowing Base Certificate” means a certificate by a Responsible Officer of the
Parent, substantially in the form of Exhibit B (or another form acceptable to the Agent)
setting forth the calculation of the Borrowing Base, including a calculation of each component
thereof, all in such detail as shall be reasonably satisfactory to the Agent. All calculations of
the Borrowing Base in connection with the preparation of any Borrowing Base Certificate shall
originally be made by the Parent and certified to the Agent; provided, that the Agent shall
have the right to review and adjust, in the exercise of its reasonable credit judgment, any such
calculation (1) to reflect its reasonable estimate of declines in value of any of the Collateral
described therein, and (2) to the extent that such calculation is not in accordance with this
Agreement.



A-5









 





     “Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the laws of, or are in fact closed in, North
Carolina and New York, and if such day relates to a LIBOR Loan, any such day on which dealings in
Dollar deposits are conducted between banks in the London interbank Eurodollar market.



     “Calculation Date” has the meaning specified in the definition of Applicable Margin.



     “Capital Adequacy Regulation” means any guideline, request or directive of any central
bank or other Governmental Authority, or any other law, rule or regulation, whether or not having
the force of law, in each case, regarding capital adequacy of any bank or of any corporation
controlling a bank.



     “Capital Expenditures” means, for any period, all capital expenditures of the
Borrowers on a consolidated basis for such period, as determined in accordance with GAAP.



     “Capital Lease” means any lease of Property by any Borrower which, in accordance with
GAAP, should be reflected as a capital lease on the balance sheet of such Borrower.



     “Capital Stock” means (i) in the case of a corporation, capital stock, (ii) in the
case of an association or business entity, any and all shares, interests, participations, rights or
other equivalents (however designated) of capital stock, (iii) in the case of a partnership,
partnership interests (whether general or limited), (iv) in the case of a limited liability
company, membership interests and (v) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of assets of, the
issuing Person.



     “Cash Management Services” means any services provided from time to time by Bank, any
Lender or any of their respective Affiliates to any Borrower or Subsidiary in connection with
operating, collections, payroll, trust, or other depository or disbursement accounts, including
automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled
disbursement, overdraft, depository, information reporting, lockbox and stop payment services.



     “CERCLA” means the Comprehensive Environmental Response Compensation and Liability Act
(42 U.S.C. § 9601 et seq.).



     “Change of Control” means the occurrence of any of the following events: (i) any
Person or two or more Persons acting in concert shall have acquired “beneficial ownership,”
directly or indirectly, of, or shall have acquired by contract or otherwise, or shall have entered
into a contract or arrangement that, upon consummation, will result in its or their acquisition of,
control over, Voting Stock of the Parent (or other securities convertible into such Voting Stock)
representing 25% or more of the combined voting power of all Voting Stock of the Parent, or (ii)
during any period of up to 24 consecutive months, commencing after the First Amendment Closing
Date, individuals who at the beginning of such 24 month period were directors of the Parent
(together with any new director whose election by the Parent’s Board of Directors or whose
nomination for election by the Parent’s shareholders was approved by a vote of at least two-thirds
of the directors then still in office who either were directors at the beginning of such period or
whose election or nomination for election was previously so approved) cease for any reason to
constitute a majority of the directors of the Parent then in office. As used herein,



A-6









 




“beneficial ownership” shall have the meaning provided in Rule 13d 3 of the Securities and
Exchange Commission under the Securities Act of 1934.




     “Chattel Paper” means all of the Borrowers’ now owned or hereafter acquired chattel
paper, as defined in the UCC, including electronic chattel paper.



     “Clearing Bank” means the Bank or any other banking institution with whom a Payment
Account has been established pursuant to an Account Control Agreement.



     “Closing Date” means May 26, 2006.



     “Closing Date Mortgages” means the Mortgages required to be executed and delivered on
the Closing Date.



     “Code” means the Internal Revenue Code of 1986.



     “Collateral” means all of the Borrowers’ real and personal Property and all other
assets of any Person from time to time subject to Agent’s Liens securing payment or performance of
the Obligations.



     “Commitment” means, at any time with respect to a Lender, the principal amount set
forth beside such Lender’s name under the heading “Commitment” on Schedule 1.2 attached to
the Agreement or on the signature page of the Assignment and Acceptance pursuant to which such
Lender became a Lender hereunder in accordance with the provisions of Section 11.2, as such
Commitment may be adjusted from time to time in accordance with the provisions of Section
3.3 and Section 11.2, and “Commitments” means, collectively, the aggregate amount of
the commitments of all of the Lenders.



     “Commitment Increase” has the meaning specified in Section 1.5(a).



     “Contaminant” means any waste, pollutant, hazardous substance, toxic substance,
hazardous waste, special waste, petroleum or petroleum derived substance or waste, asbestos in any
form or condition, polychlorinated biphenyls (“PCBs”), or any constituent of any such
substance or waste.



     “Continuation/Conversion Date” means the date on which a Loan is converted into or
continued as a LIBOR Rate Loan.



     “Control Collateral Agent” means U.S. Bank National Association.



     “Credit Support” has the meaning specified in Section 1.3(a).



     “CWA” means the Clean Water Act (33 U.S.C. §§ 1251 et seq.).



     “Debt” means, as to any Person and whether recourse is secured by or is otherwise
available against all or only a portion of the assets of such Person and whether or not contingent,
but without duplication:



A-7









 






     (a) every obligation of such Person for money borrowed;




     (b) every obligation of such Person evidenced by bonds, debentures, notes or other
similar instruments, including obligations incurred in connection with the acquisition of
Property, assets or businesses;




     (c) every reimbursement obligation of such Person with respect to letters of credit,
bankers’ acceptances or similar facilities issued for the account of such Person;




     (d) every obligation of such Person issued or assumed as the deferred purchase price of
Property or services including securities repurchase agreements but excluding trade accounts
payable or accrued liabilities arising in the ordinary course of business which are not
overdue or which are being contested in good faith;




     (e) every obligation of such Person under any Capital Lease;




     (f) every obligation of such Person under any Synthetic Lease;




     (g) every obligation of such Person (an “equity related purchase obligation”) to
purchase, redeem, retire or otherwise acquire for value any shares of capital stock of any
class issued by such Person, any warrants, options or other rights to acquire any such
            shares, or any rights measured by the value of such shares, warrants, options or other
rights;




     (h) Derivative Obligations of such Person;




     (i) every obligation in respect of Debt of any other entity (including any partnership
in which such Person is a general partner) to the extent that such Person is liable therefor
as a result of such Person’s ownership interest in or other relationship with such entity,
except to the extent that the terms of such Debt provide that such Person is not liable
therefor and such terms are enforceable under applicable law;




     (j) every obligation, contingent or otherwise, of such Person guarantying, or having
the economic effect of guarantying or otherwise acting as surety for, any obligation of a
type described in any of clauses (a) through (i) (the “primary obligation”) of another
Person (the “primary obligor”), in any manner, whether directly or indirectly, and
including, without limitation, any obligation of such Person (i) to purchase or pay (or
advance or supply funds for the purchase of) any security for the payment of such primary
obligation, (ii) to purchase Property, securities or services for the purpose of assuring
the payment of such primary obligation, or (iii) to maintain working capital, equity capital
or other financial statement condition or liquidity of the primary obligor so as to enable
the primary obligor to pay such primary obligation.



     The “amount” or “principal amount” of any Debt at any time of determination represented by (A)
any Debt, issued at a price that is less than the principal amount at maturity thereof, shall be
the amount of the liability in respect thereof determined in accordance with GAAP, (B) any Capital
Lease shall be the principal component of the aggregate of the rentals obligation under such
Capital Lease payable over the term thereof that is not subject to



A-8









 




termination by the lessee, and (C) any equity related purchase obligation shall be the maximum
fixed redemption or purchase price thereof inclusive of any accrued and unpaid dividends to be
comprised in such redemption or purchase price.




     “Default” means any event or circumstance which, with the giving of notice, the lapse
of time, or both, would (if not cured, waived, or otherwise remedied during such time) constitute
an Event of Default.



     “Default Rate” means a fluctuating per annum interest rate at all times equal to (i)
for Loans and other extensions of credit, the sum of (a) the otherwise applicable Interest Rate
plus (b) two percent (2%) per annum, and (ii) for all other payments due, the sum of (a)
the Base Rate plus (b) the Applicable Margin for Base Rate Loans plus (c) two
percent (2%) per annum. Each Default Rate shall be adjusted simultaneously with any change in the
applicable Interest Rate. In addition, the Default Rate shall result in an increase in the Letter
of Credit Fee by two (2) percentage points per annum.



     “Defaulting Lender” means any Lender that, as reasonably determined by the Agent, (a)
has failed to perform any funding obligations hereunder, and such failure is not cured within three
(3) Business Days; (b) has notified the Agent or any Borrower that such Lender does not intend to
comply with its funding obligations hereunder or has made a public statement to the effect that it
does not intend to comply with its funding obligations hereunder or under any other credit
facility; (c) has failed, within three (3) Business Days following request by the Agent, to confirm
in a manner reasonably satisfactory to the Agent that such Lender will comply with its funding
obligations hereunder; or (d) has, or has a direct or indirect parent company that has, become the
subject of an Insolvency Proceeding or taken any action in furtherance thereof.



     “Deposit Accounts” means all “deposit accounts” as such term is defined in the UCC,
now or hereafter held in the name of any Borrower.



     “Derivative Obligations” means the net obligations of a Person under any Hedge
Agreement.



     “Designated Account” has the meaning specified in Section 1.2(c).



     “Distribution” means, in respect of any corporation: (a) the payment or making of any
dividend or other distribution of Property in respect of capital stock (or any options or warrants
for, or other rights with respect to, such stock) of such corporation, other than distributions in
capital stock (or any options or warrants for such stock) of the same class; or (b) the redemption
or other acquisition by such corporation of any capital stock (or any options or warrants for such
stock) of such corporation.



     “Documents” means all documents as such term is defined in the UCC, including bills of
lading, warehouse receipts or other documents of title, now owned or hereafter acquired by the
Borrowers.



     “DOL” means the United States Department of Labor or any successor department or
agency.



A-9









 





     “Dollar” and “$” means dollars in the lawful currency of the United States.
Unless otherwise specified, all payments under the Agreements shall be made in Dollars.



     “Domestic Subsidiary” means any Subsidiary of the Parent other than a Foreign
Subsidiary.



     “EBITDA” means, with respect to any fiscal period of the Parent and its Domestic
Subsidiaries, on a consolidated basis, Adjusted Net Earnings from Operations, plus, to the
extent deducted in the determination of Adjusted Net Earnings from Operations for that fiscal
period, interest expenses, Federal, state, local and foreign income taxes, depreciation,
amortization and other non-cash charges (excluding the effect of non-cash income or loss from any
Person (other than Domestic Subsidiaries) in which the Parent or any of its Domestic Subsidiaries
has an ownership interest, but including non-cash accruals from any such Person until they are paid
as cash charges), minus, without duplication, non-cash income. Unless otherwise specified
herein, the applicable period of computation shall be for the four (4) consecutive fiscal quarters
ending as of the date of determination.



     “Eligible Accounts” means the Accounts which the Agent in the exercise of its
reasonable commercial discretion determines to be Eligible Accounts. Without limiting the
discretion of the Agent to establish other criteria of ineligibility, Eligible Accounts shall not,
unless the Agent in its sole discretion elects, include any Account:




     (a) with respect to which more than 90 days (or, with the prior consent of the Agent,
120 days) have elapsed since the date of the original invoice therefor or which is more
than 60 days past due;




     (b) with respect to which any of the representations, warranties, covenants, and
agreements contained in the Security Agreement are incorrect or have been breached;




     (c) with respect to which Account (or any other Account due from such Account Debtor),
in whole or in part, a check, promissory note, draft, trade acceptance or other instrument
for the payment of money has been received, presented for payment and returned uncollected
for any reason;




     (d) which represents a progress billing (as hereinafter defined) or as to which a
Borrower has extended the time for payment without the consent of the Agent; for the
purposes hereof, “progress billing” means any invoice for goods sold or leased or services
rendered under a contract or agreement pursuant to which the Account Debtor’s obligation to
pay such invoice is conditioned upon a Borrower’s completion of any further performance
under the contract or agreement;




     (e) with respect to which any one or more of the following events has occurred to the
Account Debtor on such Account: death or judicial declaration of incompetency of an Account
Debtor who is an individual; the filing by or against the Account Debtor of a request or
petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as
a bankrupt, winding up, or other relief under the bankruptcy, insolvency, or similar laws of
the United States, any state or territory thereof, or any foreign jurisdiction, now or
hereafter in effect; the making of any general



A-10









 






assignment by the Account Debtor for the benefit of creditors; the appointment of a
receiver or trustee for the Account Debtor or for any of the assets of the Account Debtor,
including, without limitation, the appointment of or taking possession by a “custodian,” as
defined in the Federal Bankruptcy Code; the institution by or against the Account Debtor of
any other type of insolvency proceeding (under the bankruptcy laws of the United States or
otherwise) or of any formal or informal proceeding for the dissolution or liquidation of,
settlement of claims against, or winding up of affairs of, the Account Debtor; the sale,
assignment, or transfer of all or any material part of the assets of the Account Debtor; the
nonpayment generally by the Account Debtor of its debts as they become due; or the cessation
of the business of the Account Debtor as a going concern;




     (f) if fifty percent (50%) or more of the aggregate Dollar amount of outstanding
Accounts owed at such time by the Account Debtor thereon is classified as ineligible under
clause (a) above;




     (g) which constitutes an Eligible Foreign Account or an Eligible Export-Related Account
Receivable or is otherwise owned owed by an Account Debtor which: (i) does not maintain its
chief executive office in the United States of America (including Puerto Rico) or Canada
(other than the Province of Newfoundland); or (ii) is not organized under the laws of the
United States of America or Canada or any state or province thereof; or (iii) is the
government of any foreign country or sovereign state, or of any state, province,
municipality, or other political subdivision thereof, or of any department, agency, public
corporation, or other instrumentality thereof;




     (h) owed by an Account Debtor which is an Affiliate or employee of any Borrower;




     (i) except as provided in clause (k) below, with respect to which either the
perfection, enforceability, or validity of the Agent’s Liens in such Account, or the Agent’s
right or ability to obtain direct payment to the Agent of the proceeds of such Account, is
governed by any federal, state, or local statutory requirements other than those of the UCC;




     (j) owed by an Account Debtor to which the Parent or any other Borrower, is indebted in
any way, or which is subject to any right of setoff or recoupment by the Account Debtor,
unless the Account Debtor has entered into an agreement acceptable to the Agent to waive
setoff rights; or if the Account Debtor thereon has disputed liability or made any claim
with respect to any other Account due from such Account Debtor; but in each such case only
to the extent of such indebtedness, setoff, recoupment, dispute, or claim;




     (k) owed by the government of the United States of America, or any department, agency,
public corporation, or other instrumentality thereof, unless the Federal Assignment of
Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), and any other steps necessary to
perfect the Agent’s Liens therein, have been complied with to the Agent’s satisfaction with
respect to such Account;



A-11









 






     (l) owed by any state, municipality, or other political subdivision of the United
States of America, or any department, agency, public corporation, or other instrumentality
thereof and as to which the Agent determines that its Lien therein is not or cannot be
perfected;




     (m) which represents a sale on a bill and hold, guaranteed sale, sale and return, sale
on approval, consignment, or other repurchase or return basis;




     (n) which is evidenced by a promissory note or other instrument or by chattel paper;




     (o) if the Agent believes, in the exercise of its reasonable judgment, that the
prospect of collection of such Account is impaired or that the Account may not be paid by
reason of the Account Debtor’s financial inability to pay;




     (p) with respect to which the Account Debtor is located in any state requiring the
filing of a Notice of Business Activities Report or similar report in order to permit a
Borrower to seek judicial enforcement in such State of payment of such Account, unless such
Borrower has qualified to do business in such state or has filed a Notice of Business
Activities Report or equivalent report for the then current year;




     (q) which arises out of a sale not made in the ordinary course of a Borrower’s
business;




     (r) with respect to which the goods giving rise to such Account have not been shipped
and delivered to and accepted by the Account Debtor or the services giving rise to such
Account have not been performed by a Borrower, and, if applicable, accepted by the Account
Debtor, or the Account Debtor revokes its acceptance of such goods or services;




     (s) owed by an Account Debtor which is obligated to a Borrower respecting Accounts the
aggregate unpaid balance of which exceeds twenty-five percent (25%) of the aggregate unpaid
balance of all Accounts owed such Borrower at such time by all of such Borrower’s Account
Debtors, but only to the extent of such excess; or




     (t) which is not subject to a first priority and perfected security interest in favor
of the Agent for the benefit of the Secured Parties.



     If any Account at any time ceases to be an Eligible Account, then such Account shall promptly
be excluded from the calculation of Eligible Accounts.



     “Eligible Assignee” means (a) a commercial bank, commercial finance company or other
asset based lender, having total assets in excess of $1,000,000,000; (b) any Lender listed on the
signature page of this Agreement; (c) any Affiliate of any Lender; and (d) if an Event of Default
has occurred and is continuing, any Person reasonably acceptable to the Agent.



     “Eligible Export-Related Accounts Receivable” has the meaning set forth in Borrowers’
Ex-Im Agreement, but in no event will include any Eligible Foreign Accounts or Accounts that



A-12









 




are insured or payable by a letter of credit, unless otherwise agreed to in writing by the
Agent and the respective Borrowers.




     “Eligible Export-Related Inventory” has the meaning set forth in Borrowers’ Ex-Im
Agreement.



     “Eligible Foreign Accounts” means Accounts owed by an Account Debtor that: (a)(i) does
not maintain its chief executive office in the United States of America (including Puerto Rico) or
Canada (other than the Province of Newfoundland); or (ii) is not organized under the laws of the
United States of America or Canada or any state or province thereof; or (iii) is the government of
any foreign country or sovereign state, or of any state, province, municipality, or other political
subdivision thereof, or of any department, agency, public corporation, or other instrumentality
thereof (a “Foreign Account Debtor”); (b)(i) is a subsidiary of a major U.S. corporation
that is either a public corporation or has publicly traded debt and (ii) has a credit rating or
long term debt rating of BBB- or higher by S&P and Baa3 or higher by Moody’s; (c)(i) such Account
is secured or payable by a letter of credit satisfactory to the Agent in its discretion or (ii)
such Account is insured to the satisfaction of the Agent; (d) would qualify as an Account eligible
for financing under the Ex-Im Bank Working Capital Guarantee Program; (e) would qualify as an
“Eligible Account” but for the fact that it is owed by a Foreign Account Debtor and (f) complies
with applicable laws; but in no event will Eligible Foreign Accounts include any Eligible
Export-Related Accounts Receivable.



     If any Account at any time ceases to be an Eligible Foreign Account, then such Account shall
promptly be excluded from the calculation of Eligible Foreign Accounts.



     “Eligible Inventory” means Inventory, valued at the lower of cost (on a first in,
first out basis) or market, which the Agent, in its reasonable discretion, determines to be
Eligible Inventory. Without limiting the discretion of the Agent to establish other criteria of
ineligibility, Eligible Inventory shall not, unless the Agent in its sole discretion elects,
include any Inventory:




     (a) that is not owned by a Borrower;




     (b) that is not subject to the Agent’s Liens, which are perfected as to such Inventory,
or that are subject to any other Lien whatsoever (other than the Liens described in clause
(d) of the definition of Permitted Liens provided that such Permitted Liens (i) are
junior in priority to the Agent’s Liens or subject to Reserves and (ii) do not impair
directly or indirectly the ability of the Agent to realize on or obtain the full benefit of
the Collateral);




     (c) that does not consist of finished goods, raw materials, work in process, chemicals,
samples, prototypes, supplies, or packing and shipping materials;




     (d) that is not in good condition, is unmerchantable, or does not meet all standards
imposed by any Governmental Authority, having regulatory authority over such goods, their
use or sale;



A-13









 






     (e) that is not currently either usable or salable, at prices approximating at least
cost, in the normal course of a Borrower’s business, or that is slow moving or stale (i.e.,
aged greater than one year);




     (f) that is obsolete or returned or repossessed or used goods taken in trade;




     (g) that is located outside the United States of America (including Puerto Rico) or
Canada (or that is in transit from vendors or suppliers);




     (h) that is located in a public warehouse or in possession of a bailee or in a facility
leased by a Borrower, if the warehouseman, or the bailee, or the lessor has not delivered to
the Agent, if requested by the Agent, a subordination agreement in form and substance
satisfactory to the Agent or if permitted by the Agent in lieu of such a subordination
agreement, a Reserve for rents or storage charges (not to exceed three months) has not been
established for Inventory at that location;




     (i) that contains or bears any Proprietary Rights (other than Dacron® and other
trademarked products supplied by Dupont or the Parent) licensed to a Borrower by any Person,
if the Agent is not satisfied that it may sell or otherwise dispose of such Inventory in
accordance with the terms of the Security Agreement and Section 9.2 without
infringing the rights of the licensor of such Proprietary Rights or violating any contract
with such licensor (and without payment of any royalties other than any royalties due with
respect to the sale or disposition of such Inventory pursuant to the existing license
agreement), and, as to which a Borrower has not delivered to the Agent a consent or
sublicense agreement from such licensor in form and substance acceptable to the Agent if
requested;




     (j) that is not reflected in the details of a current perpetual inventory report; or




     (k) that is Inventory placed on consignment.



     If any Inventory at any time ceases to be Eligible Inventory, such Inventory shall promptly be
excluded from the calculation of Eligible Inventory.



     “Environmental Claims” means all claims, however asserted, by any Governmental
Authority or other Person alleging any possible noncompliance with, investigation of a possible
violation of, litigation relating to, or potential fine or liability under any Environmental Law,
or for a Release, environmental pollution or hazardous materials, including any complaint, summons,
citation, order, claim, demand or request for correction, remediation or otherwise.



     “Environmental Compliance Reserve” means any reserve which the Agent establishes in
its reasonable discretion after prior written notice to the Borrowers from time to time for amounts
that are reasonably likely to be expended by a Borrower in order for such Borrower and its
operations and Property (a) to comply with any notice from a Governmental Authority asserting
material non compliance with Environmental Laws, or (b) to correct any such material non compliance
identified in a report delivered to the Agent and the Lenders pursuant to Section 7.7.



A-14









 





     “Environmental Laws” means all federal, state or local laws, statutes, common law
duties, rules, programs, regulations, ordinances and codes, together with all administrative
orders, directed duties, licenses, authorizations, guidance promulgated by regulatory agencies and
permits of, and agreements with, any Governmental Authority, in each case relating to public health
(but excluding occupational safety and health, to the extent regulated by OSHA), safety and land
use matters, and the protection or pollution of the environment, including CERCLA, RCRA and CWA.



     “Environmental Lien” means a Lien in favor of any Governmental Authority for (a) any
liability under Environmental Laws, or (b) damages arising from, or costs incurred by such
Governmental Authority in response to, a Release or threatened Release of a Contaminant into the
environment.



     “Equipment” means all of the Borrowers’ now owned and hereafter acquired machinery,
equipment, furniture, furnishings, fixtures, and other tangible personal Property (except
Inventory), including embedded software, motor vehicles with respect to which a certificate of
title has been issued, aircraft, dies, tools, jigs, molds and office equipment, as well as all of
such types of Property leased by the Borrowers and all of the Borrowers’ rights and interests with
respect thereto under such leases (including, without limitation, options to purchase); together
with all present and future additions and accessions thereto, replacements therefor, component and
auxiliary parts and supplies used or to be used in connection therewith, and all substitutes for
any of the foregoing, and all manuals, drawings, instructions, warranties and rights with respect
thereto; wherever any of the foregoing is located.



     “ERISA” means the Employee Retirement Income Security Act of 1974, and regulations
promulgated thereunder.



     “ERISA Affiliate” means any trade or business (whether or not incorporated) under
common control with the Borrowers within the meaning of Section 414(b) or (c) of the Code.



     “Event of Default” has the meaning specified in Section 9.1.



     “Exchange Act” means the Securities Exchange Act of 1934, and regulations promulgated
thereunder.



