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