     “Excluded Tax” means with respect to the Agent, any Lender, the Letter of Credit
Issuer or any other recipient of a payment to be made by or on account of any Obligation, (a) taxes
imposed on or measured by its overall net income (however denominated), and franchise taxes imposed
on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof)
under the laws of which such recipient is organized or in which its principal office is located or
with which it has a current or former connection (other than a connection resulting solely from
this Agreement) or, in the case of any Lender, in which its applicable lending office is located;
(b) any branch profits taxes imposed by the United States or any similar tax imposed by any other
jurisdiction in which the Company is located; (c) any backup withholding tax required by the Code
to be withheld from amounts payable to a Lender that has failed to comply with Section
4.1(c); (d) in the case of a Foreign Lender, any United States withholding tax that is (i)
required pursuant to laws in force at the time such Lender becomes a Lender (or designates a



A-15









 




new lending office) hereunder, or (ii) attributable to such Lender’s failure or inability
(other than as a result of a change in any Requirement of Law) to comply with Section
4.1(c), except to the extent that such Foreign Lender (or its assignor, if any) was entitled,
at the time of designation of a new lending office (or assignment), to receive additional amounts
from the Borrowers with respect to such withholding tax; and (e) taxes imposed on it by reason of
Section 1471 or 1472 of the Code.




     “Ex-Im Bank” means the Export-Import Bank of the United States.



     “Ex-Im Bank Guaranteed Loan” means a loan contemplated under and evidenced by the
Borrowers’ Ex-Im Agreement that qualifies as an eligible loan under the Ex-Im Bank Working Capital
Guarantee Program and is subject to a Master Ex-Im Bank Guarantee.



     “Ex-Im Bank Revolving Loan” has the meaning specified in Section 1.2(j).



     “Ex-Im Loan Documents” means the Borrowers’ Ex-Im Agreement and all other agreements
and documents required by Ex-Im Bank in connection with an Ex-Im Bank Guaranteed Loan, and such
loan agreements and other agreements and documents customarily required by the Bank in connection
with an Ex-Im Bank Guaranteed Loan.



     “Existing Credit Agreement” has the meaning specified in the WHEREAS clauses.



     “Export-Related Accounts Receivable Value” has the meaning set forth in Borrowers’
Ex-Im Agreement.



     “FDIC” means the Federal Deposit Insurance Corporation, and any Governmental Authority
succeeding to any of its principal functions.



     “Federal Funds Rate” means, for any day, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged by Federal funds
brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next
succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds
Rate for such day shall be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is so published on such next
succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to
the Bank on such day on such transactions as determined by the Agent.



     “Federal Reserve Board” or “FRB” means the Board of Governors of the Federal
Reserve System or any successor thereto.



     “Fee Letter” means that certain fee letter dated July 26, 2010 among Bank of America,
N.A., Banc of America Securities LLC and Unifi, Inc.



     “Financial Statements” means, according to the context in which it is used, the
financial statements referred to in Sections 5.2 and 6.6 or any other financial
statements required to be given to the Lenders pursuant to this Agreement.



A-16









 





     “First Amendment” means that certain First Amendment to Amended and Restated Credit
Agreement, Amended and Restated Security Agreement and Pledge
Agreement dated as of the First Amendment Closing Date
by and among the Borrowers, the Agent and the Lenders party thereto.



     “First Amendment Closing Date” means September 9, 2010



     “Fiscal Year” means the Parent’s fiscal year for financial accounting purposes. The
current Fiscal Year of the Parent will end on June 26, 2011.



     “Fixed Assets” means the Equipment and Real Estate of the Borrowers.



     “Fixed Charge Coverage Ratio” means, with respect to any fiscal period of the Parent
and its Domestic Subsidiaries, the ratio of (a) EBITDA for such period minus Capital
Expenditures made by the Parent or any of its Domestic Subsidiaries during such period
plus, to the extent not included in Adjusted Net Earnings from Operations, cash payments
made during such period from Persons in which the Parent or any of its Domestic Subsidiaries has an
ownership interest minus cash payments made during such period by the Parent or any of its
Domestic Subsidiaries to Persons in which the Parent or any of its Domestic Subsidiaries has an
ownership interest plus cash proceeds from asset sales received by the Parent or any of its
Domestic Subsidiaries during such period minus Distributions paid by the Parent during such
period minus share repurchases made by the Parent of its Capital Stock during such period
minus cash invested (including by way of loans) in joint ventures and in Permitted
Acquisitions during such period minus cash taxes paid for such period plus tax
refunds received in cash for such period to (b) Fixed Charges. Unless otherwise specified herein,
the applicable period of computation shall be for the four (4) consecutive fiscal quarters ending
as of the date of determination.



     “Fixed Charges” means, with respect to any fiscal period of the Parent and its
Domestic Subsidiaries on a consolidated basis, without duplication, cash interest expense and
scheduled principal payments of Funded Debt, determined in accordance with GAAP.



     “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction
other than the laws of the United States, or any state or district thereof.



     “Foreign Subsidiary” means any Subsidiary of the Parent that is incorporated, formed
or registered or whose principal place of business or headquarters is not in the United States.



     “Funded Debt” means, as of any date of determination with respect to any fiscal period
then ended, an amount equal to the aggregate principal amount then outstanding in respect of all
interest-bearing Debt of the Parent and its Domestic Subsidiaries on a consolidated basis.



     “Funding Date” means the date on which a Borrowing occurs.



     “GAAP” means generally accepted accounting principles in the United States of America
and applied on a consistent basis with the Financial Statements.



     “General Intangibles” means all of the Borrowers’ now owned or hereafter acquired
general intangibles, choses in action and causes of action and all other intangible personal
Property of the Borrowers of every kind and nature (other than Accounts), including, without



A-17









 




limitation, all contract rights, payment intangibles, Proprietary Rights, corporate or other
business records, inventions, designs, blueprints, plans, specifications, patents, patent
applications, trademarks, service marks, trade names, trade secrets, goodwill, copyrights, computer
software, customer lists, registrations, licenses, franchises, tax refund claims, any funds which
may become due to the Borrowers in connection with the termination of any Plan or other employee
benefit plan or any rights thereto and any other amounts payable to the Borrowers from any Plan or
other employee benefit plan, rights and claims against carriers and shippers, rights to
indemnification, business interruption insurance and proceeds thereof, Property, casualty or any
similar type of insurance and any proceeds thereof, proceeds of insurance covering the lives of key
employees on which a Borrower is beneficiary, rights to receive dividends, distributions, cash,
Instruments and other Property in respect of or in exchange for pledged equity interests or
Investment Property and any letter of credit, guarantee, claim, security interest or other security
held by or granted to a Borrower.




     “Goods” means all “goods” as defined in the UCC, now owned or hereafter acquired by a
Borrower, wherever located, including embedded software to the extent included in “goods” as
defined in the UCC, manufactured homes, standing timber that is cut and removed for sale and unborn
young of animals.



     “Governmental Authority” means any nation or government, any state or other political
subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any
entity exercising executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government, and any corporation or other entity owned or controlled, through stock or
capital ownership or otherwise, by any of the foregoing.



     “Guaranty” means, with respect to any Person, all obligations of such Person which in
any manner directly or indirectly guarantee or assure, or in effect guarantee or assure, the
payment or performance of any indebtedness, dividend or other obligations of any other Person (the
“guaranteed obligations”), or assure or in effect assure the holder of the guaranteed obligations
against loss in respect thereof, including any such obligations incurred through an agreement,
contingent or otherwise: (a) to purchase the guaranteed obligations or any Property constituting
security therefor; (b) to advance or supply funds for the purchase or payment of the guaranteed
obligations or to maintain a working capital or other balance sheet condition; or (c) to lease
Property or to purchase any debt or equity securities or other Property or services.



     “Hedge Agreement” means any and all transactions, agreements or documents now existing
or hereafter entered into, which provides for an interest rate, credit, commodity or equity swap,
cap, floor, collar, forward foreign exchange transaction, currency swap, cross currency rate swap,
currency option, or any combination of, or option with respect to, these or similar transactions,
for the purpose of hedging the Borrowers’ or any Subsidiary’s exposure to fluctuations in interest
or exchange rates, loan, credit exchange, security or currency valuations or commodity prices.



     “Inactive Subsidiary” means as of any time of determination, any Subsidiary that has
at such time less than $50,000 in assets and is not at such time engaged in any ongoing business.



     “Indemnified Taxes” means Taxes other than Excluded Taxes.



A-18









 





     “Insolvency Proceeding” means any case or proceeding commenced by or against a Person
under any state, federal or foreign law for, or any agreement of such Person to, (a) the entry of
an order for relief under the Bankruptcy Code, or any other insolvency, debtor relief or debt
adjustment law; (b) the appointment of a receiver, trustee, liquidator, administrator, conservator
or other custodian for such Person or any part of its Property; or (c) an assignment or trust
mortgage for the benefit of creditors.



     “Instruments” means all instruments as such term is defined in the UCC, now owned or
hereafter acquired by any Borrower.



     “Intercreditor Agreement” means the Intercreditor Agreement, dated as of the Closing
Date, among the Borrowers, the Senior Secured Notes Collateral Agent, on behalf of itself, the
Senior Secured Notes Trustee and the holders of the Senior Secured Notes, and the Agent, on behalf
of itself and the Lenders, in form and substance satisfactory in all respects to the Agent, as the
same may be amended, supplemented or otherwise modified from time to time.



     “Interest Period” means, as to any LIBOR Rate Loan, the period commencing on the
Funding Date of such Loan or on the Continuation/Conversion Date on which the Loan is converted
into or continued as a LIBOR Rate Loan, and ending on the date 30, 60 or 90 days thereafter as
selected by the Borrower in its Notice of Borrowing, in the form attached hereto as Exhibit
D, or Notice of Continuation/Conversion, in the form attached hereto as Exhibit E,
provided that:




     (a) if any Interest Period would otherwise end on a day that is not a Business Day,
that Interest Period shall be extended to the following Business Day unless the result of
such extension would be to carry such Interest Period into another calendar month, in which
event such Interest Period shall end on the preceding Business Day;




     (b) any Interest Period pertaining to a LIBOR Rate Loan that begins on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period) shall end on the
last Business Day of the calendar month at the end of such Interest Period; and




     (c) no Interest Period shall extend beyond the Stated Termination Date.



     “Interest Rate” means each or any of the interest rates, including the Default Rate,
set forth in Section 2.1.



     “Inventory” means all of the Borrowers’ now owned and hereafter acquired inventory,
goods and merchandise, wherever located, to be furnished under any contract of service or held for
sale or lease, all returned goods, raw materials, work in process, finished goods (including
embedded software), other materials and supplies of any kind, nature or description which are used
or consumed in the Borrowers’ business or used in connection with the packing, shipping,
advertising, selling or finishing of such goods, merchandise, and all documents of title or other
Documents representing them.



A-19









 





     “Investment Property” means all of the Borrowers’ right title and interest in and to
any and all: (a) securities whether certificated or uncertificated; (b) securities entitlements;
(c) securities accounts; (d) commodity contracts; or (e) commodity accounts.



     “IRS” means the Internal Revenue Service and any Governmental Authority succeeding to
any of its principal functions under the Code.



     “Latest Projections” means: (a) on the Closing Date and thereafter until the Agent
receives new projections pursuant to Section 5.2(f), the projections of the Borrowers’
financial condition, results of operations, and cash flows, for the period commencing on June 28,
2010 and ending on June 29, 2014 and delivered to the Agent prior to the Closing Date; and (b)
thereafter, the projections most recently received by the Agent pursuant to Section 5.2(f).



     “Lender” and “Lenders” have the meanings specified in the introductory
paragraph hereof and shall include the Agent to the extent of any Agent Advance outstanding and the
Bank to the extent of any Ex-Im Bank Revolving Loan or Non Ratable Loan outstanding;
provided that no such Agent Advance or Ex-Im Bank Revolving Loan or Non Ratable Loan shall
be taken into account in determining any Lender’s Pro Rata Share.



     “Letter of Credit” has the meaning specified in Section 1.3(a).



     “Letter of Credit Fee” has the meaning specified in Section 2.6.



     “Letter of Credit Fee Percentage” means a per annum percent equal to the Applicable
Margin for LIBOR Rate Loans.



     “Letter of Credit Issuer” means the Bank or any affiliate of the Bank.



     “Letter of Credit Obligations” means all debts, liabilities, reimbursement obligations
and other obligations now or hereafter arising from or in connection with the Letters of Credit,
including the undrawn amount of any Letter of Credit.



     “Letter of Credit Rights” means “letter of credit rights” as such term is defined in
the UCC, now owned or hereafter acquired by any Borrower, including rights to payment or
performance under a letter of credit, whether or not such Borrower, as beneficiary, has demanded or
is entitled to demand payment or performance.



     “Letter of Credit Subfacility” means $20,000,000.



     “LIBOR Interest Payment Date” means, with respect to a LIBOR Rate Loan, the
Termination Date and the last day of each Interest Period applicable to such Loan or, with respect
to each Interest Period of greater than three months in duration, the last day of the third month
of such Interest Period and the last day of such Interest Period.



     “LIBOR Rate” means, for any Interest Period, with respect to LIBOR Rate Loans, the
rate of interest per annum determined pursuant to the following formula:



A-20









 





	 	 	 	 	 	 	 	 	 
	 

	 	LIBOR Rate
	 	=
	 	Offshore Base Rate	 	 
	 

	 	 	 	 	 	1.00 — Eurodollar Reserve Percentage	 	 






     Where,



     “Offshore Base Rate” means the rate per annum appearing on Telerate Page 3750 (or any
successor page) as the London interbank offered rate for deposits in Dollars at approximately 11:00
a.m. (London time) two Business Days prior to the first day of such Interest Period for a term
comparable to such Interest Period. If for any reason such rate is not available, the Offshore
Base Rate shall be, for any Interest Period, the rate per annum appearing on Reuters Screen LIBO
Page as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m.
(London time) two Business Days prior to the first day of such Interest Period for a term
comparable to such Interest Period; provided, however, if more than one rate is
specified on Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of all such
rates. If for any reason none of the foregoing rates is available, the Offshore Base Rate shall
be, for any Interest Period, the rate per annum determined by Agent as the rate of interest at
which dollar deposits in the approximate amount of the LIBOR Rate Loan comprising part of such
Borrowing would be offered by the Bank’s London Branch to major banks in the offshore dollar market
at their request at or about 11:00 a.m. (London time) two Business Days prior to the first day of
such Interest Period for a term comparable to such Interest Period.



     “Eurodollar Reserve Percentage” means, for any day during any Interest Period, the
reserve percentage (expressed as a decimal, rounded upward to the next 1/100th of 1%) in effect on
such day applicable to member banks under regulations issued from time to time by the Federal
Reserve Board for determining the maximum reserve requirement (including any emergency,
supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently
referred to as “Eurocurrency liabilities”). The Offshore Rate for each outstanding LIBOR
Rate Loan shall be adjusted automatically as of the effective date of any change in the Eurodollar
Reserve Percentage.



     “LIBOR Rate Loans” means the LIBOR Revolving Loans.



     “LIBOR Revolving Loan” means a Revolving Loan during any period in which it bears
interest based on the LIBOR Rate.



     “Lien” means: (a) any interest in Property securing an obligation owed to, or a claim
by, a Person other than the owner of the Property, whether such interest is based on the common
law, statute, or contract, and including a security interest, charge, claim, or lien arising from a
mortgage, deed of trust, encumbrance, pledge, hypothecation, assignment, deposit arrangement,
agreement, security agreement, conditional sale or trust receipt or a lease, consignment or
bailment for security purposes; (b) to the extent not included under clause (a), any reservation,
exception, encroachment, easement, right of way, covenant, condition, restriction, lease or other
title exception or encumbrance affecting Property; and (c) any contingent or other agreement to
provide any of the foregoing.



     “Loan Account” means the loan account of the Borrowers, which account shall be
maintained by the Agent.



A-21









 





     “Loan Documents” means this Agreement, the Security Agreement, the Pledge Agreement,
the Mortgages, the Account Control Agreements, the Related Real Estate Documents, the Intercreditor
Agreement, the Borrowers’ Ex-Im Agreement, the Ex-Im Loan Documents and any other agreements,
instruments, and documents heretofore, executed and delivered, now or hereafter evidencing,
securing, guaranteeing or otherwise relating to the Obligations, the Collateral, or any other
aspect of the transactions contemplated by this Agreement, as the same may be amended, supplemented
or otherwise modified from time to time in accordance with the terms hereof and thereof.



     “Loans” means, collectively, all loans and advances provided for in Article 1.



     “Majority Lenders” means at any date of determination Lenders whose Pro Rata Shares
aggregate more than 50%; provided, however, that so long as the Pro Rata Share of
the Agent, in its capacity as a Lender, is more than 50%, “Majority Lenders” shall mean the Agent
and at least one other Lender.



     “Margin Stock” means “margin stock” as such term is defined in Regulation T, U or X of
the Federal Reserve Board.



     “Master Ex-Im Bank Guarantee” means an Export-Import Bank of the United States Working
Capital Guarantee Program Master Guarantee Agreement executed by Ex-Im Bank and the Agent
pertaining to the Ex-Im Bank Working Capital Guarantee Program.



     “Material Adverse Effect” means (a) a material adverse change in, or a material
adverse effect upon, the operations, business, properties, condition (financial or otherwise) or
prospects of the Borrowers and their Subsidiaries taken as a whole, (b) a material adverse change
in, or a material adverse effect upon the Collateral; (c) a material impairment of the ability of
the Borrowers to perform under any Loan Document to which it is a party; or (d) a material adverse
effect upon the legality, validity, binding effect or enforceability against any Borrower of any
Loan Document to which it is a party.



     “Maximum Inventory Loan Amount” means $50,000,000.



     “Maximum Revolver Amount” means $100,000,000, or such lesser amount as determined
pursuant to the provisions of Section 3.3, or such greater amount as determined pursuant to
the provisions of Section 1.5.



     “Moody’s” means Moody’s Investors Service, Inc., and its successors.



     “Mortgages” means each mortgage, deed of trust or deed to secure debt pursuant to
which a Borrower grants to the Agent, for the benefit of itself and the other Secured Parties,
Liens upon any Real Estate owned by such Borrower, as security for the Obligations.



     “Multi employer Plan” means a “multi employer plan” as defined in Section 4001(a)(3)
of ERISA.



     “Net Amount of Eligible Accounts” means, at any time, the gross amount of Eligible
Accounts less sales, excise or similar taxes, and less returns, discounts, claims, credits and



A-22









 




allowances accrued rebates, offsets, deductions, counterclaims, disputes and other defenses of
any nature at any time issued, owing, granted, outstanding, available or claimed.




     “Net Amount of Eligible Foreign Accounts” means, at any time, the gross amount of
Eligible Foreign Accounts less sales, excise or similar taxes, and less returns, discounts, claims,
credits and allowances accrued rebates, offsets, deductions, counterclaims, disputes and other
defenses of any nature at any time issued, owing, granted, outstanding, available or claimed.



     “Net Orderly Liquidation Value” means the appraised orderly liquidation value of
Eligible Inventory, net of all costs, fees and expenses of such liquidation as determined by an
appraiser acceptable to Agent in its sole discretion.



     “Net Proceeds” has the meaning specified in Section 3.4(b).



     “Non Ratable Loan” and “Non Ratable Loans” have the meanings specified in
Section 1.2(h).



     “Notice of Borrowing” has the meaning specified in Section 1.2(b).



     “Notice of Continuation/Conversion” has the meaning specified in Section
2.2(b).



     “Noticed Hedge” means Secured Bank Product Obligations arising under a Hedge
Agreement.



     “Obligations” means all present and future loans, advances, liabilities, obligations,
covenants, duties, and debts owing by any Borrower to the Agent and/or any Lender, arising under or
pursuant to this Agreement or any of the other Loan Documents, whether or not evidenced by any
note, or other instrument or document, whether arising from an extension of credit, opening of a
letter of credit, acceptance, loan, guaranty, indemnification or otherwise, whether direct or
indirect, absolute or contingent, due or to become due, primary or secondary, as principal or
guarantor, and including all principal, interest, charges, expenses, fees, attorneys’ fees, filing
fees and any other sums chargeable to the Borrowers hereunder or under any of the other Loan
Documents (including any interest, fees or expenses that accrue after the commencement of an
Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in
any such Insolvency Proceeding). “Obligations” also includes, without limitation, (a) all Letter
of Credit Obligations and (b) all Secured Bank Product Obligations.



     “Obligor” means any Borrower, and “Obligors” means the Borrowers, collectively.



     “Other Taxes” means any present or future stamp or documentary taxes or any other
excise or Property taxes, charges or similar levies which arise from any payment made hereunder or
from the execution, delivery or registration of, or otherwise with respect to, this Agreement or
any other Loan Documents.



     “Parent” has the meaning specified in the Preamble of the Agreement.



A-23









 





     “Participant” means any Person who shall have been granted the right by any Lender to
participate in the financing provided by such Lender under this Agreement, and who shall have
entered into a participation agreement in form and substance satisfactory to such Lender.



     “Patriot Act” means the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272
(2001).



     “Payment Account” means each bank account established pursuant to the Security
Agreement, to which the proceeds of Accounts and other Collateral are deposited or credited, and
which is maintained in the name of the Agent or any Borrower, as the Agent may determine, on terms
acceptable to the Agent.



     “PBGC” means the Pension Benefit Guaranty Corporation or any Governmental Authority
succeeding to the functions thereof.



     “Pending Revolving Loans” means, at any time, the aggregate principal amount of all
Revolving Loans requested in any Notice of Borrowing received by the Agent which have not yet been
advanced.



     “Pension Plan” means a “pension plan” as defined in Section 3(2) of ERISA which is
subject to Title IV of ERISA and which is not a Multi-employer Plan.



     “Permitted Acquisition” means the acquisition in a single transaction or series of
related transactions of the Property and assets or Capital Stock or a business unit of another
Person by any Borrower (including any such acquisition by merger to the extent no Change of Control
shall occur) so long as (a) such acquired assets are in a permitted line of business that complies
with Section 7.17 hereof and (b) such acquisition complies with the definition of
Restricted Investments.



     “Permitted Liens” means:




     (a) Liens for taxes not delinquent or statutory Liens for taxes in an amount not to
exceed $1,000,000 provided that the payment of such taxes which are due and payable
is being contested in good faith and by appropriate proceedings diligently pursued and as to
which adequate financial reserves have been established on a Borrower’s books and records
and a stay of enforcement of any such Lien is in effect;




     (b) the Agent’s Liens;




     (c) Liens consisting of deposits made in the ordinary course of business in connection
with, or to secure payment of, obligations under worker’s compensation, unemployment
insurance, social security and other similar laws, or to secure the performance of bids,
tenders or contracts (other than for the repayment of Debt) or to secure indemnity,
performance or other similar bonds for the performance of bids, tenders or contracts (other
than for the repayment of Debt) or to secure statutory obligations (other than liens in
excess of $1,000,000 arising under ERISA or



A-24









 







Environmental Liens) or surety or appeal bonds, or to secure indemnity, performance or
other similar bonds;




     (d) Liens securing the claims or demands of materialmen, mechanics, carriers,
warehousemen, landlords and other like Persons, provided that if any such Lien
arises from the nonpayment of such claims or demand when due, such claims or demands do not
exceed $1,000,000 in the aggregate;




     (e) Liens constituting encumbrances in the nature of reservations, exceptions,
encroachments, easements, rights of way, covenants running with the land, and other similar
title exceptions or encumbrances affecting any Real Estate; provided that they do
not in the aggregate materially detract from the value of the Real Estate or materially
interfere with its use in the ordinary conduct of any Borrower’s business;




     (f) Liens arising from judgments and attachments in connection with court proceedings
provided that the attachment or enforcement of such Liens would not result in an
Event of Default hereunder and such Liens are being contested in good faith by appropriate
proceedings, adequate reserves have been set aside and no material Property is subject to a
material risk of loss or forfeiture and the claims in respect of such Liens are fully
covered by insurance (subject to ordinary and customary deductibles) and a stay of execution
pending appeal or proceeding for review is in effect;




     (g) Liens permitted by Sections 7.13 or 7.19, provided that any
such Lien attaches substantially simultaneously with the incurrence of the related debt or
other obligation;




     (h) operating leases or subleases granted to others not interfering in any material
respect with the business of the Borrowers;




     (i) any interest of title of a lessor under, and Liens arising from UCC financing
statements (or equivalent filings, registrations or agreements in foreign jurisdictions)
relating to, leases permitted by this Agreement;




     (j) normal and customary rights of setoff upon deposits of cash in favor of banks or
other depository institutions;




     (k) Liens of a collecting bank arising under Section 4-210 of the UCC on items in the
course of collection;




     (l) Liens created or deemed to exist in connection with any consignment agreements
approved by the Agent and Liens arising from UCC financing statements (or equivalent
filings, registrations, or agreements in foreign jurisdictions) relating to such consignment
agreements to the extent permitted pursuant to Section 5(k) of the
Security Agreement; and




     (m) (i) Liens in effect on the Closing Date securing the Senior Secured Notes permitted
under Section 7.13(f) and (ii) Liens securing any Refinancing Indebtedness of



A-25









 






the Senior Secured Notes as and to the extent described in the definition of
Refinancing Indebtedness.



     “Person” means any individual, sole proprietorship, partnership, limited liability
company, joint venture, trust, unincorporated organization, association, corporation, Governmental
Authority, or any other entity.



     “Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA), which any
Borrower sponsors or maintains or to which any Borrower makes, is making, or is obligated to make
contributions and includes any Pension Plan.



     “Pledge Agreement” means the Pledge Agreement of even date herewith among the
Borrowers and Agent for the benefit of Agent and other Lenders.



     “Prime Rate” means, the rate of interest in effect for such day as publicly announced
from time to time by the Bank in Charlotte, North Carolina as its “prime rate” (the “prime rate”
being a rate set by the Bank based upon various factors including the Bank’s costs and desired
return, general economic conditions and other factors, and is used as a reference point for pricing
some loans, which may be priced at, above, or below such announced rate). Any change in the prime
rate announced by the Bank shall take effect at the opening of business on the day specified in the
public announcement of such change.



     “Property” means any interest in any kind of property or asset, whether real, personal
or mixed, or tangible or intangible.



     “Proposal Letter” means that certain proposal letter dated July 26, 2010 among Bank of
America, N.A., Banc of America Securities LLC and Unifi, Inc.



     “Proprietary Rights” means all of each Borrower’s now owned and hereafter arising or
acquired: licenses, franchises, permits, patents, patent rights, copyrights, works which are the
subject matter of copyrights, trademarks, service marks, trade names, trade styles, patent,
trademark and service mark applications, and all licenses and rights related to any of the
foregoing, including those patents, trademarks, service marks, trade names and copyrights set forth
on Schedule 6.12 hereto, and all other rights under any of the foregoing, all extensions,
renewals, reissues, divisions, continuations, and continuations in part of any of the foregoing,
and all rights to sue for past, present and future infringement of any of the foregoing.



     “Pro Rata Share” means, with respect to a Lender, a fraction (expressed as a
percentage), the numerator of which is the amount of such Lender’s Commitment and the denominator
of which is the sum of the amounts of all of the Lenders’ Commitments, or if no Commitments are
outstanding, a fraction (expressed as a percentage), the numerator of which is the amount of
Obligations owed to such Lender and the denominator of which is the aggregate amount of the
Obligations owed to the Lenders, in each case giving effect to a Lender’s participation in Ex-Im
Bank Revolving Loans, Non Ratable Loans and Agent Advances.



     “Quarterly Average Excess Availability” means, on any date of determination, the
average of Availability for each day of the immediately preceding calendar quarter ending prior to
such date, as calculated by the Agent (which shall be conclusive absent manifest error).



A-26









 





     “RCRA” means the Resource Conservation and Recovery Act (42 U.S.C. §§ 6991-6991i).



     “Real Estate” means all of each Borrower’s now or hereafter owned or leased estates in
real Property, including, without limitation, all fees, leaseholds and future interests, together
with all of each Borrower’s now or hereafter owned or leased interests in the improvements thereon,
the fixtures attached thereto and the easements appurtenant thereto.



     “Refinancing Indebtedness” means refinancing, renewals, exchanges or extensions of
Debt so long as: (a) it is in an aggregate principal amount that does not exceed the principal
amount of the Debt being refinanced, renewed, exchanged or extended (provided that, with
respect to a refinancing of the Senior Secured Notes, the permitted aggregate principal amount
shall be an amount up to $165,000,000); (b) it has a final maturity no sooner than, a weighted
average life no less than, and an interest rate no greater than, the Debt being refinanced,
renewed, exchanged or extended; (c) it is subordinated to the Obligations at least to the same
extent and on terms as favorable to the Lenders as the Debt being refinanced, renewed, exchanged or
extended; (d) the representations, covenants and defaults applicable to it are, taken as a whole,
no more onerous or restrictive in any material respect for the Borrowers than those applicable to
the Debt being refinanced, renewed, exchanged or extended; (e) no additional Lien is granted to
secure it; (f) no additional Person is obligated on such Debt; provided that, with respect
to the Senior Secured Notes Indenture and the Senior Secured Notes Security Agreement, an
additional Person may become obligated on such Debt so long as such Person becomes a Borrower, or
in the Agent’s discretion, a guarantor under this Agreement; (g) upon giving effect to it, no
Default or Event of Default exists; and (h) with respect to a refinancing of the Senior Secured
Notes, the holders of such Debt shall have entered into an intercreditor agreement with the Agent
on substantially similar terms as set forth in the Intercreditor Agreement.



     “Related Real Estate Documents” means, with respect to any Real Estate subject to a
Mortgage, the following, in form and substance satisfactory to the Agent and received by the Agent
for review at least 15 days prior to the effective date of the Mortgage: (a) a mortgagee title
policy (or binder therefor) covering the Agent’s interest under the Mortgage, in a form and amount
and by an insurer acceptable to the Agent, which must be fully paid on such effective date; (b)
such assignments of leases, estoppel letters, attornment agreements, consents, waivers and releases
as the Agent may require with respect to other Persons having an interest in the Real Estate; (c) a
current, as-built survey of the Real Estate, containing a metes-and-bounds property description and
flood plain certification, and certified by a licensed surveyor acceptable to the Agent; (d) flood
insurance in an amount, with endorsements and by an insurer acceptable to the Agent, if the Real
Estate is within a flood plain; (e) an environmental assessment, prepared by environmental
engineers acceptable to the Agent, and accompanied by such reports, certificates, studies or data
as the Agent may reasonably require, which shall all be in form and substance satisfactory to the
Majority Lenders; and (f) such documents, instruments or agreements as the Agent may reasonably
require with respect to any environmental risks regarding the Real Estate.



     “Release” means a release, spill, emission, leaking, pumping, injection, deposit,
disposal, discharge, dispersal, leaching or migration of a Contaminant into the indoor or outdoor
environment or into or out of any Real Estate or other Property, including the movement of



A-27









 




Contaminants through or in the air, soil, surface water, groundwater or Real Estate or other
Property.




     “Required Lenders” means at any time Lenders whose Pro Rata Shares aggregate more than
66 2/3%; provided, however, that so long as the Pro Rata Share of the Agent, in its
capacity as a Lender, is more than 66 2/3%, “Required Lenders” shall mean the Agent and at least
one other Lender.



     “Requirement of Law” means, as to any Person, any law (statutory or common), treaty,
rule or regulation or determination of an arbitrator or of a Governmental Authority, in each case
applicable to or binding upon the Person or any of its Property or to which the Person or any of
its Property is subject.



     “Reserves” means reserves that limit the availability of credit hereunder, consisting
of reserves against Availability, Eligible Accounts or Eligible Inventory, established by Agent
from time to time in Agent’s reasonable credit judgment. Without limiting the generality of the
foregoing, the following reserves shall be deemed to be a reasonable exercise of Agent’s credit
judgment: (a) Bank Product Reserves, (b) a reserve for accrued, unpaid interest on the Obligations,
(c) reserves for rent, not to exceed three (3) months, at leased locations subject to statutory or
contractual landlord liens, (d) Inventory shrinkage, (e) customs charges, (f) dilution, (g)
warehousemen’s or bailees’ charges, (h) reserves of up to ten percent (10%) of the amount of Ex-Im
Bank Revolving Loans and (i) reserves for insurance deductibles.



     “Responsible Officer” means the chief executive officer, the president or vice
president of any Borrower, or any other officer having substantially the same authority and
responsibility; or, with respect to compliance with financial covenants and the preparation of the
Borrowing Base Certificate, the chief financial officer or the treasurer of any Borrower, or any
other officer having substantially the same authority and responsibility, and, for purposes of
execution and delivery of the monthly management reports and the quarterly financial statements,
the Borrowing Base Certificate and other collateral reports and certificates, and Notices of
Borrowing, the Director of Credit, the Finance Director or the Director of Financial Planning, but
only so long as each such Director is fully covered under the Borrowers’ D&O insurance policies to
the same extent as the other senior financial officers of the Borrowers.



     “Restricted Investment” means, as to the Borrowers, any acquisition of Property by any
Borrower in exchange for cash or other Property, whether in the form of an acquisition of stock,
debt, or other indebtedness or obligation, or the purchase or acquisition of any other Property, or
a loan, advance, capital contribution, or subscription, except the following: (a) Capital
Expenditures to acquire buildings, fixtures, equipment, machinery and other similar physical assets
in the ordinary course of business to be used in the business of any Borrower; (b) acquisitions of
Inventory in the ordinary course of business of the Borrowers; (c) acquisitions of current assets
acquired in the ordinary course of business of the Borrowers; (d) direct obligations of the United
States of America, or any agency thereof, or obligations guaranteed by the United States of
America, provided that such obligations mature within one year from the date of acquisition
thereof; (e) acquisitions of certificates of deposit maturing within one year from the date of
acquisition, bankers’ acceptances, Eurodollar bank deposits, or overnight bank deposits, in each
case issued by, created by, or with a bank or trust company organized under the laws of



A-28









 




the United States of America or any state thereof having capital and surplus aggregating at
least $100,000,000; (f) acquisitions of commercial paper given a rating of “A2” or better by S&P or
“P2” or better by Moody’s and maturing not more than 90 days from the date of creation thereof; (g)
Hedge Agreements; (h) non-cash investments (so long as the non-cash items paid, contributed or
exchanged in connection with such investments do not constitute Collateral); (i) loans or other
investments by a Borrower to or in another Borrower to the extent such loan or investment is
permitted pursuant to Section 7.13(g); and (j)(i) cash investments in joint ventures and
Permitted Acquisitions and (ii) loans or other investments by a Borrower to or in a Subsidiary
(other than a Borrower) (provided that any such loans by a Borrower to a Subsidiary (other
than a Borrower) must comply with Section 7.15(e)), but with respect to each of clauses (i)
and (ii), only so long as no Default or Event of Default exists prior to or immediately after the
making of any such investment and either (A) pro forma Thirty Day Average Excess Availability
immediately prior to the making of such investment is at least equal to 27.5% of the Maximum
Revolver Amount and Availability on the date thereof, both before and after giving effect to any
such investment, is at least equal to 27.5% of the Maximum Revolver Amount or (B) the Specified
Threshold Test is met. For purposes of clause (j) of this definition, “pro forma” in reference to
the Fixed Charge Coverage Ratio as used in the Specified Threshold Test shall mean that compliance
with such financial covenant test referred to in this clause (j) shall be determined on the basis
of the financial statements and related numbers for the four consecutive fiscal quarters ending
with the fiscal quarter immediately preceding the date on which any such loan or investment is to
be made and giving effect to the making of such loan or investment as if it were made on the first
day of the four consecutive fiscal quarters ending with such fiscal quarter. In addition, for
purposes of this clause (j), “pro forma” in reference to the Thirty Day Average Excess Availability
test referred to above, shall mean that compliance with the Thirty Day Average Excess Availability
test shall be determined giving effect to the making of such loan or investment as if it occurred
on the first day of such thirty (30) day period.




     “Revolving Loan Note” has the meaning specified in Section 1.2.



     “Revolving Loans” has the meaning specified in Section 1.2 and includes each
Ex-Im Bank Revolving Loan, Agent Advance and Non Ratable Loan.



     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., and its successors.



     “Secured Bank Product Obligations” means Bank Product Debt owing to a Secured Bank
Product Provider, up to the maximum amount (in the case of any Secured Bank Product Provider other
than Bank and its Affiliates) specified by such provider in writing to the Agent, which amount may
be established or increased (by further written notice to the Agent from time to time) as long as
no Default or Event of Default exists and establishment of a Bank Product Reserve for such amount
and all other Secured Bank Product Obligations would not result in the aggregate Revolving Loans
exceeding Availability.



     “Secured Bank Product Provider” means (a) Bank or any of its Affiliates; and (b) any
Lender or Affiliate of a Lender that is providing a Bank Product, provided the provider delivers
written notice to the Agent, in form and substance satisfactory to Agent, by the later of the First
Amendment Closing Date or ten (10) Business Days following creation of the Bank Product, (i)



A-29









 




describing the Bank Product and setting forth the maximum amount to be secured by the
Collateral and the methodology to be used in calculating such amount, and (ii) agreeing to be bound
by Section 12.21.




     “Secured Parties” means the Agent, the Bank, the Letter of Credit Issuer, the Lenders
and the Secured Bank Product Providers.



     “Security Agreement” means the Amended and Restated Security Agreement of even date
herewith among the Borrowers and Agent for the benefit of the Agent and the other Secured Parties.



     “Senior Secured Notes” means the 11.5% Senior Secured Notes due 2014 issued by the
Parent pursuant to the Senior Secured Notes Indenture.



     “Senior Secured Notes Collateral Agent” means U.S. Bank National Association.



     “Senior Secured Notes Indenture” means the Indenture, dated as of May 26, 2006, among
the Parent, as issuer, and the Senior Secured Notes Trustee.



     “Senior Secured Notes Security Agreement” means the Security Agreement, dated as of
May 26, 2006, among the Parent, the Borrowers, the Senior Secured Notes Trustee and the Collateral
Agent.



     “Senior Secured Notes Trustee” means U.S. Bank National Association.



     “Settlement” and “Settlement Date” have the meanings specified in Section
12.15(a)(ii).



     “Software” means all “software” as such term is defined in the UCC, now owned or
hereafter acquired by any Borrower, other than software embedded in any category of Goods,
including all computer programs and all supporting information provided in connection with a
transaction related to any program.



     “Solvent” means, when used with respect to any Person, that at the time of
determination:




     (a) the assets of such Person, at a fair valuation, are in excess of the total amount
of its debts (including contingent liabilities); and




     (b) the present fair saleable value of its assets is greater than its probable
liability on its existing debts as such debts become absolute and matured; and




     (c) it is then able and expects to be able to pay its debts (including contingent debts
and other commitments) as they mature; and




     (d) it has capital sufficient to carry on its business as conducted and as proposed to
be conducted.



     For purposes of determining whether a Person is Solvent, the amount of any contingent
liability shall be computed as the amount that, in light of all the facts and circumstances
existing



A-30









 




at such time, represents the amount that can reasonably be expected to become an actual or
matured liability.




     “Specified Event” means, as applicable, (a) the incurrence of secured Debt in
connection with a Permitted Acquisition as provided in Section 7.13(h), (b) certain
investments in a joint venture, a Permitted Acquisition or a Subsidiary as provided in the
definition of Restricted Investments, (c) the making of certain Distributions as described in
Section 7.10 or (d) certain repurchases of the Senior Secured Notes as provided in
Section 7.14.



     “Specified Threshold Test” means, in the case of any Specified Event, the following
conditions shall be met: (a) pro forma Thirty Day Average Excess Availability immediately prior to
such Specified Event is at least equal to 20% of the Maximum Revolver Amount and Availability on
the date thereof, both before and after giving effect to such Specified Event, is at least equal to
20% of the Maximum Revolver Amount and (b) the pro forma consolidated Fixed Charge Coverage Ratio
is at least 1.10 to 1.00.



     “Stated Termination Date” means September 9, 2015; provided that unless the
Senior Secured Notes have been prepaid, redeemed, defeased or otherwise repaid in full pursuant to
a transaction permitted hereunder on or before February 15, 2014, then the Stated Termination Date
shall automatically be adjusted to February 15, 2014.



     “Subsidiary” of a Person means any corporation, association, partnership, limited
liability company, joint venture or other business entity of which more than fifty percent (50%) of
the voting stock or other equity interests (in the case of Persons other than corporations), is
owned or controlled directly or indirectly by the Person, or one or more of the Subsidiaries of the
Person, or a combination thereof. Unless the context otherwise clearly requires, references herein
to a “Subsidiary” refer to a Subsidiary of the Parent.



     “Supporting Obligations” means all supporting obligations as such term is defined in
the UCC, including letters of credit and guaranties issued in support of Accounts, Chattel Paper,
Documents, General Intangibles, Instruments, or Investment Property.



     “Synthetic Lease” means a lease treated as an operating lease under GAAP and as a loan
or financing for United States income tax purposes and pursuant to which the lessee retains the
economic risk with respect to the value of the residual interest in the leased Property.



     “Taxes” means any and all present or future taxes, levies, imposts, duties,
deductions, withholdings (including backup withholding), assessments, fees or other charges imposed
by any Governmental Authority, including any interest, additions to tax or penalties applicable
thereto.



     “Termination Date” means the earliest to occur of (i) the Stated Termination Date,
(ii) the date the Total Facility is terminated either by the Borrowers pursuant to Section
3.2 or by the Required Lenders pursuant to Section 9.2, and (iii) the date this
Agreement is otherwise terminated for any reason whatsoever pursuant to the terms of this
Agreement.



     “Thirty Day Average Excess Availability” means, on any date of determination, the
average of Availability for each day of the immediately preceding consecutive thirty (30) day



A-31









 




period ending prior to such date, as calculated by the Agent (which shall be conclusive absent
manifest error).




     “Total Facility” has the meaning specified in Section 1.1 adjusted for
permanent reductions pursuant to Section 3.2.



     “UCC” means the Uniform Commercial Code, as in effect from time to time, of the State
of New York or of any other state the laws of which are required as a result thereof to be applied
in connection with the issue of perfection of security interests; provided, that to the
extent that the UCC is used to define any term herein or in any other documents and such term is
defined differently in different Articles or Divisions of the UCC, the definition of such term
contained in Article or Division 9 shall govern.



     “Unused Letter of Credit Subfacility” means an amount equal to $20,000,000
minus the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit
plus, without duplication, (b) the aggregate unpaid reimbursement obligations with respect
to all Letters of Credit.



     “Unused Line Fee” has the meaning specified in Section 2.5.



     “Unused Line Fee Percentage” means, for any date of calculation, a per annum rate
equal to (a) 0.50%, if the average daily balance of Revolving Loans and stated amount of Letters of
Credit was less than 50% of the Maximum Revolver Amount during the preceding calendar month, or (b)
0.375%, if such average daily balance was 50% or more of the Maximum Revolver Amount during the
preceding calendar month.



     “Voting Stock” means, with respect to any Person, Capital Stock issued by such Person
the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the
election of directors (or persons performing similar functions) of such Person, even though the
right so to vote has been suspended by the happening of such a contingency.




A-32











 





EXHIBIT A




FORM OF REVOLVING LOAN NOTE



____________, 20___




          FOR
VALUE RECEIVED, UNIFI, INC., a New York corporation (the
“Parent”) and the subsidiaries of
the Parent listed on the signature pages hereto, (the Parent and each such subsidiary is
individually hereinafter referred to as a “Borrower” and the Parent together with all such
subsidiaries are hereinafter collectively referred to as the
“Borrowers”) hereby promise to pay to
__________________________,
its successors and assigns (the “Lender”), at the offices of Bank of
America, N. A., as administrative agent (the “Agent”), at 101 S. Tryon Street, NC1-002-15-34,
Charlotte, NC 28255 (or at such other place or places as the holder hereof may designate), at the
times set forth in the Amended and Restated Credit Agreement dated as of May 26, 2006 among the
Borrowers, the Lenders, and the Agent (as it may be as amended, modified, restated or supplemented
from time to time, the “Credit Agreement”; all capitalized terms not otherwise defined herein shall
have the meanings set forth in the Credit Agreement), but in no event later than the Termination
Date, in Dollars and in immediately available funds, the aggregate unpaid principal amount of all
Revolving Loans made by the Lender to the Borrowers pursuant to the Credit Agreement, and to pay
interest from the date hereof on the unpaid principal amount hereof, in like money, at said office,
on the dates and at the rates selected in accordance with Section 2.1(a) of the Credit Agreement.




          Upon the occurrence and during the continuance of an Event of Default under Section 9.1(a) of
the Credit Agreement, the balance outstanding hereunder shall bear interest as provided in Section
2.1(b) of the Credit Agreement. Further, in the event the payment of all sums due hereunder is
accelerated under the terms of the Credit Agreement, this Note, and all other indebtedness of the
Borrowers to the Lender shall become immediately due and payable, without presentment, demand,
protest or notice of any kind, all of which are hereby waived by the Borrowers.




          In the event this Note is not paid when due at any stated or accelerated maturity, the
Borrowers agree to pay, in addition to the principal and interest, all costs of collection,
including reasonable attorneys’ fees.




          This Note shall be governed by and construed in accordance with the laws of the State of New
York.




A-1









 





     IN WITNESS WHEREOF, the parties have entered into this Agreement on the date first above
written.



	 	 	 	 	 	 	 

	 	 	UNIFI, INC., a New York corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	UNIFI MANUFACTURING, INC.,	 	 
	 	 	a North Carolina corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	UNIFI TEXTURED POLYESTER, LLC,	 	 
	 	 	a North Carolina limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	UNIMATRIX AMERICAS, LLC,	 	 
	 	 	a North Carolina limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	UNIFI SALES & DISTRIBUTION, INC.,	 	 
	 	 	a North Carolina corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






[Signature Pages Continue]




A-2









 





	 	 	 	 	 	 	 

	 	 	SPANCO INTERNATIONAL, INC.,	 	 
	 	 	a North Carolina corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	UNIFI EQUIPMENT LEASING, LLC,	 	 
	 	 	a North Carolina limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






A-3









 





EXHIBIT B




FORM OF BORROWING BASE CERTIFICATE


See attached.




B-1









 





EXHIBIT C




FINANCIAL STATEMENTS


On file with Agent.




C-1









 





EXHIBIT D




FORM OF NOTICE OF BORROWING


Date: ______________, 20__





			
	To:	 	Bank of America, N.A. as Agent for the Lenders who are parties to the Amended and Restated
Credit Agreement dated as of May 26, 2006 (as extended, renewed, amended or restated from time to
time, the “Credit Agreement”) among Unifi, Inc., certain of the Domestic Subsidiaries of Unifi,
Inc., certain Lenders which are signatories thereto and Bank of America, N.A., as Agent




Ladies and Gentlemen:




     The
undersigned, Unifi, Inc. (the “Parent”), refers to the Credit Agreement, the terms defined
therein being used herein as therein defined, and hereby gives you notice irrevocably of the
Borrowing specified below:




	 	1.	 	The Business Day of the proposed Borrowing is _____, 20_ .
	 
	 	2.	 	The aggregate amount of the proposed Borrowing is $_____.
	 
	 	3.	 	The Borrowing is to be comprised of $_____ of Base Rate and $_____ of LIBOR Rate Loans.
	 
	 	4.	 	The duration of the Interest Period for the LIBOR Rate Loans, if any, included in the
Borrowing shall be _____ days.





     The undersigned hereby certifies that the following statements are true on the date hereof,
and will be true on the date of the proposed Borrowing, before and after giving effect thereto and
to the application of the proceeds therefrom:




     (a) The representations and warranties of the Borrowers contained in the Credit Agreement are
true and correct as though made on and as of such date;




     (b) No Default or Event of Default has occurred and is continuing, or would result from such
proposed Borrowing; and




     (c) The proposed Borrowing will not cause the aggregate principal amount of all outstanding
Revolving Loans plus the aggregate amount available for drawing under all outstanding Letters of
Credit, to exceed the Borrowing Base or the combined Commitments of the Lenders.



	 	 	 	 	 	 	 

	 	 	UNIFI, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






D-1









 





EXHIBIT D-1




FORM OF NOTICE OF BORROWING FOR EX-IM BANK REVOLVING LOANS

(BORROWING BASE CERTIFICATE)


On file with Agent.




D-1-1




 









 





EXHIBIT E




FORM OF NOTICE OF CONTINUATION/CONVERSION


Date: ________________, 20__





			
	To:	 	Bank of America, N.A. as Agent for the Lenders to the Amended and Restated Credit Agreement
dated as of May 26, 2006 (as extended, renewed, amended or restated from time to time, the “Credit
Agreement”) among Unifi, Inc., certain of the Domestic Subsidiaries of Unifi, Inc., certain Lenders
which are signatories thereto and Bank of America, N.A., as Agent




Ladies and Gentlemen:




     The
undersigned, Unifi, Inc. (the “Parent”), refers to the Credit Agreement, the terms defined
therein being used herein as therein defined, and hereby gives you notice irrevocably of the
[conversion] [continuation] of the Loans specified herein, that:




	 	1.	 	The Continuation/Conversion Date is _________________, 20___ .
	 
	 	2.	 	The aggregate amount of the Loans to be [converted] [continued] is $_____.
	 
	 	3.	 	The Loans are to be [converted into] [continued as] [LIBOR Rate] [Base Rate] Loans.
	 
	 	4.	 	The duration of the Interest Period for the LIBOR Rate Loans included in the [conversion]
[continuation] shall be _____ days.





     The undersigned hereby certifies that the following statements are true on the date hereof,
and will be true on the proposed Continuation/Conversion Date, before and after giving effect
thereto and to the application of the proceeds therefrom:




     (a) The representations and warranties of the Borrowers contained in the Credit Agreement are
true and correct as though made on and as of such date;




     (b) Default or Event of Default has occurred and is continuing, or would result from such
proposed [conversion] [continuation]; and




     (c) The proposed conversion-continuation will not cause the aggregate principal amount of all
outstanding Revolving Loans plus the aggregate amount available for drawing under all outstanding
Letters of Credit to exceed the Borrowing Base or the combined Commitments of the Lenders.



	 	 	 	 	 	 	 

	 	 	UNIFI, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






E-1









 





EXHIBIT F




FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT



     This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this “Assignment and Acceptance”) dated as of
____________________, 20__ is made between ______________________________ (the “Assignor”) and
__________________________ (the “Assignee”).



RECITALS




     WHEREAS, the Assignor is party to that certain Amended and Restated Credit Agreement dated as
of May 26, 2006 (as amended, amended and restated, modified, supplemented or renewed, the
“Credit Agreement”) among Unifi, Inc., a New York corporation (the “Parent”),
certain of the Domestic Subsidiaries of the Parent as additional Borrowers, the several financial
institutions from time to time party thereto (including the Assignor, the “Lenders”), and
Bank of America, N. A., as agent for the Lenders (the “Agent”). Any terms defined in the
Credit Agreement and not defined in this Assignment and Acceptance are used herein as defined in
the Credit Agreement;



     WHEREAS, as provided under the Credit Agreement, the Assignor has committed to making Loans
(the “Committed Loans”) to the Borrowers in an aggregate amount not to exceed $__________
(the “Commitment”);



     WHEREAS, the Assignor has made Committed Loans in the aggregate principal amount of
$__________ to the Borrowers



     WHEREAS, [the Assignor has acquired a participation in its pro rata share of the Lenders’
liabilities under Letters of Credit in an aggregate principal amount of $____________ (the “L/C
Obligations”)] [no Letters of Credit are outstanding under the Credit Agreement]; and



     WHEREAS, the Assignor wishes to assign to the Assignee [part of the] [all] rights and
obligations of the Assignor under the Credit Agreement in respect of its Commitment, together with
a corresponding portion of each of its outstanding Committed Loans and L/C Obligations, in an
amount equal to $__________ (the “Assigned Amount”) on the terms and subject to the
conditions set forth herein and the Assignee wishes to accept assignment of such rights and to
assume such obligations from the Assignor on such terms and subject to such conditions;



     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein,
the parties hereto agree as follows:




	 	1.	 	Assignment and Acceptance.






     (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor
hereby sells, transfers and assigns to the Assignee, and (ii) the Assignee hereby purchases,
assumes and undertakes from the Assignor, without recourse and without representation or warranty
(except as provided in this Assignment and Acceptance) __% (the “Assignee’s Percentage
Share”) of (A) the Commitment, the



F-1









 







Committed Loans and the L/C Obligations of the Assignor and (B) all related rights, benefits,
obligations, liabilities and indemnities of the Assignor under and in connection with the Credit
Agreement and the Loan Documents.




     (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee
shall be a party to the Credit Agreement and succeed to all of the rights and be obligated to
perform all of the obligations of a Lender under the Credit Agreement, including the requirements
concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal
to the Assigned Amount. The Assignee agrees that it will perform in accordance with their terms all
of the obligations which by the terms of the Credit Agreement are required to be performed by it as
a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of
the Effective Date, be reduced by an amount equal to the Assigned Amount and the Assignor shall
relinquish its rights and be released from its obligations under the Credit Agreement to the extent
such obligations have been assumed by the Assignee; provided, however, the Assignor shall not
relinquish its rights under Sections __ and __ of the Credit Agreement to the extent such rights
relate to the time prior to the Effective Date.




     (c) After giving effect to the assignment and assumption set forth herein, on the Effective
Date the Assignee’s Commitment will be $__________.




     (d) After giving effect to the assignment and assumption set forth herein, on the Effective
Date the Assignor’s Commitment will be $__________.




	 	2.	 	Payments.






     (a) As consideration for the sale, assignment and transfer contemplated in Section 1 hereof,
the Assignee shall pay to the Assignor on the Effective Date in immediately available funds an
amount equal to $__________, representing the Assignee’s Pro Rata Share of the principal amount of
all Committed Loans.




     (b) The Assignee further agrees to pay to the Agent a processing fee in the amount specified
in Section 11.2(a) of the Credit Agreement.




	 	3.	 	Reallocation of Payments.





     Any interest, fees and other payments accrued to the Effective Date with respect to the
Commitment, and Committed Loans and L/C Obligations shall be for the account of the Assignor. Any
interest, fees and other payments accrued on and after the Effective Date with respect to the
Assigned Amount shall be for the account of the Assignee. Each of the Assignor and the Assignee
agrees that it will hold in trust for the other party any interest, fees and other amounts which it
may receive to which the other party is entitled pursuant to the preceding sentence and pay to the
other party any such amounts which it may receive promptly upon receipt.



F-2









 






	 	4.	 	Independent Credit Decision.





     The Assignee (a) acknowledges that it has received a copy of the Credit Agreement and the
Schedules and Exhibits thereto, together with copies of the most recent financial statements of the
Borrowers, and such other documents and information as it has deemed appropriate to make its own
credit and legal analysis and decision to enter into this Assignment and Acceptance; and (b) agrees
that it will, independently and without reliance upon the Assignor, the Agent or any other Lender
and based on such documents and information as it shall deem appropriate at the time, continue to
make its own credit and legal decisions in taking or not taking action under the Credit Agreement.




	 	5.	 	Effective Date; Notices.






     (a) As between the Assignor and the Assignee, the effective date for this Assignment and
Acceptance shall be ______________, 20__ (the “Effective Date”); provided that the
following conditions precedent have been satisfied on or before the Effective Date:




     (i) this Assignment and Acceptance shall be executed and delivered by the Assignor and the
Assignee;




     [(ii) the consent of the Agent required for an effective assignment of the Assigned Amount by
the Assignor to the Assignee shall have been duly obtained and shall be in full force and effect as
of the Effective Date;]




     (iii) the Assignee shall pay to the Assignor all amounts due to the Assignor under this
Assignment and Acceptance;




     [(iv) the Assignee shall have complied with Section 11.2 of the Credit Agreement (if
applicable);]




     (v) the processing fee referred to in Section 2(b) hereof and in Section 11.2(a) of the Credit
Agreement shall have been paid to the Agent; and




     (b) Promptly following the execution of this Assignment and Acceptance, the Assignor shall
deliver to the Borrowers and the Agent for acknowledgment by the Agent, a Notice of Assignment in
the form attached hereto as Schedule 1.




	 	6.	 	[Agent. [INCLUDE ONLY IF ASSIGNOR IS AGENT]






     (a) The Assignee hereby appoints and authorizes the Assignor to take such action as agent on
its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agent by
the Lenders pursuant to the terms of the Credit Agreement.




     (b) The Assignee shall assume no duties or obligations held by the Assignor in its capacity as
Agent under the Credit Agreement.



F-3









 






	 	7.	 	Withholding Tax.





     The Assignee (a) represents and warrants to the Lender, the Agent and the Borrowers that under
applicable law and treaties no tax will be required to be withheld by the Lender with respect to
any payments to be made to the Assignee hereunder, (b) agrees to furnish (if it is organized under
the laws of any jurisdiction other than the United States or any State thereof) to the Agent and
the Borrowers prior to the time that the Agent or Borrowers are required to make any payment of
principal, interest or fees hereunder, duplicate executed originals of either U.S. Internal Revenue
Service Form W-8ECI or U.S. Internal Revenue Service Form W-8BEN (wherein the Assignee claims
entitlement to the benefits of a tax treaty that provides for a complete exemption from U.S.
federal income withholding tax on all payments hereunder) and agrees to provide new Forms W-8ECI or
W-8BEN upon the expiration of any previously delivered form or comparable statements in accordance
with applicable U.S. law and regulations and amendments thereto, duly executed and completed by the
Assignee, and (c) agrees to comply with all applicable U.S. laws and regulations with regard to
such withholding tax exemption.




	 	8.	 	Representations and Warranties.






     (a) The Assignor represents and warrants that (i) it is the legal and beneficial owner of the
interest being assigned by it hereunder and that such interest is free and clear of any Lien or
other adverse claim; (ii) it is duly organized and existing and it has the full power and authority
to take, and has taken, all action necessary to execute and deliver this Assignment and Acceptance
and any other documents required or permitted to be executed or delivered by it in connection with
this Assignment and Acceptance and to fulfill its obligations hereunder; (iii) no notices to, or
consents, authorizations or approvals of, any Person are required (other than any already given or
obtained) for its due execution, delivery and performance of this Assignment and Acceptance, and
apart from any agreements or undertakings or filings required by the Credit Agreement, no further
action by, or notice to, or filing with, any Person is required of it for such execution, delivery
or performance; and (iv) this Assignment and Acceptance has been duly executed and delivered by it
and constitutes the legal, valid and binding obligation of the Assignor, enforceable against the
Assignor in accordance with the terms hereof, subject, as to enforcement, to bankruptcy,
insolvency, moratorium, reorganization and other laws of general application relating to or
affecting creditors’ rights and to general equitable principles.




     (b) The Assignor makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in connection with the Credit
Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Credit Agreement or any other instrument or document furnished pursuant thereto. The
Assignor makes no representation or warranty in connection with, and assumes no responsibility with
respect to, the solvency, financial condition or statements of the Borrowers, or the performance or
observance by the Borrowers, of any of its respective obligations under the Credit Agreement or any
other instrument or document furnished in connection therewith.



F-4









 






     (c) The Assignee represents and warrants that (i) it is duly organized and existing and it has
full power and authority to take, and has taken, all action necessary to execute and deliver this
Assignment and Acceptance and any other documents required or permitted to be executed or delivered
by it in connection with this Assignment and Acceptance, and to fulfill its obligations hereunder;
(ii) no notices to, or consents, authorizations or approvals of, any Person are required (other
than any already given or obtained) for its due execution, delivery and performance of this
Assignment and Acceptance; and apart from any agreements or undertakings or filings required by the
Credit Agreement, no further action by, or notice to, or filing with, any Person is required of it
for such execution, delivery or performance; (iii) this Assignment and Acceptance has been duly
executed and delivered by it and constitutes the legal, valid and binding obligation of the
Assignee, enforceable against the Assignee in accordance with the terms hereof, subject, as to
enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of general
application relating to or affecting creditors’ rights and to general equitable principles; [and
(iv) it is an Eligible Assignee.]




	 	9.	 	Further Assurances.





     The Assignor and the Assignee each hereby agree to execute and deliver such other instruments,
and take such other action, as either party may reasonably request in connection with the
transactions contemplated by this Assignment and Acceptance, including the delivery of any notices
or other documents or instruments to the Borrowers or the Agent, which may be required in
connection with the assignment and assumption contemplated hereby.




	 	10.	 	Miscellaneous.






     (a) Any amendment or waiver of any provision of this Assignment and Acceptance shall be in
writing and signed by the parties hereto. No failure or delay by either party hereto in exercising
any right, power or privilege hereunder shall operate as a waiver thereof and any waiver of any
breach of the provisions of this Assignment and Acceptance shall be without prejudice to any rights
with respect to any other or further breach thereof.




     (b) All payments made hereunder shall be made without any set-off or counterclaim.




     (c) The Assignor and the Assignee shall each pay its own costs and expenses incurred in
connection with the negotiation, preparation, execution and performance of this Assignment and
Acceptance.




     (d) This Assignment and Acceptance may be executed in any number of counterparts and all of
such counterparts taken together shall be deemed to constitute one and the same instrument.




     (e) THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAW OF THE STATE OF NEW YORK. The Assignor and the Assignee each irrevocably submits to the
non-exclusive jurisdiction of any State or Federal court sitting in New York over any suit,



F-5









 







action or proceeding arising out of or relating to this Assignment and Acceptance and irrevocably
agrees that all claims in respect of such action or proceeding may be heard and determined in such
New York State or Federal court. Each party to this Assignment and Acceptance hereby irrevocably
waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the
maintenance of such action or proceeding.




     (f) THE ASSIGNOR AND THE ASSIGNEE EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING
OUT OF, UNDER, OR IN CONNECTION WITH THIS ASSIGNMENT AND ACCEPTANCE, THE CREDIT AGREEMENT, ANY
RELATED DOCUMENTS AND AGREEMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALING, OR STATEMENTS
(WHETHER ORAL OR WRITTEN).



     IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Assignment and Acceptance
to be executed and delivered by their duly authorized officers as of the date first above written.



	 	 	 	 	 

	 	 	[ASSIGNOR]
	 

	 	By:	 	 
	 

	 	Title:	 	 
	 

	 	Address:	 	 
	 
	 	 	 	 
	 	 	[ASSIGNEE]
	 

	 	By:	 	 
	 

	 	Title:	 	 
	 

	 	Address:	 	 






F-6









 





SCHEDULE 1

to

ASSIGNMENT AND ACCEPTANCE




NOTICE OF ASSIGNMENT AND ACCEPTANCE



_______________, 20__




Bank of America, N.A.

______________________

______________________

Attn:



Re: [Name and Address of Borrowers]



Ladies and Gentlemen:




     We refer to the Amended and Restated Credit Agreement dated as of May 26, 2006 (as amended,
amended and restated, modified, supplemented or renewed from time to time the “Credit
Agreement”) among Unifi, Inc. (the “Parent”), certain of the Domestic Subsidiaries of
the Parent, as additional Borrowers, the Lenders referred to therein and Bank of America, N. A., as
agent for the Lenders (the “Agent”). Terms defined in the Credit Agreement are used herein
as therein defined.



     1. We hereby give you notice of, and request your consent to, the assignment
by __________________ (the “Assignor”) to _______________ (the “Assignee”) of _____%
of the right, title and interest of the Assignor in and to the Credit Agreement (including the
right, title and interest of the Assignor in and to the Commitments of the Assignor, all
outstanding Loans made by the Assignor and the Assignor’s participation in the Letters of Credit
pursuant to the Assignment and Acceptance Agreement attached hereto (the “Assignment and
Acceptance”). We understand and agree that the Assignor’s Commitment, as of , 20_ , is $
___________, the aggregate amount of its outstanding Loans is $_____________, and its participation
in L/C Obligations is $_____________.



     2. The Assignee agrees that, upon receiving the consent of the Agent and, if applicable, the
Borrowers to such assignment, the Assignee will be bound by the terms of the Credit Agreement as
fully and to the same extent as if the Assignee were the Lender originally holding such interest in
the Credit Agreement.



     3. The following administrative details apply to the Assignee:



F-7









 





	 	 	 	 	 	 	 

	 	 	(A)	 	Notice Address:
	 	 	 	 	Assignee name:
	 

	 	 	 	Address:	 	 
	 

	 	 	 	Attention:	 	 
	 

	 	 	 	Telephone:
	 	(___)
	 

	 	 	 	Telecopier:
	 	(___)
	 
	 	 	 	 	 	 
	 	 	(B)	 	Payment Instructions:
	 	 	 	 	Account No.:
	 

	 	 	 	At:	 	 
	 

	 	 	 	Reference:	 	 
	 

	 	 	 	Attention:	 	 






     4.   You are entitled to rely upon the representations, warranties and covenants of each of the
Assignor and Assignee contained in the Assignment and Acceptance.



     IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Notice of Assignment and
Acceptance to be executed by their respective duly authorized officials, officers or agents as of
the date first above mentioned.



	 	 	 	 	 	 	 

	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	[NAME OF ASSIGNOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	[NAME OF ASSIGNEE]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






	 	 	 	 	 

	ACKNOWLEDGED AND ASSIGNMENT	 	 
	CONSENTED TO:	 	 
	 
	 	 	 	 
	Bank of America, N. A.	 	 
	as Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 






F-8









 





EXHIBIT G




FORM OF JOINDER AGREEMENT



     THIS JOINDER AGREEMENT (the “Agreement”), dated as of _______________, 20__, is by and
among , a (the “Applicant Borrower”), UNIFI, INC., a New York corporation and BANK OF
AMERICA, N.A., in its capacity as Agent under that certain Amended and Restated Credit Agreement
(as amended and modified, the “Credit Agreement”) dated as of May 26, 2006 by and among
Unifi, Inc., a New York corporation (the “Parent”), certain of the Domestic Subsidiaries of
the Parent as additional Borrowers, the several financial institutions from time to time party
thereto (including the Assignor, the “Lenders”), and the Agent. All of the defined terms in
the Credit Agreement are incorporated herein by reference.



     The Applicant Borrower has indicated its desire to become a Borrower pursuant to the terms of
the Credit Agreement.



     Accordingly the Applicant Borrower hereby agrees as follows with the Agent, for the benefit of
the Lenders:



     1. The Applicant Borrower hereby acknowledges, agrees and confirms that, by its execution of
this Agreement, the Applicant Borrower will be deemed to be a party to the Credit Agreement and a
“Borrower” for all purposes of the Credit Agreement and the other Loan Documents, and shall have
all of the obligations of a Borrower thereunder as if it has executed the Credit Agreement and the
other Loan Documents. The Applicant Borrower hereby ratifies, as of the date hereof, and agrees to
be bound by, all of the terms, provisions and conditions contained in the Credit Agreement and in
the Loan Documents, including without limitation (i) all of the representations and warranties of
the Credit Parties set forth in Article 6 of the Credit Agreement, as supplemented from time to
time in accordance with the terms thereof, and (ii) all of the affirmative and negative covenants
set forth in Article 7 of the Credit Agreement.



     2. The Applicant Borrower hereby acknowledges, agrees and confirms that, by its execution of
this Agreement, the Applicant Borrower will be deemed to be a party to the Security Agreement, and
shall have all the obligations of an “Obligor” (as such term is defined in the Security Agreement)
thereunder as if it had executed the Security Agreement. The Applicant Borrower hereby ratifies, as
of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions
contained in the Security Agreement. Without limiting the generality of the foregoing terms of this
paragraph 2, the Applicant Borrower hereby grants to the Agent, for the benefit of the Lenders, a
continuing security interest in, and a right of set off against any and all right, title and
interest of the Applicant Borrower in and to the Collateral (as such term is defined in Section 2
of the Security Agreement) of the Applicant Borrower.



     3. The Applicant Borrower hereby acknowledges, agrees and confirms that, by its execution of
this Agreement, the Applicant Borrower will be deemed to be a party to the Pledge Agreement, and
shall have all the obligations of a “Pledgor” thereunder as if it had executed the Pledge
Agreement. The Applicant Borrower hereby ratifies, as of the date hereof, and agrees to be bound
by, all the terms, provisions and conditions contained in the Pledge Agreement.



G-1









 




Without limiting the generality of the foregoing terms of this paragraph 3, the Applicant Borrower
hereby pledges and assigns to the Agent, for the benefit of the Lenders, and grants to the Agent,
for the benefit of the Lenders, a continuing security interest in any and all right, title and
interest of the Applicant Borrower in and to Pledged Capital Stock (as such term is defined in
Section 2 of the Pledge Agreement) and the other Pledged Collateral (as such term is
defined in Section 2 of the Pledge Agreement).


     4. The Applicant Borrower acknowledges and confirms that it has received a copy of the Credit
Agreement and the schedules and exhibits thereto and the Security Agreement and the schedules and
exhibits relating thereto and the Pledge Agreement and the schedules and exhibits relating thereto.
The information on the Schedules to the Credit Agreement, the Security Agreement and the Pledge
Agreement is amended to provide the information shown on the attached Schedule A.


     5. Unifi, Inc. confirms that all of its and its Subsidiaries’ obligations under the Credit
Agreement are, and upon the Applicant Borrower becoming a Borrower shall continue to be, in full
force and effect. Unifi, Inc. further confirms that immediately upon the Applicant Borrower
becoming a Borrower the term “Obligations”, as used in the Credit Agreement, shall include all
Obligations of such Applicant Borrower under the Credit Agreement and under each other Loan
Document.


     6. The Applicant Borrower hereby agrees that upon becoming a Borrower it will assume all
Obligations of a Borrower as set forth in the Credit Agreement. By its execution of this Agreement,
the Applicant Borrower appoints Unifi, Inc. to be its attorney (“its Attorney”) and in its name and
on its behalf and as its act and deed or otherwise to sign all documents and carry out all such
acts as are necessary or appropriate in connection with executing any Notice of Borrowing, Notice
of Extension/Conversion or any Borrowing Base Certificate or any security documents (the
“Documents”) in connection with the Credit Agreement, provided that such Documents are in
substantially the form provided therefor in the applicable exhibits thereto. This Power of Attorney
shall be valid for the duration of the term of the Credit Agreement. The Applicant Borrower hereby
undertakes to ratify everything which either of its Attorneys shall do in order to execute the
Documents mentioned herein.


     7. Each of Unifi, Inc. and the Applicant Borrower agrees that at any time and from time to
time, upon the written request of the Agent, it will execute and deliver such further documents and
do such further acts and things as the Agent may reasonably request in order to effect the purposes
of this Agreement.


     8. This Agreement may be executed in multiple counterparts, each of which shall constitute an
original but all of which when taken together shall constitute one contract.


     9. This Agreement shall be governed by and construed and interpreted in accordance with the
laws of the State of New York.


G-2








 





     IN WITNESS WHEREOF, the Applicant Borrower and Unifi, Inc. has caused this Joinder Agreement
to be duly executed by its authorized officers, and the Agent, for the benefit of the Lenders, has
caused the same to be accepted by its authorized officer, as of the day and year first above
written.



	 	 	 	 	 	 	 

	 	 	[APPLICANT BORROWER]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	UNIFI, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,	 	 
	 	 	     as Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






G-3









 





SCHEDULE A

to

Joinder Agreement




G-4









 





EXHIBIT H




FORM OF MONTHLY MANAGEMENT REPORT


On file with Agent.




 









 





Exhibit B to First Amendment to Amended and Restated Credit Agreement,

Amended and Restated Security Agreement and Pledge Agreement






 









 





EXHIBIT B




SCHEDULE 1(b)




INTELLECTUAL PROPERTY



	 	 	 	 	 	 	 	 	 
	 	 	Patent /	 	 	Date Issued /	 
	Patent Title	 	Application #	 	 	Applied for	 
	Continuous Constant Tension Air Covering
	 	 	11/076,441	 	 	 	03/09/05	 
	Method for Forming Polyester Yarns
	 	 	11/259,447	 	 	 	10/26/05	 






 









 






Trademark Title




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ApplicationNumber	 	RegistrationNumber	 	Next Renewal Date
	Mark Name	 	Country	Status	ApplicationDate	 	RegistrationDate	 	ExpirationDate
	 
	 
	 	Argentina	 	Registered	 	2619932	 	2.131.008	 	11/29/2016
	A.M.Y.
	 	 	 	 	 	9/26/2005	 	11/29/2006	 	11/29/2016
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Argentina	 	Registered	 	2619933	 	2.131.010	 	11/29/2016
	AUGUSTA
	 	 	 	 	 	9/26/2005	 	11/29/2006	 	11/29/2016
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Argentina	 	Registered	 	2619934	 	2.131.012	 	11/29/2016
	CATCH MOVE RELEASE
	 	 	 	 	 	9/26/2005	 	11/29/2006	 	11/29/2016
	Goods: 022 Synthetic fiber for polyester based fabric

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Argentina	 	Registered	 	2619935	 	2.131.013	 	11/29/2016
	ECLYPSE
	 	 	 	 	 	9/26/2005	 	11/29/2006	 	11/29/2016
	Goods: 022 Continuous filament fiber with differential dye looks to be woven or knitted into
fabric for men’s and women’s business attire, upholstry and home furnishings

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Argentina	 	Filed	 	2.940.375	 	 	 	 
	FIBERPRINT
	 	 	 	 	 	8/28/2009	 	 	 	 
	Goods: 042 Warranty service program for yarn and thread for traceability; content
authentication, verification and traceability programs for yarn and thread







 









 







	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ApplicationNumber	 	RegistrationNumber	 	Next Renewal Date
	Mark Name	 	Country	 	Status	 	ApplicationDate	 	RegistrationDate	 	ExpirationDate
	 
	

MYNX

Goods: 023 Yarn

	 	Argentina
	 	Registered
	 	2619936

9/26/2005
	 	2.131.015

11/29/2006
	 	11/29/2016

11/29/2016
	 
	 	 	 	 	 	 	 	 	 	 
	

NOVVA

Goods: 023 Yarn

	 	Argentina
	 	Registered
	 	2619937

9/26/2005
	 	2.131.017

11/29/2006
	 	11/29/2016

11/29/2016
	 
	 	 	 	 	 	 	 	 	 	 
	

REFLEXX

Goods: 023 Yarn

	 	Argentina
	 	Registered
	 	2619938

9/26/2005
	 	2173610

8/8/2007
	 	8/8/2017

8/8/2017
	 
	 	 	 	 	 	 	 	 	 	 
	

REPREVE

Goods: 023 Yarn

	 	Argentina
	 	Registered
	 	2.733.656

3/14/2007
	 	2.217.109

3/5/2008
	 	3/5/2018

3/5/2018
	 
	 	 	 	 	 	 	 	 	 	 
	SORBTEK

	 	Argentina
	 	Registered
	 	2619939

9/26/2005
	 	2.131.030

11/29/2006
	 	11/29/2016

11/29/2016
	Goods:022 Synthetic fiber for polyester based fabric

	 
	 	 	 	 	 	 	 	 	 	 
	

SULTRA

Goods: 023 Yarn

	 	Argentina
	 	Registered
	 	2619940

9/26/2005
	 	2.131.032

11/29/2006
	 	11/29/2016

11/29/2016
	 
	 	 	 	 	 	 	 	 	 	 
	U TRUST

	 	Argentina
	 	Filed
	 	2.940.374

8/28/2009	 	 	 	 
	Goods: 042 Warranty service program for yarn and thread; content authentication and verification program for yarn and
thread







 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ApplicationNumber	 	RegistrationNumber	 	Next Renewal Date
	Mark Name	 	Country	 	Status	 	ApplicationDate	 	RegistrationDate	 	ExpirationDate
	 
	UNIFI

	 	Argentina
	 	Registered
	 	1.853,497
8/20/1992
	 	 	1.978.902

4/26/2004	 	 	4/26/2014

4/26/2014
	Goods:
023 Yarns and threads

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

REPREVE

Goods:  023 Yarn

	 	Australia
	 	Registered
	 	1136443

9/19/2006
	 	 	1136443

9/19/2006	 	 	9/19/2016

9/19/2016
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

A.M.Y.

Goods: 023 Yarn

	 	Bangladesh
	 	Filed
	 	89823

1/30/2005
	 	 	 	 	 	1/30/2012
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

MYNX

Goods: 023 Yarn

	 	Bangladesh
	 	Filed
	 	89824

1/30/2005
	 	 	 	 	 	1/30/2012
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

REFLEXX

Goods:  023 Yarn

	 	Bangladesh
	 	Filed
	 	89825

1/30/2005
	 	 	 	 	 	1/30/2012
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

SORBTEK

	 	Bangladesh
	 	Filed
	 	89822

1/30/2005
	 	 	 	 	 	1/30/2012
	Goods:
022 Synthetic fiber for polyester based fabric

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

AUGUSTA

Goods:  023 Yarn

	 	Brazil
	 	Filed
	 	823994228

12/12/2001
	 	 	823994228	 	 	(Being Transferred)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

DONEGAL

Goods: 023 Yarn

	 	Brazil
	 	Filed
	 	823994236

12/12/2001
	 	 	823994236	 	 	(Being Transferred)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

MERANO

	 	Brazil
	 	Registered
	 	826285759

4/16/2004
	 	 	826285759

8/25/2009	 	 	8/25/2019






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ApplicationNumber	 	 	RegistrationNumber	 	Next Renewal Date
	Mark Name	 	Country	 	Status	 	ApplicationDate	 	 	RegistrationDate	 	ExpirationDate
	 
	
MICROVISTA

Goods:  023 Yarn

	 	Brazil
	 	Registered
	 	826285740

4/16/2004
	 	 	826285740

8/25/2009	 	 	8/25/2019
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

MYNX

Goods:  023 Yarn

	 	Brazil
	 	Filed
	 	824213173

1/11/2002
	 	 	824213173	 	 	(Being Transferred)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

MYRIAD

Goods:  023 Yarn

	 	Brazil
	 	Filed
	 	824322266

3/1/2002
	 	 	824322266	 	 	(Being Transferred)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	REFLEXX

	 	Brazil
	 	Registered
	 	826285775

4/16/2004
	 	 	826285775

8/25/2009	 	 	8/25/2019
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

SORBTEK

Goods: 023 Yarn

	 	Brazil
	 	Filed
	 	823997782

12/12/2001
	 	 	823997782	 	 	(Being Transferred)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

SPARKLE

Goods:  023 Yarn

	 	Brazil
	 	Filed
	 	823994201

12/12/2001
	 	 	823994201	 	 	(Being Transferred)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

SULTRA

Goods: 023 Yarn

	 	Brazil
	 	Filed
	 	823994198

12/12/2001
	 	 	823994198	 	 	(Being Transferred)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

UNIFI

Goods:  023 Yarn

	 	Brazil
	 	Registered
	 	816930074

10/2/1992
	 	 	0264768

10/22/2006	 	 	10/22/2016
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

UNIFI

Goods:  025 Clothes & Shoes

	 	Brazil
	 	Registered
	 	821416944

6/14/1999
	 	 	821416944

1/8/2008	 	 	4/8/2013
	








 












 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	ApplicationNumber	 	 	RegistrationNumber	 	Next Renewal Date
	Mark Name	 	Country	 	Status	 	 	ApplicationDate	 	 	RegistrationDate	 	ExpirationDate
	 
	 

	 	Brazil
	 	Registered
	 	 	821416952	 	 	 	821416952	 	 	4/8/2013
	UNIFI

	 	 	 	 	 	 	6/14/1999	 	 	 	1/8/2008	 	 	 
	Goods: 024 Textile Fabrics

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Brazil
	 	Filed
	 	 	828727945	 	 	 	 	 	 	 
	REPREVE

	 	 	 	 	 	 	9/12/2006	 	 	 	 	 	 	 
	Goods: 023 Yarn

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FIBERPRINT

	 	Brazil
	 	Filed
	 	 	830376739	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	9/8/2009	 	 	 	 	 	 	 
	Goods: 042 Warranty service program for yarn and thread; content authentication and verification program for yarn and
thread

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Brazil
	 	Registered
	 	 	816400318	 	 	 	816400318	 	 	6/1/2013
	MICROMATTIQUE

	 	 	 	 	 	 	9/20/1991	 	 	 	6/1/1993	 	 	6/1/2013
	Goods:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Brazil
	 	Registered
	 	 	816400300	 	 	 	816400300	 	 	6/1/2013
	MICROMATTIQUE

	 	 	 	 	 	 	9/20/1991	 	 	 	6/1/1993	 	 	6/1/2013
	Goods:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Brazil
	 	Registered
	 	 	817170014	 	 	 	817170014	 	 	7/26/2014
	MICROMATTIQUE

	 	 	 	 	 	 	4/7/1993	 	 	 	7/26/1994	 	 	7/26/2014
	Goods: 025 Clothes and clothing accessories of common use for sports and professional use

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Brazil
	 	Filed
	 	 	828727945	 	 	 	 	 	 	 
	REPREVE

	 	 	 	 	 	 	9/12/2006	 	 	 	 	 	 	 
	Goods: 023 Yarn
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Brazil
	 	Filed
	 	 	830376810	 	 	 	 	 	 	 
	U TRUST

	 	 	 	 	 	 	9/8/2009	 	 	 	 	 	 	 
	Goods:
042 Warranty service program for yarn and thread; content
authentication and verification program for yarn and thread







 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ApplicationNumber	 	RegistrationNumber	 	Next Renewal Date
	Mark Name	 	Country	 	Status	 	ApplicationDate	 	RegistrationDate	 	ExpirationDate
	 
	UNIFI

	 	Brazil
	 	Registered
	 	816930074

10/2/1992
	 	816930074

10/22/1996
	 	10/22/2016

10/22/2016
	Goods: 023 Yarns and threads
	 
	 	 	 	 	 	 	 	 	 	 
	4T7

	 	Canada
	 	Filed
	 	1,405,225

7/22/2008	 	 	 	 
	Goods: 023 Nylon fiber yarn, permanently coated silver textile yarn

	 
	 	 	 	 	 	 	 	 	 	 
	4T7 (Stylized)

	 	Canada
	 	Filed
	 	1,405,226

7/22/2008	 	 	 	 
	Goods: 023 Yarn
	 
	 	 	 	 	 	 	 	 	 	 
	A.M.Y.

	 	Canada
	 	Registered
	 	1,273,870

9/23/2005
	 	TMA683,809

3/16/2007
	 	3/16/2022

3/16/2022
	Goods: 023 Spun thread and yarn, colored threads, sewing thread and yarn, semi-synthetic fiber thread and yarn for
textile use, regenerated fiber thread and yarn for textile use, elastic thread and yarn of textile use, threads
of plastic materials for textile use, inorganic fiber base mixed thread and yarn, chemical fiber base mixed

	 
	 	 	 	 	 	 	 	 	 	 
	AIO

	 	Canada
	 	Registered
	 	1,273,872

9/23/2005
	 	TMA689,423

6/8/2007
	 	6/8/2022

6/8/2022
	Goods: 023 Spun thread and yarn, colored threads, sewing thread and yarn, semi-synthetic fiber thread and yarn for
textile use, regenerated fiber thread and yarn for textile use, elastic thread and yarn of textile use, threads
of plastic materials for textile use, inorganic fiber base mixed thread and yarn, chemical fiber base mixed

	 
	 	 	 	 	 	 	 	 	 	 
	AUGUSTA

	 	Canada
	 	Registered
	 	1,273,869

9/23/2005
	 	TMA683,810

3/16/2007
	 	3/16/2022

3/16/2022
	Goods: 023 Spun thread and yarn, colored threads, sewing thread and yarn, semi-synthetic fiber thread and yarn for
textile use, regenerated fiber thread and yarn for textile use, elastic thread and yarn of textile use, threads
of plastic materials for textile use, inorganic fiber base mixed thread and yarn, chemical fiber base mixed

	 
	 	 	 	 	 	 	 	 	 	 
	CATCH MOVE RELEASE

	 	Canada
	 	Registered
	 	1,273,871

9/26/2005
	 	TMA699,313

10/23/2007
	 	10/23/2022

10/23/2022
	Goods: 022 Synthetic fiber for polyester based fabric







 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ApplicationNumber	 	RegistrationNumber	 	Next Renewal Date
	Mark Name	 	Country	 	Status	 	ApplicationDate	 	RegistrationDate	 	ExpirationDate
	 
	FIBERPRINT

	 	Canada
	 	Filed
	 	1,455,384

10/8/2009	 	 	 	 
	Goods: 042 Warranty service program for yarn and thread; content authentication and verification program for yarn and
thread

	 
	 	 	 	 	 	 	 	 	 	 
	MicroVista (Stylized)

	 	Canada
	 	Registered
	 	1,273,868

9/23/2005
	 	TMA692,671

7/24/2007
	 	7/24/2022

7/24/2022
	Goods: 022 Textile filaments and textile fibers
	 
	 	 	 	 	 	 	 	 	 	 
	MYNX

	 	Canada
	 	Registered
	 	1,273,867

9/23/2005
	 	TMA682,154

2/22/2007
	 	2/22/2022

2/22/2022
	Goods: 023 Spun thread and yarn, colored threads, sewing thread and yarn, semi-synthetic fiber thread and yarn for
textile use, regenerated fiber thread and yarn for textile use, elastic thread and yarn of textile use, threads
of plastic materials for textile use, inorganic fiber base mixed thread and yarn, chemical fiber base mixed

	 
	 	 	 	 	 	 	 	 	 	 
	REFLEXX

	 	Canada
	 	Registered
	 	1,273,866

9/23/2005
	 	TMA683,707

3/15/2007
	 	3/15/2022

3/15/2022
	Goods: 023 Spun thread and yarn, colored threads, sewing thread and yarn, semi-synthetic fiber thread and yarn for
textile use, regenerated fiber thread and yarn for textile use, elastic thread and yarn of textile use, threads
of plastic materials for textile use, inorganic fiber base mixed thread and yarn, chemical fiber base mixed

	 
	 	 	 	 	 	 	 	 	 	 
	REPREVE

	 	Canada
	 	Registered
	 	1,317,229

9/12/2006
	 	TMA747,089

9/8/2009
	 	9/8/2024

9/8/2024
	Goods: 023 Yarn, namely spun thread and yarn, colored threads, sewing thread and yarn, semi-synthetic fiber thread
and yarn for textile use, regenerated fiber thread and yarn for textile use, elastic thread and yarn for textile
use, threads of plastic materials for textile use, inorganic fiber base mixed thread and yarn, chemical fiber
base mixed thread and yarn

	 
	 	 	 	 	 	 	 	 	 	 
	SATURA & Design

	 	Canada
	 	Registered
	 	1,273,863

9/23/2005
	 	TMA683,697

3/15/2007
	 	3/15/2022

3/15/2022
	Goods: 023 Spun thread and yarn, colored threads, sewing thread and yarn, semi-synthetic fiber thread and yarn for
textile use, regenerated fiber thread and yarn for textile use, elastic thread and yarn of textile use, threads
of plastic materials for textile use, inorganic fiber base mixed thread and yarn, chemical fiber base mixed







 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ApplicationNumber	 	RegistrationNumber	 	Next Renewal Date
	Mark Name	 	Country	 	Status	 	ApplicationDate	 	RegistrationDate	 	ExpirationDate
	 
	SEDORA

	 	Canada
	 	Registered
	 	1,270,831

8/29/2005
	 	TMA704,448

1/11/2008
	 	1/11/2023

1/11/2023
	Goods: 023 Yarn
	 
	 	 	 	 	 	 	 	 	 	 
	SHEERTECH

	 	Canada
	 	Registered
	 	788,278

7/24/1995
	 	TMA501,717

10/2/1998
	 	10/2/2013

10/2/2013
	Goods: 023 Yarn; synthetic yarn
	 
	 	 	 	 	 	 	 	 	 	 
	SORBTEK

	 	Canada
	 	Registered
	 	1,273,865

9/23/2005
	 	TMA677,525

11/22/2006
	 	11/22/2021

11/22/2021
	Goods: 022 Synthetic fiber for polyester based fabric
	 
	 	 	 	 	 	 	 	 	 	 
	U TRUST

	 	Canada
	 	Filed
	 	1,455,383

10/8/2009	 	 	 	 
	Goods: 042 Warranty service program for yarn and thread; content authentication and verification program for yarn and
thread

	 
	 	 	 	 	 	 	 	 	 	 
	FIBERPRINT

	 	Chile
	 	Filed
	 	875525

8/25/2009	 	 	 	 
	Goods: 042 Warranty service program for yarn and thread; content authentication and verification program for yarn and
thread

	 
	 	 	 	 	 	 	 	 	 	 
	REPREVE

	 	Chile
	 	Registered
	 	765.923
3/14/2007
	 	807.470

2/1/2008
	 	2/1/2018

2/1/2018
	Goods: 023 Yarn
	 
	 	 	 	 	 	 	 	 	 	 
	U TRUST

	 	Chile
	 	Filed
	 	875526

8/25/200	 	 	 	 
	Goods: 042 Warranty service program thread for yarn and
thread; content
authentication and verification
program for yarn and

	 
	 	 	 	 	 	 	 	 	 	 
	UNIFI

	 	Chile
	 	Registered
	 	224,741

11/9/1992
	 	677,112

10/29/2003
	 	10/29/2013

10/29/2013
	Goods: 023 Yarns and threads
	 	 	 	 	 	 	 	 	 	 







 











 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	ApplicationNumber	 	 	RegistrationNumber	 	Next Renewal Date
	Mark Name	 	Country	 	Status	 	 	ApplicationDate	 	 	RegistrationDate	 	ExpirationDate
	 
	 

	 	China P.R.
	 	Registered
	 	 	4461870	 	 	 	4461870	 	 	10/6/2018
	A.M.Y.

	 	 	 	 	 	 	1/13/2005	 	 	 	10/7/2008	 	 	10/7/2018
	Goods: 023 Yarn

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	China P.R.
	 	Registered
	 	 	4907035	 	 	 	4907035	 	 	3/13/2019
	AIO

	 	 	 	 	 	 	9/20/2005	 	 	 	3/14/2009	 	 	3/14/2019
	Goods: 023 Yarn

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	China P.R.
	 	Registered
	 	 	4741298	 	 	 	4741298	 	 	3/6/2019
	CATCH MOVE RELEASE

	 	 	 	 	 	 	6/24/2005	 	 	 	3/7/2009	 	 	3/7/2019
	Goods: 022 Raw fibrous textiles and textile fibers	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	China P.R.
	 	Registered
	 	 	4741297	 	 	 	4741297	 	 	3/6/2019
	CATCH MOVE RELEASE & Design

	 	 	 	 	 	 	6/24/2005	 	 	 	3/7/2009	 	 	3/7/2019
	Goods: 022 Raw fibrous textiles and textile fibers	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	China P.R.
	 	Filed
	 	 	7651346	 	 	 	 	 	 	 
	FIBERPRINT

	 	 	 	 	 	 	8/27/2009	 	 	 	 	 	 	 
	Goods: 042 Authentication and verification programs (content certification services) for yarn and thread
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	China P.R.
	 	Registered
	 	 	4698600	 	 	 	4698600	 	 	1/27/2019
	MicroVista (Stylized)

	 	 	 	 	 	 	6/3/2005	 	 	 	1/28/2009	 	 	1/28/2019
	Goods: 022 Raw fibrous textile and textile fibers
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	China P.R.
	 	Registered
	 	 	4461869	 	 	 	4461869	 	 	10/6/2018
	MYNX

	 	 	 	 	 	 	1/13/2005	 	 	 	10/7/2008	 	 	10/7/2018
	Goods: 023 Yarn
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	China P.R.
	 	Registered
	 	 	4461871	 	 	 	4461871	 	 	10/6/2018
	REFLEXX

	 	 	 	 	 	 	1/13/2005	 	 	 	10/7/2008	 	 	10/7/2018
	Goods: 023 Yarn
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	China P.R.
	 	Registered
	 	 	5601727	 	 	 	5601717	 	 	9/27/2019
	REPREVE

	 	 	 	 	 	 	9/12/2006	 	 	 	9/28/2009	 	 	9/28/2019
	Goods: 023 Yarn






 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	ApplicationNumber	 	 	RegistrationNumber	 	Next Renewal Date
	Mark Name	 	Country	 	Status	 	 	ApplicationDate	 	 	RegistrationDate	 	ExpirationDate
	 
	 

	 	China P.R.
	 	Registered
	 	 	4860665	 	 	 	4860665	 	 	4/20/2019
	SEDORA

	 	 	 	 	 	 	8/26/2005	 	 	 	4/21/2009	 	 	4/21/2019
	Goods: 023 Yarn
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	China P.R.
	 	Registered
	 	 	4461868	 	 	 	4461868	 	 	10/6/2018
	SORBTEK

	 	 	 	 	 	 	1/13/2005	 	 	 	10/7/2008	 	 	10/7/2018
	Goods: 022 Synthetic fiber for polyester based fabric
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	China P.R.
	 	Filed
	 	 	7651345	 	 	 	 	 	 	 
	U TRUST

	 	 	 	 	 	 	8/27/2009	 	 	 	 	 	 	 
	Goods: 042 Authentication and verification programs (content certification services) for yarn and thread
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
UNIFI0160




	 	Colombia 
	 	Registered
	 	05-054140
	 	 	322158	 	 	7/28/2016
	A.M.Y.

	 	 	 	 	 	 	6/3/2005	 	 	 	7/28/2006	 	 	7/28/2016
	Goods: 023 Yarn
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Colombia
	 	Registered
	 	 	05-054145	 	 	 	307680	 	 	12/23/2015
	AUGUSTA

	 	 	 	 	 	 	6/3/2005	 	 	 	12/23/2005	 	 	12/23/2015
	Goods: 023 Yarns
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Colombia
	 	Registered
	 	 	05-055955	 	 	 	307674	 	 	12/22/2015
	CATCH MOVE RELEASE

	 	 	 	 	 	 	6/9/2005	 	 	 	12/22/2005	 	 	12/22/2015
	Goods: 022 Synthetic fiber for polyester based fabric
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Colombia
	 	Registered
	 	 	05-056478	 	 	 	307442	 	 	12/20/2015
	CATCH MOVE RELEASE & Design

	 	 	 	 	 	 	6/10/2005	 	 	 	12/20/2005	 	 	12/20/2015
	Goods: 022 Synthetic fiber for polyester based fabric
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Colombia
	 	Registered
	 	 	05-054149	 	 	 	320512	 	 	4/24/2016
	ECLYPSE

	 	 	 	 	 	 	6/3/2005	 	 	 	4/24/2006	 	 	4/24/2016
	Goods: 022    Continuous filament fiber with differential dye looks to be woven or knitted into fabric for men’s and
women’s business attire, upholstery and home furnishings

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	ApplicationNumber	 	 	RegistrationNumber	 	Next Renewal Date
	Mark Name	 	Country	 	Status	 	 	ApplicationDate	 	 	RegistrationDate	 	ExpirationDate
	 
	 

	 	Colombia
	 	Filed
	 	 	09114873	 	 	 	 	 	 	 
	FIBERPRINT

	 	 	 	 	 	 	10/15/2009	 	 	 	 	 	 	 
	Goods: 042 Warranty service program for yarn and thread; content authentication and verification program for yarn and thread
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Colombia
	 	Registered
	 	 	9049194	 	 	 	175045	 	 	3/9/2015
	MICROMATTIQUE

	 	 	 	 	 	 	10/28/1994	 	 	 	3/9/1995	 	 	3/9/2015
	Goods: 025
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Colombia
	 	Registered
	 	 	94049193	 	 	 	175046	 	 	3/9/2015
	MICROMATTIQUE

	 	 	 	 	 	 	10/28/1994	 	 	 	3/9/1995	 	 	3/9/2015
	Goods: 024
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Colombia
	 	Registered
	 	 	94049192	 	 	 	175047	 	 	3/9/2015
	MICROMATTIQUE

	 	 	 	 	 	 	10/28/1994	 	 	 	3/9/1995	 	 	3/9/2015
	Goods: 023
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Colombia
	 	Registered
	 	 	05-054144	 	 	 	307679	 	 	12/23/2015
	MYNX

	 	 	 	 	 	 	6/3/2005	 	 	 	12/23/2005	 	 	12/23/2015
	Goods: 023 Yarns
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Colombia
	 	Registered
	 	 	05-054139	 	 	 	307678	 	 	12/23/2015
	NOVVA

	 	 	 	 	 	 	6/3/2005	 	 	 	12/23/2005	 	 	12/23/2015
	Goods: 023 Yarns
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Colombia
	 	Registered
	 	 	05-054111	 	 	 	307677	 	 	12/23/2015
	REFLEXX

	 	 	 	 	 	 	6/3/2005	 	 	 	12/23/2005	 	 	12/23/2015
	Goods: 023 Yarns
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Colombia
	 	Registered
	 	 	07-026927	 	 	 	339614	 	 	9/26/2017
	REPREVE

	 	 	 	 	 	 	3/16/2007	 	 	 	9/26/2007	 	 	9/26/2017
	Goods: 023 Yarn
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	ApplicationNumber	 	 	RegistrationNumber	 	Next Renewal Date
	Mark Name	 	Country	 	Status	 	 	ApplicationDate	 	 	RegistrationDate	 	ExpirationDate
	 
	 

	 	Colombia
	 	Registered
	 	 	05-084018	 	 	 	312545	 	 	3/28/2016
	SEDORA

	 	 	 	 	 	 	8/24/2005	 	 	 	3/28/2006	 	 	3/28/2016
	Goods: 023 Yarns
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Colombia
	 	Registered
	 	 	05-054150	 	 	 	307681	 	 	12/23/2015
	SORBTEK

	 	 	 	 	 	 	6/3/2005	 	 	 	12/23/2005	 	 	12/23/2015
	Goods: 022 Synthetic fiber for polyester based fabric
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Colombia
	 	Filed
	 	 	09114877	 	 	 	 	 	 	 
	U TRUST

	 	 	 	 	 	 	10/15/2009	 	 	 	 	 	 	 
	Goods: 042 Warranty service program for yarn and thread; content authentication and verification program for yarn and thread
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Colombia
	 	Registered
	 	 	366,748	 	 	 	173,015	 	 	12/29/2014
	UNIFI

	 	 	 	 	 	 	8/28/1992	 	 	 	12/29/1994	 	 	12/29/2014
	Goods: 023 Yarns and threads
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Community Trademark
	 	Registered
	 	 	7 096 779	 	 	 	7 096 779	 	 	7/31/2018
	4T7

	 	 	 	 	 	 	7/17/2008	 	 	 	1/23/2009	 	 	7/17/2018
	Goods: 023 Yarn
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Community Trademark
	 	Registered
	 	 	7 114 804	 	 	 	7 114 804	 	 	7/31/2018
	4T7 (Stylized)

	 	 	 	 	 	 	7/23/2008	 	 	 	1/16/2009	 	 	7/23/2018
	Goods: 023 Yarn
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Community Trademark
	 	Registered
	 	 	4463675	 	 	 	4463675	 	 	5/31/2015
	A.M.Y.

	 	 	 	 	 	 	5/31/2005	 	 	 	3/17/2006	 	 	5/31/2015
	Goods: 023 Yarns
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Community Trademark
	 	Registered
	 	 	4 690 392	 	 	 	4 690 392	 	 	10/31/2015
	AIO

	 	 	 	 	 	 	10/19/2005	 	 	 	8/14/2006	 	 	10/19/2015
	Goods: 023 Yarn






 









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	ApplicationNumber	 	 	 	RegistrationNumber	 	 	Next Renewal Date
	Mark Name	 	Country	 	Status	 	 	ApplicationDate	 	 	 	RegistrationDate	 	 	ExpirationDate
	 
	 

	 	Community Trademark
	 	Registered
	 	 	004464186	 	 	 	004464186	 	 	5/31/2015
	AUGUSTA

	 	 	 	 	 	 	5/31/2005	 	 	 	8/5/2009	 	 	5/31/2015
	Goods: 023 Yarn
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Community Trademark
	 	Registered
	 	 	4493276	 	 	 	4493276	 	 	6/30/2015
	CATCH MOVE RELEASE

	 	 	 	 	 	 	6/13/2005	 	 	 	5/15/2006	 	 	6/13/2015
	Goods: 022 Synthetic fiber for polyester based fabric
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Community Trademark
	 	Registered
	 	 	4493251	 	 	 	4493251	 	 	6/30/2015
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CATCH MOVE RELEASE & Design	 	 	6/13/2005	 	 	 	5/12/2006	 	 	6/13/2015
	Goods: 022 Synthetic fiber for polyester based fabric
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Community Trademark
	 	Registered
	 	 	4464178	 	 	 	4464178	 	 	5/31/2015
	ECLYPSE

	 	 	 	 	 	 	5/31/2005	 	 	 	5/15/2006	 	 	5/31/2015
	Goods: 022 Continuous filament fiber with differential dye looks to be woven or knitted into fabric for men’s and
women’s business attire, upholstery and home furnishings

	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Community Trademark
	 	Registered
	 	 	008513351	 	 	 	008513351	 	 	8/31/2019
	FIBERPRINT

	 	 	 	 	 	 	8/27/2009	 	 	 	2/22/2010	 	 	8/27/2019
	Goods: 042 Warranty service program for yarn and thread; content authentication and verification program for yarn and thread
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Community Trademark
	 	Registered
	 	 	4463923	 	 	 	4463923	 	 	5/31/2015
	MYNX

	 	 	 	 	 	 	5/31/2005	 	 	 	5/26/2006	 	 	5/31/2015
	Goods: 023 Yarns
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Community Trademark
	 	Registered
	 	 	4463774	 	 	 	4463774	 	 	5/31/2015
	REFLEXX

	 	 	 	 	 	 	5/31/2005	 	 	 	3/31/2006	 	 	5/31/2015
	Goods: 023 Yarns
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Community Trademark
	 	Registered
	 	 	5 357 074	 	 	 	5 357 074	 	 	9/30/2016
	REPREVE

	 	 	 	 	 	 	9/19/2006	 	 	 	7/11/2007	 	 	9/19/2016
	Goods: 023 Yarns






 









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	ApplicationNumber	 	 	 	RegistrationNumber	 	 	Next Renewal Date
	Mark Name	 	Country	 	Status	 	 	ApplicationDate	 	 	 	RegistrationDate	 	 	ExpirationDate
	 
	 

	 	Community Trademark
	 	Registered
	 	 	4463758	 	 	 	4463758	 	 	5/31/2015
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SORBTEK

	 	 	 	 	 	 	5/31/2005	 	 	 	3/31/2006	 	 	5/31/2015
	Goods: 022 Synthetic fiber for polyester based fabric
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Community Trademark
	 	Registered
	 	 	008513355	 	 	 	008513355	 	 	8/31/2019
	U TRUST

	 	 	 	 	 	 	8/27/2009	 	 	 	2/22/2010	 	 	8/27/2019
	Goods:
042 Warranty service program for yarn and thread; content authentication and verification program for yarn and thread
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Community Trademark
	 	Registered
	 	 	004722161	 	 	 	004722161	 	 	11/30/2015
	UNIFI

	 	 	 	 	 	 	11/3/2005	 	 	 	8/25/2006	 	 	11/3/2015
	Goods: 023 Yarns
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Costa Rica
	 	Registered
	 	 	2007-5143	 	 	 	175042	 	 	5/23/2018
	REPREVE

	 	 	 	 	 	 	5/15/2007	 	 	 	5/23/2008	 	 	5/23/2018
	Goods: 023 Yarn
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Ecuador
	 	Registered
	 	 	51301	 	 	 	I-4363-95	 	 	12/18/2015
	MICROMATTIQUE

	 	 	 	 	 	 	10/25/1994	 	 	 	12/18/1995	 	 	12/18/2015
	Goods: 023
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Ecuador
	 	Registered
	 	 	51302	 	 	 	I-4364-95	 	 	12/18/2015
	MICROMATTIQUE

	 	 	 	 	 	 	10/25/1994	 	 	 	12/18/1995	 	 	12/18/2015
	Goods: 024
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Ecuador
	 	Registered
	 	 	51297	 	 	 	I-4359-95	 	 	12/18/2015
	MICROMATTIQUE

	 	 	 	 	 	 	10/25/1994	 	 	 	12/18/1995	 	 	12/18/2015
	Goods: 025
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Ecuador
	 	Registered
	 	 	34584	 	 	 	3135-93	 	 	11/30/2013
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UNIFI

	 	 	 	 	 	 	10/1/1992	 	 	 	11/30/1993	 	 	11/30/2013
	Goods: 023 Yarns and threads






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	ApplicationNumber	 	 	 	RegistrationNumber	 	 	Next Renewal Date
	Mark Name	 	Country	 	Status	 	 	ApplicationDate	 	 	 	RegistrationDate	 	 	ExpirationDate
	 
	 

	 	El Salvador
	 	Registered
	 	 	20090126735	 	 	179 Book 147
	 	3/5/2020
	FIBERPRINT

	 	 	 	 	 	 	8/25/2009	 	 	 	3/5/2010	 	 	3/5/2020
	Goods: 042 Warranty service program for yarn and thread; content authentication and verification program for yarn and
thread
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	El Salvador
	 	Registered
	 	 	20090126734	 	 	115 Book 147
	 	3/1/2020
	U TRUST

	 	 	 	 	 	 	8/25/2009	 	 	 	3/1/2010	 	 	3/1/2020
	Goods: 042 Warranty service program for yarn and thread; content authentication and verification program for yarn and
Thread
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	France
	 	Registered
	 	 	013115568	 	 	 	013115568	 	 	8/5/2011
	FYBERSERV

	 	 	 	 	 	 	8/6/2001	 	 	 	1/11/2002	 	 	8/6/2011
	Goods: 042 Conception, realisation, maintenance, updating, hosting and diffusion of websites and databases for
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	France
	 	Registered
	 	 	013115743	 	 	 	013115743	 	 	8/5/2011
	FYBERSERV & Design

	 	 	 	 	 	 	8/6/2001	 	 	 	1/11/2002	 	 	8/6/2011
	Goods: 042 Conception, realisation, maintenance, updating, hosting and diffusion of websites and databases for
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	France
	 	Registered
	 	 	013115740	 	 	 	013115740	 	 	8/5/2011
	FYBERSERV STAY CONNECTED, MOVE AHEAD & Design	 	 	8/6/2001	 	 	 	1/11/2002	 	 	8/6/2011
	Goods: 042 Conception, realisation, maintenance, updating, hosting and diffusion of websites and databases for
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	France
	 	Registered
	 	 	013115569	 	 	 	013115569	 	 	8/5/2011
	STAY CONNECTED, MOVE AHEAD	 	 	8/6/2001	 	 	 	1/11/2002	 	 	8/6/2011
	Goods: 042 Conception, realisation, maintenance, updating, hosting and diffusion of websites and databases for
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	France
	 	Registered
	 	 	92/435904	 	 	 	92435904	 	 	9/30/2012
	UNIFI

	 	 	 	 	 	 	9/30/1992	 	 	 	9/30/1992	 	 	9/30/2012
	Goods: 023 Yarns and threads
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Germany
	 	Registered
	 	 	30148480.5/42	 	 	 	30148480	 	 	8/31/2011
	FYBERSERV

	 	 	 	 	 	 	8/6/2001	 	 	 	10/15/2001	 	 	8/31/2011
	Goods: 042 Conception, realisation, maintenance, updating, hosting and diffusion of websites and databases for






 









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	ApplicationNumber	 	 	RegistrationNumber	 	Next Renewal Date
	Mark Name	 	Country	 	Status	 	 	ApplicationDate	 	 	RegistrationDate	 	ExpirationDate
	 
	 

	 	Germany
	 	Registered
	 	 	30148529.1	 	 	 	30148529	 	 	8/31/2011
	FYBERSERV & Design

	 	 	 	 	 	 	8/7/2001	 	 	 	2/27/2002	 	 	8/31/2011
	Goods: 042 Conception, realisation, maintenance, updating, hosting and diffusion of websites and databases for
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Germany
	 	Registered
	 	 	30148528.3	 	 	 	30148528	 	 	8/31/2011
	FYBERSERV STAY CONNECTED, MOVE AHEAD & Design	 	 	8/7/2001	 	 	 	2/27/2002	 	 	8/31/2011
	Goods: 042 Conception, realisation, maintenance, updating, hosting and diffusion of websites and databases for
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Germany
	 	Registered
	 	 	30148481.3/42	 	 	 	30148481	 	 	8/31/2011
	STAY CONNECTED, MOVE AHEAD	 	 	8/6/2001	 	 	 	10/15/2001	 	 	8/31/2011
	Goods: 042 Conception, realisation, maintenance, updating, hosting and diffusion of websites and databases for
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Great Britain
	 	Registered
	 	 	2277027	 	 	 	2277027	 	 	8/2/2011
	FYBERSERV

	 	 	 	 	 	 	8/2/2001	 	 	 	6/21/2002	 	 	8/2/2011
	Goods: 035 Customer service information and advice offered through the medium of a website and electronic database
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Great Britain
	 	Registered
	 	 	2277233	 	 	 	2277233	 	 	8/6/2011
	FYBERSERV & Design

	 	 	 	 	 	 	8/6/2001	 	 	 	7/5/2002	 	 	8/6/2011
	Goods: 035 Customer service information and advice offered through the medium of a website and electronic database
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Great Britain
	 	Registered
	 	 	2277776	 	 	 	2277776	 	 	8/13/2011
	FYBERSERV STAY CONNECTED, MOVE AHEAD & Design	 	 	8/13/2001	 	 	 	8/2/2002	 	 	8/13/2011
	Goods: 035 Customer service information and advice offered through the medium of a website and electronic database
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Great Britain
	 	Registered
	 	 	2277055	 	 	 	2277055	 	 	8/3/2011
	STAY CONNECTED, MOVE AHEAD	 	 	8/3/2001	 	 	 	8/2/2002	 	 	8/3/2011
	Goods: 035 Customer service information and advice offered through the medium of a website and electronic database
	      042 Customer service website and database
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Guatemala
	 	Registered
	 	 	2162-07	 	 	 	154851	 	 	2/24/2018
	REPREVE

	 	 	 	 	 	 	3/13/2007	 	 	 	2/25/2008	 	 	2/24/2018
	Goods: 023 Yarn







 











 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ApplicationNumber	 	RegistrationNumber	 	Next Renewal Date
	Mark Name	 	Country	 	Status	 	ApplicationDate	 	RegistrationDate	 	ExpirationDate
	 
	 

	 	Honduras
	 	Filed
	 	26775-09	 	 	 	 	 	 
	FIBERPRINT

	 	 	 	 	 	9/9/2009	 	 	 	 	 	 
	Goods: 042 Warranty service program for yarn and thread; content authentication and verification program for yarn and thread
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Honduras
	 	Registered
	 	8.631-2007	 	103.995	 	2/28/2018
	REPREVE

	 	 	 	 	 	3/12/2007	 	2/28/2008	 	2/28/2018
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Honduras
	 	Filed	 	26774-09	 	 	 	 	 	 
	U TRUST

	 	 	 	 	 	9/9/2009	 	 	 	 	 	 
	Goods: 042 Warranty service program for yarn and thread; content authentication and verification program for yarn and thread
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Hong Kong
	 	Registered
	 	300343070	 	300343070	 	12/22/2014
	A.M.Y.

	 	 	 	 	 	12/23/2004	 	12/23/2004	 	12/23/2014
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Hong Kong
	 	Registered
	 	300496657	 	300496657	 	9/15/2015
	AIO

	 	 	 	 	 	9/16/2005	 	9/16/2005	 	9/16/2015
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Hong Kong
	 	Filed
	 	301413323	 	 	 	 	 	8/25/2019
	FIBERPRINT

	 	 	 	 	 	8/25/2009	 	 	 	 	 	 
	Goods: 036 Warranty service program for yarn and thread; content authentication and verification program for yarn and thread
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Hong Kong
	 	Registered
	 	300432053	 	300432053	 	6/1/2015
	MicroVista (Stylized)

	 	 	 	 	 	6/2/2005	 	6/2/2005	 	6/2/2015
	Goods: 022 Textile filaments and textile fibers
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Hong Kong
	 	Registered
	 	300343106	 	300343106	 	12/22/2014
	MYNX

	 	 	 	 	 	12/23/2004	 	12/23/2004	 	12/23/2014
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ApplicationNumber	 	RegistrationNumber	 	Next Renewal Date
	Mark Name	 	Country	 	Status	 	ApplicationDate	 	RegistrationDate	 	ExpirationDate
	 
	 

	 	Hong Kong
	 	Registered
	 	300343089	 	300343089	 	12/23/2014
	REFLEXX

	 	 	 	 	 	12/23/2004	 	12/23/2004	 	12/24/2014
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Hong Kong
	 	Registered
	 	300719037	 	300719037	 	9/10/2016
	REPREVE

	 	 	 	 	 	9/11/2006	 	9/11/2006	 	9/11/2016
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Hong Kong
	 	Registered
	 	300483057	 	300483057	 	8/23/2015
	SEDORA

	 	 	 	 	 	8/24/2005	 	8/24/2005	 	8/24/2015
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Hong Kong
	 	Registered
	 	300343061	 	300343061	 	12/22/2014
	SORBTEK

	 	 	 	 	 	12/23/2004	 	12/23/2004	 	12/23/2014
	Goods: 022 Synthetic fiber for polyester based fabric
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Hong Kong
	 	Filed
	 	301413314	 	 	 	 	 	8/25/2019
	U TRUST

	 	 	 	 	 	8/25/2009	 	 	 	 	 	 
	Goods: 036 Warranty service program for yarn and thread; content authentication and verification program for yarn and thread
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	India
	 	Registered
	 	1334822	 	628983	 	1/28/2015
	A.M.Y.

	 	 	 	 	 	1/28/2005	 	3/28/2007	 	1/28/2015
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	India
	 	Registered
	 	1369759	 	753799	 	7/8/2015
	CATCH MOVE RELEASE

	 	 	 	 	 	7/8/2005	 	7/8/2005	 	7/8/2015
	Goods: 022 Synthetic fiber for polyester based fabric
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	India
	 	Registered
	 	1381488	 	1381488	 	9/1/2015
	CATCH MOVE RELEASE & Design

	 	 	 	 	 	9/1/2005	 	9/1/2005	 	9/1/2015
	Goods: 022 Synthetic fiber for polyester based fabric






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	ApplicationNumber	 	RegistrationNumber	 	Next Renewal Date
	Mark Name	 	Country	 	Status	 	ApplicationDate	 	RegistrationDate	 	ExpirationDate
	 
	 	 	India

	 	Filed
	 	 	 	1855620	 	8/27/2019	 	 	 
	FIBERPRINT

	 	 	 	 	 	 	 	8/27/2009	 	 	 	 	 	8/27/2019
	Goods: 042 Warranty service program for yarn and thread; content authentication and verification program for yarn and thread
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	India
	 	Filed
	 	01369197 940
	 	 	 	 	 	7/6/2015
	MicroVista (Stylized)

	 	 	 	 	 	 	 	7/6/2005	 	 	 	 	 	 
	Goods: 022 Textile filaments and textile yarns
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	India
	 	Registered
	 	1334823	 	625,748	 	1/28/2015
	MYNX

	 	 	 	 	 	 	 	1/28/2005	 	3/27/2007	 	1/28/2015
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	India
	 	Filed
	 	1334824	 	 	 	 	 	12/27/2014
	REFLEXX

	 	 	 	 	 	 	 	12/27/2004	 	 	 	 	 	 
	Goods: 023 Yarn (Request for reconsideration to revive application was filed on February 3, 2010; awaiting hearing date from the Indian Trademarks Registry)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	India
	 	Filed
	 	1334825	 	 	 	 	 	12/27/2014
	SORBTEK

	 	 	 	 	 	 	 	12/27/2004	 	 	 	 	 	 
	Goods: 022 Synthetic fiber for polyester based fabric
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	India
	 	Filed
	 	1855619	 	 	 	 	 	8/27/2019
	U TRUST

	 	 	 	 	 	 	 	8/27/2009	 	 	 	 	 	 
	Goods: 042 Warranty service program for yarn and thread; content authentication and verification program for yarn and thread
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Indonesia
	 	Registered
	 	2005 00800 00804	 	IDM000089969
	 	1/11/2015
	A.M.Y.

	 	 	 	 	 	 	 	1/12/2005	 	9/20/2006	 	1/12/2015
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Indonesia
	 	Filed
	 	D00 2005 009788	 	IDM000111776
	 	6/28/2015
	CATCH MOVE RELEASE & Design

	 	 	6/28/2005	 	 	 	 	 	 
	Goods: 022 Synthetic fiber for polyester based fabric






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ApplicationNumber	 	RegistrationNumber	 	Next Renewal Date
	Mark Name	 	Country	 	Status	 	ApplicationDate	 	RegistrationDate	 	ExpirationDate
	 
	 

	 	Indonesia
	 	Registered
	 	D00 2005 010763
	 	IDM000112908
	 	7/5/2015
	CATCH MOVE RELEASE

	 	 	 	 	 	7/6/2005
	 	3/13/2007	 	7/6/2015
	Goods: 022 Synthetic fiber for polyester based fabric
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Indonesia
	 	Filed
	 	J00 2009 037775
	 	 	 	 	 	11/20/2019
	FIBERPRINT

	 	 	 	 	 	11/20/2009	 	 	 	 	 	 
	Goods: 042 Warranty service program for yarn and thread; content authentication and verification program for yarn and thread
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Indonesia
	 	Registered
	 	D00 2005 010762
	 	IDM000112907
	 	7/5/2015
	MicroVista (Stylized)

	 	 	 	 	 	7/6/2005
	 	3/13/2007	 	7/6/2015
	Goods: 022 Textile filaments and textile yarns
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Indonesia
	 	Registered
	 	2005 00798 00802
	 	IDM000089967
	 	1/11/2015
	MYNX

	 	 	 	 	 	1/12/2005
	 	9/20/2006	 	1/12/2015
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Indonesia
	 	Registered
	 	2005 00799 00803
	 	IDM000089968
	 	1/11/2015
	REFLEXX

	 	 	 	 	 	1/12/2005
	 	9/20/2007	 	1/12/2015
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Indonesia
	 	Registered
	 	2005 00797 00801
	 	IDM000089966
	 	1/11/2015
	SORBTEK

	 	 	 	 	 	1/12/2005
	 	9/20/2006	 	1/12/2015
	Goods: 022 Synthetic fiber for polyester based fabric
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Indonesia
	 	Filed
	 	J00 2009 037774
	 	 	 	 	 	11/20/2019
	U TRUST

	 	 	 	 	 	11/20/2009	 	 	 	 	 	 
	Goods: 042 Warranty service program for yarn and thread; content authentication and verification program for yarn and thread
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Ireland
	 	Registered
	 	2001/2411
	 	223308	 	8/1/2011
	FYBERSERV

	 	 	 	 	 	8/2/2001
	 	11/15/2002	 	8/2/2011
	Goods: 035 Customer service information and advice offered through the medium of a website and electronic database






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ApplicationNumber	 	RegistrationNumber	 	Next Renewal Date
	Mark Name	 	Country	 	Status	 	ApplicationDate	 	RegistrationDate	 	ExpirationDate
	 
	 
	 	Ireland	 	Registered	 	2001/02507	 	223310	 	8/6/2011
	FYBERSERV & Design
	 	 	 	 	 	8/7/2001	 	11/15/2002	 	8/7/2011
	Goods: 035 Customer service information and advice offered through the medium of a website and electronic database
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Ireland	 	Registered	 	2001/02480	 	223309	 	8/2/2011
	STAY CONNECTED, MOVE AHEAD
	 	8/3/2001	 	11/15/2002	 	8/3/2011
	Goods: 035 Customer service information and advice offered through the medium of a website and electronic database
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Italy	 	Registered	 	T02001C002643	 	946052	 	8/6/2011
	FYBERSERV
	 	 	 	 	 	8/6/2001	 	11/23/2004	 	8/6/2011
	Goods: 042 Customer service website and database
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Italy	 	Registered	 	T02001C002796	 	946191	 	8/24/2011
	FYBERSERV & Design
	 	 	 	 	 	8/24/2001	 	11/23/2004	 	8/24/2011
	Goods: 042 Customer service website and database
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Italy	 	Registered	 	T02001C002797	 	946192	 	8/24/2011
	FYBERSERV STAY CONNECTED, MOVE AHEAD & Design
	 	8/24/2001	 	11/23/2004	 	8/24/2011
	Goods: 042 Customer service website and database
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Italy	 	Registered	 	T02001C002644	 	946053	 	8/6/2011
	STAY CONNECTED, MOVE AHEAD
	 	8/6/2001	 	11/23/2004	 	8/6/2011
	Goods: 042 Customer service website and database
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Japan	 	Registered	 	2004-118995	 	4872892	 	6/17/2015
	A.M.Y.
	 	 	 	 	 	12/28/2004	 	6/17/2005	 	6/17/2015
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Japan	 	Registered	 	2005-052152	 	4918168	 	12/22/2015
	CATCH MOVE RELEASE
	 	6/10/2005	 	12/22/2005	 	12/22/2015
	Goods: 022 Synthetic fiber for polyester based fabric
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Japan	 	Registered	 	2005-57243	 	4918178	 	12/22/2015
	CATCH MOVE RELEASE & Design
	 	6/10/2005	 	12/22/2005	 	12/22/2015
	Goods: 022 Synthetic fiber for polyester based fabric






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ApplicationNumber	 	RegistrationNumber	 	Next Renewal Date
	Mark Name	 	Country	 	Status	 	ApplicationDate	 	RegistrationDate	 	ExpirationDate
	 
	 

	 	Japan
	 	Filed
	 	2009-081241	 	 	 	 	 	 
	FIBERPRINT

	 	 	 	 	 	10/27/2009	 	 	 	 	 	 
	Goods: 042 Content authentication and verification programs for yarn and thread
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Japan
	 	Registered
	 	2005-050087	 	4933787	 	3/3/2016
	MicroVista (Stylized)

	 	 	 	 	 	6/6/2005	 	3/3/2006	 	3/3/2016
	Goods: 022 Continuous fiber for textile use, other textile fibers; chemical-giber threads and yarns for textile use
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Japan
	 	Registered
	 	2004-118993	 	4872891	 	6/17/2015
	MYNX

	 	 	 	 	 	12/28/2004	 	6/17/2005	 	6/17/2015
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	REPREVE

	 	Japan
	 	Registered
	 	2006-084955
9/12/2006	 	5031613

3/9/2007	 	3/9/2017

3/9/2017
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Japan
	 	Registered
	 	2004-118994	 	4872890	 	6/17/2015
	SORBTEK

	 	 	 	 	 	12/28/2004	 	6/17/2005	 	6/17/2015
	Goods: 022 Synthetic fiber for polyester based fabric
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Japan
	 	Filed
	 	2009-081240	 	 	 	 	 	 
	U TRUST

	 	 	 	 	 	10/27/2009	 	 	 	 	 	 
	Goods: 042 Content authentication and verification programs for yarn and thread
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Mexico
	 	Registered
	 	949488	 	1059496	 	7/22/2018
	4T7

	 	 	 	 	 	7/22/2008	 	8/29/2008	 	7/22/2018
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Mexico
	 	Registered
	 	949489	 	1062248	 	7/22/2018
	4T7 (Stylized)

	 	 	 	 	 	7/22/2008	 	9/24/2008	 	7/22/2018
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Mexico
	 	Registered
	 	741413	 	904577	 	9/26/2015
	A.M.Y.

	 	 	 	 	 	9/26/2005	 	10/24/2005	 	9/26/2015
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 











 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ApplicationNumber	 	RegistrationNumber	 	Next Renewal Date	 	 
	Mark Name	 	Country	 	Status	 	ApplicationDate	 	RegistrationDate	 	ExpirationDate	 	 
	 

	 	Mexico
	 	Registered
	 	741414	 	904578	 	9/26/2015	 	 
	AUGUSTA

	 	 	 	 	 	9/26/2005	 	10/24/2005	 	9/26/2015	 	 
	Goods: 023 Yarn

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Mexico
	 	Registered
	 	741415	 	915970	 	9/26/2015	 	 
	CATCH MOVE RELEASE

	 	 	 	 	 	9/26/2005	 	1/23/2006	 	9/26/2015	 	 
	Goods: 022 Synthetic fiber for polyester based fabric

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Mexico
	 	Filed
	 	1029262	 	 	 	 	 	8/25/2019
	FIBERPRINT

	 	 	 	 	 	8/25/2009	 	 	 	 	 	 	 	 
	Goods: 042 Textile testing through content authentication and verification program for yarn and thread

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Mexico
	 	Registered
	 	741416	 	904,579	 	9/26/2015	 	 
	MicroVista (Stylized)

	 	 	 	 	 	9/26/2005	 	10/24/2005	 	9/26/2015	 	 
	Goods: 022 Textile filaments and textile fibers

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Mexico
	 	Registered
	 	741417	 	904580	 	9/26/2015	 	 
	MYNX

	 	 	 	 	 	9/26/2005	 	10/24/2005	 	9/26/2015	 	 
	Goods: 023 Yarn

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Mexico
	 	Registered
	 	777936	 	932989	 	4/18/2016	 	 
	REFLEXX

	 	 	 	 	 	4/18/2006	 	4/28/2006	 	4/18/2016	 	 
	Goods: 023 Synthetic fiber for polyester based fabric

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Mexico
	 	Registered
	 	843446	 	983352	 	3/20/2017	 	 
	REPREVE

	 	 	 	 	 	3/20/2007	 	4/30/2007	 	3/20/2017	 	 
	Goods: 023 Threads and yarns

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Mexico
	 	Registered
	 	741419	 	908479	 	9/26/2015	 	 
	SATURA & Design

	 	 	 	 	 	9/26/2005	 	11/18/2005	 	9/26/2015	 	 
	Goods: 023 Yarn

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Mexico
	 	Registered
	 	736469	 	907973	 	8/26/2015	 	 
	SEDORA

	 	 	 	 	 	8/26/2005	 	11/16/2005	 	8/26/2015	 	 
	Goods: 023 Yarn







 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ApplicationNumber	 	RegistrationNumber	 	Next Renewal Date	 	 
	Mark Name	 	Country	 	Status	 	ApplicationDate	 	RegistrationDate	 	ExpirationDate	 	 
	 

	 	Mexico
	 	Registered
	 	741420	 	904856	 	9/26/2015	 	 
	SORBTEK

	 	 	 	 	 	9/26/2005	 	10/25/2005	 	9/26/2015	 	 
	Goods: 022 Synthetic fiber for polyester based fabric

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Mexico
	 	Filed
	 	1029260	 	 	 	 	 	8/25/2019
	U TRUST

	 	 	 	 	 	8/25/2009	 	 	 	 	 	 	 	 
	Goods: 042 Textile testing, namely, content authentication and verification program for yarn and thread

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Mexico
	 	Registered
	 	150,693	 	442,683	 	9/20/2012	 	 
	UNIFI

	 	 	 	 	 	9/20/1992	 	9/24/1993	 	9/20/2012	 	 
	Goods: 023 Yarns and threads

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Pakistan
	 	Registered
	 	204668	 	204668	 	1/7/2015	 	 
	A.M.Y.

	 	 	 	 	 	1/7/2005	 	1/7/2005	 	1/7/2015	 	 
	Goods: 023 Yarn

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Pakistan
	 	Filed
	 	271593	 	 	 	 	 	8/27/2019
	FIBERPRINT

	 	 	 	 	 	8/27/2009	 	 	 	 	 	 	 	 
	Goods: 042 Warranty service program for yarn and thread; content authentication and verification program for yarn and thread

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Pakistan
	 	Registered
	 	204667	 	204667	 	1/7/2015	 	 
	MYNX

	 	 	 	 	 	1/7/2005	 	1/7/2005	 	1/7/2015	 	 
	Goods: 023 Yarn

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Pakistan
	 	Registered
	 	204666	 	204666	 	1/7/2015	 	 
	REFLEXX

	 	 	 	 	 	1/7/2005	 	1/7/2005	 	1/7/2015	 	 
	Goods: 023 Yarn

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Pakistan
	 	Filed
	 	204665	 	1/7/2015	 	 	 	 
	SORBTEK

	 	 	 	 	 	1/7/2005	 	 	 	 	 	 	 	 
	Goods: 022 Synthetic fiber for polyester based fabric







 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ApplicationNumber	 	RegistrationNumber	 	Next Renewal Date	 	 
	Mark Name	 	Country	 	Status	 	ApplicationDate	 	RegistrationDate	 	ExpirationDate	 	 
	 

	 	Pakistan
	 	Filed
	 	271594	 	 	 	 	 	8/27/2019
	U TRUST

	 	 	 	 	 	8/27/2009	 	 	 	 	 	 	 	 
	Goods: 042 Warranty service program for yarn and thread; content authentication and verification program for yarn and
thread

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Panama

	 	Registered
	 	162054-01
	 	162054-01	 	6/7/2017	 	 	 	 
	REPREVE

	 	 	 	 	 	6/7/2007	 	6/7/2007	 	6/7/2017	 	 
	Goods: 023 Yarn

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Peru
	 	Registered
	 	254083	 	13023	 	1/31/2015	 	 
	MICROMATTIQUE

	 	 	 	 	 	11/3/1994	 	1/31/2005	 	1/31/2015	 	 
	Goods: 023

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Peru
	 	Registered
	 	254084	 	13392	 	2/14/2015	 	 
	MICROMATTIQUE

	 	 	 	 	 	11/3/1994	 	2/14/1995	 	2/14/2015	 	 
	Goods: 024

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Peru
	 	Registered
	 	254085	 	12758	 	1/24/2015	 	 
	MICROMATTIQUE

	 	 	 	 	 	1/24/2005	 	1/24/2005	 	1/24/2015	 	 
	Goods: 025

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Peru
	 	Registered
	 	308934	 	129306	 	7/26/2017	 	 
	REPREVE

	 	 	 	 	 	3/16/2007	 	7/26/2007	 	7/26/2017	 	 
	Goods: 023 Yarn

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Peru
	 	Registered
	 	245,707	 	011676	 	12/2/2014	 	 
	UNIFI

	 	 	 	 	 	7/1/1994	 	12/2/1994	 	12/2/2014	 	 
	Goods: 023 Yarns and threads

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	South Africa
	 	Registered
	 	2005120285	 	2005/20285	 	9/26/2015	 	 
	A.M.Y.

	 	 	 	 	 	9/26/2005	 	9/26/2005	 	9/26/2015	 	 
	Goods: 023 Yarns and threads, for textile use







 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ApplicationNumber	 	RegistrationNumber	 	Next Renewal Date	 	 
	Mark Name	 	Country	 	Status	 	ApplicationDate	 	RegistrationDate	 	ExpirationDate	 	 
	 

	 	South Africa
	 	Registered
	 	2005120286	 	2005120286	 	9/26/2015	 	 
	CATCH MOVE RELEASE

	 	 	 	 	 	9/26/2005	 	9/26/2005	 	9/26/2015	 	 
	Goods: 022 Synthetic fiber for polyester based fabric

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	South Africa
	 	Registered
	 	2005120287	 	2005/20287	 	9/26/2015	 	 
	MYNX

	 	 	 	 	 	9/26/2005	 	9/26/2005	 	9/26/2015	 	 
	Goods: 023 Yarns and threads, for textile use

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	South Africa
	 	Registered
	 	2005120288	 	2005/20288	 	9/26/2015	 	 
	REFLEXX

	 	 	 	 	 	9/26/2005	 	9/26/2005	 	9/26/2015	 	 
	Goods: 023 Yarns and threads, for textile use

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	South Africa
	 	Registered
	 	2005120289	 	2005/20289	 	9/26/2015	 	 
	SORBTEK

	 	 	 	 	 	9/26/2005	 	9/26/2010	 	9/26/2015	 	 
	Goods: 022 Synthetic fiber for polyester based fabric

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	South Korea
	 	Registered
	 	40-2004-0058271	 	650246	 	2/7/2016	 	 
	A.M.Y.

	 	 	 	 	 	12/24/2004	 	2/7/2006	 	2/7/2016	 	 
	Goods: 023 Spun thread and yarn, colored threads, sewing thread and yarn, semi-synthetic fiber thread and yarn for textile use, regenerated fiber thread
and yarn for textile use, elastic thread and yarn for textile use, threads of plastic materials for textile use, inorganic fiber base mixed thread and
yarn, chemical fiber base mixed

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	South Korea
	 	Registered
	 	40-2005-26536	 	657413	 	4/4/2016	 	 
	CATCH MOVE RELEASE

	 	 	 	 	 	6/10/2005	 	4/4/2006	 	4/4/2016	 	 
	Goods: 022 Synthetic fiber for polyester based fabric

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	South Korea
	 	Registered
	 	40-2005-26534	 	657407	 	4/4/2016	 	 
	CATCH MOVE RELEASE &
Design

	 	 	 	 	 	6/10/2005	 	4/4/2006	 	4/4/2016	 	 
	Goods: 022 Synthetic fiber for polyester based fabric

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	South Korea
	 	Filed
	 	41-2009-19708	 	 	 	 	 	 	 	 
	FIBERPRINT

	 	 	 	 	 	8/25/2009	 	 	 	 	 	 	 	 
	Goods: 042 Warranty service program for yarn and thread; content authentication and verification program for yarn and
thread







 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ApplicationNumber	 	RegistrationNumber	 	Next Renewal Date	 	 
	Mark Name	 	Country	 	Status	 	ApplicationDate	 	RegistrationDate	 	ExpirationDate	 	 
	 

	 	South Korea
	 	Registered
	 	40-2005-25437	 	657406	 	4/4/2016	 	 
	MicroVista (Stylized)

	 	 	 	 	 	6/3/2005	 	4/4/2006	 	4/4/2016	 	 
	Goods: 022 Textile filaments, textile fibers

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	South Korea
	 	Registered
	 	40-2004-0058273	 	650411	 	2/8/2016	 	 
	REFLEXX

	 	 	 	 	 	12/24/2004	 	2/8/2006	 	2/8/2016	 	 
	Goods: 023 Spun thread and yarn, colored threads, sewing thread and yarn, semi-synthetic fiber thread and yarn for textile use, regenerated fiber thread
and yarn for textile use, elastic thread and yarn for textile use, threads of plastic materials for textile use, inorganic fiber base mixed thread and
yarn, chemical fiber base mixed

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	South Korea
	 	Registered
	 	40-2004-0058270	 	642090	 	12/6/2015	 	 
	SORBTEK

	 	 	 	 	 	12/24/2004	 	12/6/2005	 	12/6/2015	 	 
	Goods: 022 Synthetic fiber for polyester based fabric

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	South Korea
	 	Filed
	 	41-2009-19706	 	 	 	 	 	 	 	 
	U TRUST

	 	 	 	 	 	8/25/2009	 	 	 	 	 	 	 	 
	Goods: 042 Warranty service program for yarn and thread; content authentication and verification program for yarn and
thread

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Spain
	 	Registered
	 	2573364	 	2573364	 	12/22/2013	 	 
	FYBERSERV

	 	 	 	 	 	12/22/2003	 	7/13/2004	 	12/22/2013	 	 
	Goods: 035 Customer service information and advice offered through the medium of a website and electronic database

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Spain
	 	Registered
	 	2420948	 	2420948	 	8/13/2011	 	 
	FYBERSERV & Design

	 	 	 	 	 	8/13/2001	 	10/7/2002	 	8/13/2011	 	 
	Goods: 042 Customer service website and database

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Spain
	 	Registered
	 	2420947	 	2420947	 	8/13/2011	 	 
	FYBERSERV STAY 

CONNECTED, MOVE 

AHEAD & Design

	 	 	 	 	 	8/13/2001	 	10/7/2002	 	8/13/2011	 	 
	Goods: 042 Customer service website and database

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Spain
	 	Registered
	 	2420083	 	2420083	 	8/7/2011	 	 
	STAY CONNECTED, MOVE
AHEAD

	 	 	 	8/7/2001	 	9/16/2003	 	8/7/2011	 	 
	Goods: 042 Leasing access time to databases and hosting websites for customers interested in information relating to
the textile industry








 











 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ApplicationNumber	 	RegistrationNumber	 	Next Renewal Date
	Mark Name	 	Country	 	Status	 	ApplicationDate	 	RegistrationDate	 	ExpirationDate
	 
	 
	 	Taiwan	 	Registered	 	93060497	 	1173649	 	9/15/2015
	A.M.Y.
	 	 	 	 	 	12/27/2004	 	9/16/2005	 	9/16/2015
	Goods: 023 Yarn

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Taiwan	 	Registered	 	94027783	 	1198442	 	2/29/2016
	CATCH MOVE RELEASE
	 	 	 	 	 	6/10/2005	 	3/1/2006	 	3/1/2016
	Goods: 022 Synthetic fiber for polyester based fabric
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Taiwan	 	Registered	 	94027784	 	1223508	 	8/15/2016
	CATCH MOVE RELEASE & Design
	 	 	 	 	 	6/10/2005	 	8/16/2006	 	8/16/2016
	Goods: 022 Synthetic fiber for polyester based fabric
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Taiwan	 	Filed	 	98037146	 	 	 	 
	FIBERPRINT
	 	 	 	 	 	8/26/2009	 	 	 	 
	Goods: 042 Content authentication and verification services for yarn and thread products
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Taiwan	 	Registered	 	94026471	 	1204712	 	4/15/2016
	MicroVista (Stylized)
	 	 	 	 	 	6/3/2005	 	4/16/2006	 	4/16/2016
	Goods: 022 Textile filaments and textile fibers
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Taiwan
	 	Registered	 	93060496	 	1173648	 	9/15/2015
	MYNX
	 	 	 	 	 	12/27/2004	 	9/16/2005	 	9/16/2015
	Goods: 023 Yarn

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Taiwan	 	Registered	 	93060495	 	1173647	 	9/15/2015
	REFLEXX
	 	 	 	 	 	12/27/2004	 	9/16/2005	 	9/16/2015
	Goods: 023 Yarn

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Taiwan	 	Registered	 	93060494	 	1173646	 	9/15/2015
	SORBTEK
	 	 	 	 	 	12/27/2004	 	9/16/2005	 	9/16/2015
	Goods: 022 Synthetic fiber for polyester based fabric
	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ApplicationNumber	 	RegistrationNumber	 	Next Renewal Date
	Mark Name	 	Country	 	Status	 	ApplicationDate	 	RegistrationDate	 	ExpirationDate
	 
	 
	 	Taiwan	 	Filed	 	98037144	 	 	 	 
	U TRUST
	 	 	 	 	 	8/26/2009	 	 	 	 
	Goods: 042 Content authentication and verification services for yarn and thread products

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Thailand	 	Registered	 	585908	 	TM235573	 	3/28/2015
	A.M.Y.
	 	 	 	 	 	3/29/2005	 	2/8/2006	 	3/28/2015
	Goods: 023 Yarn

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Thailand	 	Registered	 	593616	 	TM237186	 	6/14/2015
	CATCH MOVE RELEASE
	 	 	 	 	 	6/15/2005	 	3/3/2006	 	6/14/2015
	Goods: 022 Synthetic fiber for polyester based fabric

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Thailand	 	Registered	 	593617	 	TM237043	 	6/14/2015
	CATCH MOVE RELEASE & Design
	 	 	 	 	 	6/15/2005	 	3/3/2006	 	6/14/2015
	Goods: 022 Synthetic fiber for polyester based fabric

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Thailand	 	Filed	 	742144	 	 	 	8/31/2019
	FIBERPRINT
	 	 	 	 	 	9/1/2009	 	 	 	 
	Goods: 042 Warranty service program for yarn and thread; content authentication and verification program for yarn and thread

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Thailand	 	Registered	 	592822	 	TM237185	 	6/7/2015
	MicroVista (Stylized)
	 	 	 	 	 	6/8/2005	 	3/3/2006	 	6/7/2015
	Goods: 022 Textile filaments and textile fibers

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Thailand	 	Registered	 	577955	 	TM231691	 	1/4/2015
	MYNX
	 	 	 	 	 	1/5/2005	 	12/9/2005	 	1/4/2015
	Goods: 023 Yarn

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Thailand	 	Registered	 	577956	 	TM256155	 	1/4/2015
	REFLEXX
	 	 	 	 	 	1/5/2005	 	2/15/2007	 	1/4/2015
	Goods: 023 Yarn







 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ApplicationNumber	 	RegistrationNumber	 	Next Renewal Date
	Mark Name	 	Country	 	Status	 	ApplicationDate	 	RegistrationDate	 	ExpirationDate
	 
	 
	 	Thailand	 	Registered	 	577957	 	TM231692	 	1/4/2015
	SORBTEK
	 	 	 	 	 	1/5/2005	 	12/9/2005	 	1/4/2015
	Goods: 022 Synthetic fiber for polyester based fabric

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Thailand	 	Filed	 	742143	 	 	 	8/31/2019
	U TRUST
	 	 	 	 	 	9/1/2009	 	 	 	 
	Goods: 042 Warranty service program for yarn and thread; content authentication and verification program for yarn and thread

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Turkey	 	Registered	 	2005/45693	 	2005/45693	 	10/31/2015
	A.M.Y.
	 	 	 	 	 	10/21/2005	 	10/21/2005	 	10/21/2015
	Goods: 023 Yarn

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Turkey	 	Registered	 	2005/45694	 	 	 	 
	CATCH MOVE RELEASE
	 	 	 	 	 	10/21/2005	 	 	 	 
	Goods: 022 Synthetic fiber for polyester based fabric

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Turkey	 	Filed	 	2009/45659	 	 	 	8/31/2019
	FIBERPRINT
	 	 	 	 	 	8/26/2009	 	 	 	 
	Goods: 042 Warranty service program for yarn and thread; content authentication and verification program for yarn and thread

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Turkey	 	Registered	 	2005/45695	 	2005/45695	 	10/31/2015
	MYNX
	 	 	 	 	 	10/21/2005	 	10/21/2005	 	10/21/2015
	Goods: 023 Yarn

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Turkey	 	Registered	 	2005/45694	 	 	 	 
	SORBTEK
	 	 	 	 	 	10/21/2005	 	 	 	 
	Goods: 022 Synthetic fiber for polyester based fabric

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Turkey	 	Filed	 	2009/45658	 	 	 	8/31/2019
	U TRUST
	 	 	 	 	 	8/26/2009	 	 	 	 
	Goods: 042 Warranty service program for yarn and thread; content authentication and verification program for yarn and thread







 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ApplicationNumber	 	RegistrationNumber	 	Next Renewal Date
	Mark Name	 	Country	 	Status	 	ApplicationDate	 	RegistrationDate	 	ExpirationDate
	 
	 
	 	United States	 	Registered	 	77/483,567	 	3,693,613	 	10/6/2019
	4T7
	 	 	 	 	 	5/27/2008	 	10/6/2009	 	10/6/2019
	Goods: 023 Yarn

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	United States	 	Filed	 	77/483,561	 	 	 	 
	4T7 (Stylized)
	 	 	 	 	 	5/27/2008	 	 	 	 
	Goods: 023 Yarn

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	United States	 	Registered	 	76/364,872	 	2,738,677	 	7/15/2013
	A.M.Y.
	 	 	 	 	 	1/31/2002	 	7/15/2003	 	7/15/2013
	Goods: 023 Yarn

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	United States	 	Registered	 	78/672,506	 	3,098,266	 	5/30/2016
	AIO
	 	 	 	 	 	7/18/2005	 	5/30/2006	 	5/30/2016
	Goods: 023 Yarn

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	United States	 	Registered	 	78/666,601	 	3,135,416	 	8/29/2016
	aio (Stylized)
	 	 	 	 	 	7/8/2005	 	8/29/2006	 	8/29/2016
	Goods: 023 Yarn

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	United States	 	Registered	 	76/192,695	 	2,737,792	 	7/15/2013
	AUGUSTA
	 	 	 	 	 	1/11/2001	 	7/15/2003	 	7/15/2013
	Goods: 023 Yarn

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	United States	 	Registered	 	78/310,167	 	2,877,731	 	8/24/2014
	AVADA
	 	 	 	 	 	10/7/2003	 	8/24/2004	 	8/24/2014
	Goods: 023 Yarn

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	United States	 	Registered	 	78/670,154	 	3,206,916	 	2/6/2017
	CATCH MOVE RELEASE
	 	 	 	 	 	7/14/2005	 	2/6/2007	 	2/6/2017
	Goods: 022 Synthetic fiber for polyester based fabric







 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ApplicationNumber	 	RegistrationNumber	 	Next Renewal Date
	Mark Name	 	Country	 	Status	 	ApplicationDate	 	RegistrationDate	 	ExpirationDate
	 
	 
	 	United States	 	Registered	 	78/326,706	 	2,897,488	 	10/26/2014
	CIELO
	 	 	 	 	 	11/12/2003	 	10/26/2004	 	10/26/2014
	Goods: 023 Yarn

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	United States	 	Registered	 	76/192,694	 	2,716,285	 	5/13/2013
	ECLYPSE
	 	 	 	 	 	1/11/2001	 	5/13/2003	 	5/13/2013
	Goods: 022 Continuous filament fiber with differential dye looks to be woven or knitted into fabric for men’s and
women’s business attire, upholstery and home furnishings

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	United States	 	Filed	 	77/778,472	 	 	 	 
	FIBERPRINT
	 	 	 	 	 	7/10/2009	 	 	 	 
	Goods: 042 Providing content authentication and verification services for yarn and thread

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	United States	 	Registered	 	76/207,014	 	2,856,270	 	6/22/2014
	FYBERSERV
	 	 	 	 	 	2/6/2001	 	6/22/2004	 	6/22/2014
	Goods: 035 Customer service information and advice offered through the medium of a website and electronic database
in the textiles industry

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	United States	 	Registered	 	76/215,860	 	2,806,981	 	1/20/2014
	FYBERSERV & Design
	 	 	 	 	 	2/26/2001	 	1/20/2004	 	1/20/2014
	Goods: 035 Customer service information and advice offered through the medium of a website and electronic database
in the textiles industry

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	United States	 	Registered	 	76/216,640	 	2,936,585	 	3/29/2015
	FYBERSERV STAY CONNECTED, MOVE AHEAD & Design
	 	2/26/2001	 	3/29/2005	 	3/29/2015
	Goods: 035 Customer service information and advice offered through the medium of a website and electronic database
in the textiles industry

	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	United States	 	Registered	 	78/310,163	 	2,877,729	 	8/24/2014
	INHIBIT
	 	 	 	 	 	10/7/2003	 	8/24/2004	 	8/24/2014
	Goods: 023 Yarn








 











 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Application Number	 	 	Registration Number	 	Next Renewal Date
	Mark Name	 	Country	 	Status	 	Application Date	 	 	Registration Date	 	Expiration Date
	 
	 

	 	United States
	 	Registered
	 	78/310,166
	 	 	2,877,730	 	 	8/24/2014
	MERANO

	 	 	 	 	 	10/7/2003
	 	 	8/24/2004	 	 	8/24/2014
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	United States
	 	Registered
	 	76/358,700
	 	 	2,757,202	 	 	8/26/2013
	MicroVista (Stylized)

	 	 	 	 	 	1/14/2002
	 	 	8/26/2003	 	 	8/26/2013
	Goods: 022 Textile filaments and textile fibers	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	United States
	 	Registered
	 	78/310,162
	 	 	2,947,770	 	 	5/10/2015
	MYNX

	 	 	 	 	 	10/7/2003
	 	 	5/10/2005	 	 	5/10/2015
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	United States
	 	Registered
	 	76/192,696
	 	 	2,595,801	 	 	7/16/2012
	NOVVA

	 	 	 	 	 	1/11/2001
	 	 	7/16/2002	 	 	7/16/2012
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	United States
	 	Registered
	 	76/367,131
	 	 	2,744,440	 	 	7/29/2013
	PROVIDING INNOVATIVE FIBERS AND COMPETITIVE SOLUTIONS	 	 	2/4/2002	 	 	7/29/2003 7/29/2013
	Goods: 035 Business marketing services in the textile industry	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	United States
	 	Registered
	 	78/310,160
	 	 	2,877,728	 	 	8/24/2014
	REFLEXX

	 	 	 	 	 	10/7/2003
	 	 	8/24/2004	 	 	8/24/2014
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	United States
	 	Registered
	 	76/192,693
	 	 	2,691,497	 	 	2/25/2013
	REPREVE

	 	 	 	 	 	1/11/2001
	 	 	2/25/2003	 	 	2/25/2013
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	United States
	 	Filed
	 	85/055,863	 	 	 	 	 	 
	REPREVE

	 	 	 	 	 	6/7/2010	 	 	 	 	 	 
	Goods: 040 Production, treatment and refinement of biofuels for others
	             
042 Scientific research and consultation services in the field of biofuels






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	ApplicationNumber	 	 	RegistrationNumber	 	Next Renewal Date	 	 
	Mark Name	 	Country	 	Status	 	 	ApplicationDate	 	 	RegistrationDate	 	ExpirationDate	 	 
	 
	 

	 	United States
	 	Filed
	 	 	85/011,398	 	 	 	 	 	 	 	 	 
	SATURA

	 	 	 	 	 	 	4/12/2010	 	 	 	 	 	 	 	 	 
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	United States
	 	Registered
	 	 	78/331,625	 	 	 	2,897,506	 	 	10/26/2014	 	 
	SATURA & Design

	 	 	 	 	 	 	11/21/2003	 	 	 	10/26/2004	 	 	10/26/2014	 	 
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	United States
	 	Registered
	 	 	78/686,681	 	 	 	3.152,281	 	 	10/3/2016	 	 
	SEDORA

	 	 	 	 	 	 	8/5/2005	 	 	 	10/3/2006	 	 	10/3/2016	 	 
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	United States
	 	Registered
	 	 	75/928,744	 	 	 	2,777,116	 	 	10/28/2013	 	 
	SORBTEK

	 	 	 	 	 	 	2/25/2000	 	 	 	10/28/2003	 	 	10/28/2013	 	 
	Goods: 022 Synthetic fiber for polyester based fabric	 	 
	 
	 

	 	United States
	 	Registered
	 	 	76/206,638	 	 	 	2,802,860	 	 	1/6/2014	 	 
	STAY CONNECTED, MOVE AHEAD	 	 	 	 	2/7/2001	 	 	 	1/6/2004	 	 	1/6/2014	 	 
	Goods: 035 Customer service information and advice relating to the applicant’s textile products all via the Internet
	 
	 

	 	United States
	 	Registered
	 	 	76/192,692	 	 	 	2,716,284	 	 	5/13/2013	 	 
	SULTRA

	 	 	 	 	 	 	1/11/2001	 	 	 	5/13/2003	 	 	5/13/2013	 	 
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	United States
	 	Registered
	 	 	78/310,157	 	 	 	2,877,727	 	 	8/24/2014	 	 
	TEXTRA

	 	 	 	 	 	 	10/7/2003
	 	 	 	8/24/2004	 	 	8/24/2014	 
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	United States
	 	Filed
	 	 	77/778,467	 	 	 	 	 	 	 	 	 
	U TRUST

	 	 	 	 	 	 	7/10/2009	 	 	 	 	 	 	 	 	 
	Goods: 042 Providing content authentication and verification services for yarn and thread






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Application Number	 	 	Registration Number	 	Next Renewal Date	 
	Mark Name	 	Country	 	Status	 	 	Application Date	 	 	Registration Date	 	Expiration Date	 	 
	 
	 

	 	United States
	 	Registered
	 	 	74/261,913	 	 	 	1,872,523	 	 	1/10/2015	 	 
	UNIFI

	 	 	 	 	 	 	4/2/1992	 	 	 	1/10/1995	 	 	1/10/2015	 	 
	Goods: 023 Yarns and threads formed of natural and/or synthetic fibers, but excluding glass
	 
	 

	 	United States
	 	Registered
	 	 	74/261,912	 	 	 	2,161,151	 	 	6/2/2018	 	 
	UNIFI (Stylized)

	 	 	 	 	 	 	4/2/1992	 	 	 	6/2/1998	 	 	6/2/2018	 	 
	Goods: 023 Yarns
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Uruguay
	 	Registered
	 	 	256316	 	 	 	256316	 	 	7/9/2013	 	 
	MICROMATTIQUE

	 	 	 	 	 	 	8/27/1992	 	 	 	7/9/1993	 	 	7/9/2013	 	 
	Goods: 024
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	             025
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Venezuela
	 	Registered
	 	 	16276-94	 	 	 	P-187904	 	 	2/9/2016	 	 
	MICROMATTIQUE

	 	 	 	 	 	 	12/6/1994	 	 	 	2/9/1996	 	 	2/9/2016	 	 
	Goods: 024
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	             025
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Venezuela
	 	Registered
	 	 	16325-94	 	 	 	P-187923	 	 	2/9/2016	 	 
	MICROMATTIQUE

	 	 	 	 	 	 	12/7/1994	 	 	 	2/9/1996	 	 	2/9/2016	 	 
	Goods: 023
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Vietnam
	 	Registered
	 	 	4-2005-02289	 	 	 	77270	 	 	3/4/2015	 	 
	A.M.Y. & Design (in color)	 	 	 	 	3/4/2005	 	 	 	11/24/2006	 	 	3/4/2015	 	 
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Vietnam
	 	Filed
	 	 	4-2009-18970	 	 	 	 	 	 	9/7/2019	 	 
	FIBERPRINT

	 	 	 	 	 	 	9/7/2009	 	 	 	 	 	 	 	 	 
	Goods: 042 Authentication and verification programs (content certification services) for yarn and thread	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Vietnam
	 	Registered
	 	 	4-2005-02286	 	 	 	77267	 	 	3/4/2015	 	 
	MYNX

	 	 	 	 	 	 	3/4/2005	 	 	 	11/24/2006	 	 	3/4/2015	 	 
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Application Number	 	 	Registration Number	 	Next Renewal Date	 	 
	Mark Name	 	Country	 	Status	 	 	Application Date	 	 	Registration Date	 	Expiration Date	 	 
	 
	 

	 	Vietnam
	 	Registered
	 	 	4-2005-02287	 	 	 	77268	 	 	3/4/2015	 	 
	REFLEXX

	 	 	 	 	 	 	3/4/2005	 	 	 	11/24/2006	 	 	3/4/2015	 	 
	Goods: 023 Yarn
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Vietnam
	 	Registered
	 	 	4-2005-02288	 	 	 	77269	 	 	3/4/2015	 	 
	SORBTEK

	 	 	 	 	 	 	3/4/2005	 	 	 	11/24/2006	 	 	3/4/2015	 	 
	Goods: 022 Synthetic fiber for polyester based fabric	 	 
	 
	 

	 	Vietnam
	 	Filed
	 	 	4-2009-18971	 	 	 	 	 	 	9/7/2019	 	 
	U TRUST

	 	 	 	 	 	 	9/7/2009	 	 	 	 	 	 	 	 	 
	Goods: 042 Authentication and verification programs (content certification services) for yarn and thread	 	 






Licensed Patents, Trademarks and Copy Rights



DuPont Licensed Trademarks and Patents as set forth in its Licensed Fiber Processor Agreement with
Unifi, dated May 7, 1999 (for Coolmax, Coolmax Alta and Thermastat), the Technology Cross-License
Agreement with Unifi, effective June 1, 2000, and the Invista S.r.l. POY Intellectual Property
License Agreement with Unifi, effective September 30, 2004 (for Softec, Vibrance and Dacron), as
well as other Dupont Technical Information provided the said agreements.



Licensed patents, trademarks and copy rights that the Borrowers have the right to use due to the
purchase of products and/or services from their various vendors and suppliers.








 









 








SCHEDULE 2(a)(iv)




COMMERCIAL TORT CLAIMS



None





 











 





SCHEDULE 4(a)(i)

CHIEF EXECUTIVE OFFICE/PRINCIPAL PLACE OF BUSINESS/EXACT LEGAL NAME

STATE OF FORMATION




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	State ID	 	 	State of	 	 	Date of	 	 	 	 
	Legal Name	 	EIN	 	 	Number	 	 	Formation	 	 	Formation	 	 	Ownership	 
	 	 	 	 	Domestic Entities:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	 	 	Unifi, Inc.
	 	 		 	 	 		 	 		 	 		 	 	
	 	 	 	 	7201 W Friendly Avenue
	 	 	11-2165495	 	 	N/A	 	NY	 	 	 	 	1/8/1969	 	 	Ultimate Parent	 	 
	 	 	 	 	Greensboro, NC 27410
	 	 	 	 	 	 	152807 (NC)	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2	 	 	Unifi Manufacturing, Inc.
	 	 		 	 	 		 	 		 	 		 	 	
	 	 	 	 	7201 W Friendly Avenue

Greensboro, NC 27410
	 	 	56-2001082	 	 	 	411480	 	 	NC	 	 	 	 	11/25/1996	 	 	100% - Inc	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	3	 	 	Unifi Sales & Distribution, Inc.
	 	 		 	 	 		 	 		 	 		 	 	
	 	 	 	 	7201 W Friendly Avenue

Greensboro, NC 27410
	 	 	56-2001079	 	 	 	411509	 	 	NC	 	 	 	 	11/25/1996	 	 	100% - Inc	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	4	 	 	Spanco International, Inc.
	 	 		 	 	 		 	 		 	 	 	 	 	
	 	 	 	 	7201 W Friendly Avenue

Greensboro, NC 27410
	 	 	56-1861046	 	 	 	335876	 	 	NC	 	 	 	 	 	 	 	100% - UMI	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	5	 	 	Unimatrix Americas, LLC
	 	 		 	 	 		 	 		 	 		 	 	
	 	 	 	 	7201 W Friendly Avenue

Greensboro, NC 27410
	 	 	86-1091016	 	 	 	693371	 	 	NC	 	 	 	 	10/2/2003	 	 	100% - UMI	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	6	 	 	Unifi Equipment Leasing, LLC
	 		 	 		 	 		 	 		 	 	
	 	 	 	 	(f/k/a Unifi Kings Mountain

7201 W Friendly Avenue

Greensboro, NC 27410
	 	 	Appl Not Filed	 	 	 	840276	 	 	NC	 	 	 	 	4/12/2006	 	 	100% - UMI	 	 
	 	 	 	 	 
	 	 		 	 	 		 	 		 	 	 	 		 	 		 	 
	 	7	 	 	Unifi Textured Polyester, LLC
	 	 		 	 	 		 	 		 	 		 	 	
	 	 	 	 	7201 W Friendly Avenue

Greensboro, NC 27410
	 	 	56-2085603	 	 	 	457283	 	 	NC	 	 	 	 	4/23/1998	 	 	100% - UMI	 	 






ALL BOOKS AND RECORDS ARE MAINTAINED AT THE UNIFI, INC. CORPORATE HEADQUARTERS AT 7201 W.
FRIENDLY AVENUE, GREENSBORO, GUILFORD COUNTY, NORTH CAROLINA, 27410, P.O. BOX 19109, GREENSBORO,
NC 27419








 









 








SCHEDULE 4(a)(ii)




NAME CHANGES/CHANGES IN

CORPORATE STRUCTURE/TRADE NAMES


None, except as set forth on Schedule 4(a)(i) or Schedule 1(b)








 









 








SCHECULE 4(b)




LOCATIONS OF COLLATERAL



	 	 	 	 	 	 	 
	 	 	Inventory/Equipment	 	Owned (“O”)	 	 
	Owner’s	 	at Location	 	or	 	 
	Name	 	Yes (“Y) No (“N”)	 	Leased (“L”)	 	Property Address
	 
	Unifi, Inc.
	 	Y	 	O	 	Corporate Offices
	 
	 	 	 	 	 	7201 West Friendly Avenue
	 
	 	 	 	 	 	Greensboro, NC  27410
	 
	 	 	 	 	 	 
	Unifi Manufacturing, Inc.:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Y	 	O	 	Yadkinville–T1 & T2
	 
	 	 	 	 	 	& Warehouses W-1 & W-2
	 
	 	 	 	 	 	601 East Main Street
	 
	 	 	 	 	 	Yadkinville, NC  27055
	 
	 	 	 	 	 	 
	 
	 	Y	 	O	 	Yadkinville – T5 & F1
	 
	 	 	 	 	 	1641 Shacktown Road
	 
	 	 	 	 	 	Yadkinville, NC  27055
	 
	 	 	 	 	 	 
	 
	 	Y	 	O	 	Topsider Warehouse
	 
	 	 	 	 	 	(Recycling Center)
	 
	 	 	 	 	 	180 Beroth Drive
	 
	 	 	 	 	 	Yadkinville, NC 27055
	 
	 	 	 	 	 	 
	 
	 	Y	 	O	 	Lynch Property (guest house)
	 
	 	 	 	 	 	603 East Main Street
	 
	 	 	 	 	 	Yadkinville, NC  27055
	 
	 	 	 	 	 	 
	 
	 	Y	 	O	 	Reidsville – Plant 4
	 
	 	 	 	 	 	2920 Vance Street Ext.
	 
	 	 	 	 	 	Reidsville, NC  27320
	 
	 	 	 	 	 	 
	 
	 	Y	 	L	 	Mayodan – Plant 15
	 
	 	 	 	 	 	271 Cardwell Road
	 
	 	 	 	 	 	Mayodan, NC  27027
	 
	 	 	 	 	 	 
	 
	 	Y	 	O	 	Madison – Plant 3 & Warehouse
	 
	 	 	 	 	 	805 Island Drive
	 
	 	 	 	 	 	Madison, NC  27025
	 
	 	 	 	 	 	 
	 
	 	Y	 	O	 	Decatur Street Warehouse
	 
	 	 	 	 	 	713 W. Decatur Street
	 
	 	 	 	 	 	Madison, NC 27025
	 
	 	 	 	 	 	 
	 
	 	Y	 	O	 	Central Distribution Center
	 
	 	 	 	 	 	Houston Loop Road
	 
	 	 	 	 	 	Fort Payne, Alabama  35968
	 
	 	 	 	 	 	 
	 
	 	Y	 	L	 	Cooleemee Warehouse
	 
	 	 	 	 	 	314 South Main Street
	 
	 	 	 	 	 	Cooleemee, NC 27014
	 
	 	 	 	 	 	 






 









 





Entities having possession of inventory or equipment

other than the Company or its Subsidiaries




	 	 	 

	CONSIGNMENT LOCATION
	 	Fibretrade Canada, Inc.
	 
	 	925 McCaffrey
	 
	 	St. Laurent, Quebec
	 
	 	Canada
	 
	 	 
	COMMISSIONING LOCATIONS
	 	Warp Development Corp.
	 
	 	100 Bivens Road
	 
	 	Monroe, NC 28110
	 
	 	 
	 
	 	American Yarn, LLC
	 
	 	1305 Graham Street
	 
	 	Burlington, NC 27523
	 
	 	 
	WAREHOUSE LOCATIONS
	 	Cooleemee Warehouse
	 
	 	Cooleemee Partners, LLC
	 
	 	314 South Main Street
	 
	 	Cooleemee, NC 27014
	 
	 	 
	 
	 	Blackhawk Logistics, LLC
	 
	 	5801 North Rhett Ext.
	 
	 	Hanahan, SC 29406
	 
	 	 
	 
	 	Globe Con Freight Systems, Inc.
	 
	 	18420 South Broadwick Street, PR3
	 
	 	Rancho Dominguez, California 90220
	 
	 	 






 












 








Exhibit C to First Amendment to Amended and Restated Credit Agreement,

Amended and Restated Security Agreement and Pledge Agreement





 











 





EXHIBIT C




Schedule 2(a)

to

Pledge Agreement

dated as of May 26, 2006, as amended,

in favor of Bank of America, N.A.,

as Agent




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Percentage of Interest
	Name of Subsidiary	 	Number of Shares	 	Certificate Number	 	Pledged/Pledgor
	Unifi Manufacturing, Inc.
	 	 	1,000	 	 	 	1	 	 	100% - Unifi, Inc.
	Unifi Sales & Distribution, Inc.
	 	 	1,000	 	 	 	1	 	 	100% - Unifi, Inc.
	Unifi International Service, Inc. (Dissolved)
	 	 	500	 	 	 	2	 	 	100% - Unifi, Inc.
	Charlotte Technology Group, Inc. (Dissolved)
	 	 	9,828,000	 	 	 	1	 	 	 
	 
	 	 	21,996	 	 	 	16	 	 	 	 	 
	 
	 	(Total: 9,849,996)	 	 	 	 	 	100% - Unifi Sales & Distribution, Inc.
	UTG Shared Services, Inc. (Dissolved)
	 	 	10	 	 	 	1	 	 	100% - Charlotte Technology Group, Inc.
	Spanco International, Inc.
	 	 	100	 	 	 	2	 	 	100% - Spanco Industries, Inc.
	Spanco Industries, Inc. (Dissolved)
	 	 	100	 	 	 	2	 	 	100% Unifi Manufacturing, Inc.
	Unifi Latin America, S.A.
	 	 	213,944	 	 	 	1	 	 	 
	 
	 	 	567,796	 	 	 	6	 	 	 	 	 
	 
	 	 	144,264	 	 	 	8	 	 	 	 	 
	 
	 	 	159,816	 	 	 	10	 	 	 	 	 
	 
	 	 	492,657	 	 	 	11	 	 	 	 	 
	 
	 	(Total: 1,578,477)	 	 	 	 	 	67.3% - Spanco International, Inc.







(uncertificated entities):




	 	 	 	 	 
	 	 	Percentage of Interest
	Name of Subsidiary	 	Pledged/Pledgor
	Unifi Yarns Mexico, S. de RL de CV
	 	0.01% INC
	 
	 	99.99% UMI
	Unifi Equipment Leasing, LLC
	 	100% UMI
	Unifi Manufacturing Virginia, LLC (Dissolved)
	 	95% Unifi, Inc.
	 
	 	5% Unifi Manufacturing, Inc.
	 
	 	95% Unifi, Inc.
	Unifi Export Sales, LLC (Dissolved)
	 	5% Unifi Manufacturing, Inc.
	Glentouch Yarn Company, LLC (Dissolved)
	 	100% Unifi, Inc.
	Unifi Textured Polyester, LLC
	 	100% Unifi, Inc.
	Unifi Kinston, LLC
	 	100% Unifi, Inc.
	 
	 	100% Unifi Sales &
	Unifi Technical Fabrics, LLC (Dissolved)
	 	Distribution, Inc.
	Unifi Holding 1 B.V.
	 	100% Unifi, Inc.
	UniMatrix Americas, LLC
	 	100% Unifi Manufacturing, Inc.
	Unifi do Brasil, LTA
	 	99.99% Unifi, Inc.
	 
	 	0.01% Unifi Manufacturing, Inc.
	Parkdale America, LLC
	 	34% Unifi Manufacturing, Inc.








Provided, however, that with respect to the Membership Interests of any Borrower in
Parkdale America, LLC, the pledge thereof shall be subject to requirements and limitations
set forth in that certain Limited Consent to Permit Encumbrance of Membership Interest for
Collateral Security Purposes, dated as of May 15, 2006, among Unifi Manufacturing Inc.,
Parkdale Mills Incorporated, the Agent and the Trustee.



 









 





Exhibit 4(a)

to

Pledge Agreement

dated as of May__, 2006, as amended,

in favor of Bank of America, N.A.,

as Agent




Irrevocable Stock Power




     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to the following
shares of capital stock of _____________________, a ____________ corporation:



	 	 	 

	No. of Shares

	 	Certificate No.
	 
	 	 




and irrevocably appoints ________________________ its agent and attorney-in-fact to transfer all or
any part of such capital stock or equity interest and to take all necessary and appropriate action
to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more
persons to act for him.




_______________,

a ______________ [corporation]




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title: