REGISTRATION RIGHTS AGREEMENT Dated as of May 26, 2006 by and among Unifi, Inc. as Issuer The Guarantors Named Herein and Lehman Brothers Inc. Banc of America Securities LLC as the Initial PurchasersRegistration Rights Agreement • September 8th, 2006 • Unifi Inc • Textile mill products • New York
This Registration Rights Agreement (this “Agreement”) is dated as of May 26, 2006 by and among Unifi, Inc., a New York corporation (the “Company”), the subsidiaries listed on Schedule A attached hereto (the “Guarantors”) and Lehman Brothers Inc. and Banc of America Securities LLC (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 11 1/2% Senior Secured Notes due 2014 (the “Notes”) pursuant to the Purchase Agreement (as defined below).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 26, 2006 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 BorrowersCredit Agreement • September 8th, 2006 • Unifi Inc • Textile mill products • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 26, 2006 (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” or the “Administrative 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 listed on the signature pages 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
GRANT OF SECURITY INTEREST IN PATENT RIGHTSSecurity Interest in Patent Rights • September 8th, 2006 • Unifi Inc • Textile mill products
This GRANT OF SECURITY INTEREST IN PATENT RIGHTS (“Agreement”), effective as of May 26, 2006 is made by UNIFI, INC., a New York corporation, located at 7201 West Friendly Avenue, Greensboro, NC 27410 (the “Issuer”), in favor of U.S. Bank National Association, located at 60 Livingston Avenue, St. Paul, MN 55107, as collateral agent (the “Agent”) in connection with the Indenture, dated as of May 26, 2006 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among the Issuer, the guarantors party thereto and the Agent, as trustee.
PLEDGE AGREEMENTPledge Agreement • September 8th, 2006 • Unifi Inc • Textile mill products • New York
THIS PLEDGE AGREEMENT (this “Pledge Agreement”) is entered into as of May 26, 2006, by and among UNIFI, INC., a New York corporation (the “Parent”), each of the Domestic Subsidiaries of the Parent from time to time party hereto (together with the Parent, individually a “Borrower” and collectively, the “Borrowers”) (hereinafter the Borrowers are collectively referred to as the “Pledgors” and individually, as a “Pledgor”) and BANK OF AMERICA, N.A., in its capacity as Administrative Agent under the Credit Agreement referred to below (in such capacity, the “Agent”) for the several banks and other financial institutions as may from time to time become parties to such Credit Agreement (individually a “Lender” and collectively, the “Lenders”).
INDENTURE Dated as of May 26, 2006 11 1/2% SENIOR SECURED NOTES DUE 2014Supplemental Indenture • September 8th, 2006 • Unifi Inc • Textile mill products • New York
INDENTURE dated as of May 26, 2006 among UNIFI, INC., a New York corporation (the “Company”), the guarantor entities listed on the signature pages hereto (the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as trustee (the “Trustee”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • September 8th, 2006 • Unifi Inc • Textile mill products • New York
This INTERCREDITOR AGREEMENT (this “Agreement”), is dated as of May 26, 2006, and entered into by and among Unifi, Inc. (the “Company”), the domestic subsidiaries of the Company listed on the signature pages hereof (together with any subsidiary that becomes a party hereto after the date hereof, the “Company Subsidiaries”), Bank of America, N.A., in its capacity as administrative agent under the SCF Credit Agreement, including its successors and assigns from time to time (the “SCF Agent”), and U.S. Bank National Association, in its capacity as trustee and collateral agent under the Indenture, including its successors and assigns from time to time (in such capacities, the “Notes Agent”). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.
GRANT OF SECURITY INTEREST IN TRADEMARK RIGHTSIn Trademark Rights • September 8th, 2006 • Unifi Inc • Textile mill products
This GRANT OF SECURITY INTEREST IN PATENT RIGHTS (“Agreement”), effective as of May 26, 2006 is made by UNIFI, INC., a New York corporation, located at 7201 West Friendly Avenue, Greensboro, NC 27410 (the “Obligor”), in favor of BANK OF AMERICA, N.A with an office at 300 Galleria Parkway, Suite 800, Atlanta, Georgia 30339, as administrative agent for the Lenders referred to below (in its capacity as administrative agent, the “Agent”), in connection with the Amended and Restated Credit Agreement, dated as of May 26, 2006 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), among the Obligor, the subsidiaries of the Obligor from time to time party thereto (together with the Obligor, each. a “Borrower” and collectively, the “Borrowers”), the financial institutions from time to time party thereto (the “Lenders”) and the Agent.
GRANT OF SECURITY INTEREST IN TRADEMARK RIGHTSSecurity Interest in Trademark Rights • September 8th, 2006 • Unifi Inc • Textile mill products
This GRANT OF SECURITY INTEREST IN TRADEMARK RIGHTS (“Agreement”), effective as of May 26, 2006 is made by UNIFI, INC., a New York corporation, located at 7201 West Friendly Avenue, Greensboro, NC 27410 (the “Issuer”), in favor of U.S. Bank National Association, located at 60 Livingston Avenue, St. Paul, MN 55107, as collateral agent (the “Agent”) in connection with the Indenture, dated as of May 26, 2006 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among the Issuer, the guarantors party thereto and the Agent, as trustee.
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • September 8th, 2006 • Unifi Inc • Textile mill products • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Security Agreement”) is entered into as of May 26, 2006, by and among UNIFI, INC., a New York corporation (the “Parent”), each of the Domestic Subsidiaries of the Parent from time to time party hereto (together with the Parent, individually a “Borrower” and collectively, the “Borrowers”) ((hereinafter the Borrowers are collectively referred to as the “Obligors” and individually, as an “Obligor”), and BANK OF AMERICA, N.A., in its capacity as Agent under the Credit Agreement referred to below (in such capacity, the “Agent”) for the several banks and other financial institutions as may from time to time become parties to such Credit Agreement (individually a “Lender” and collectively, the “Lenders”).
GRANT OF SECURITY INTEREST IN PATENT RIGHTSIn Patent Rights • September 8th, 2006 • Unifi Inc • Textile mill products
This GRANT OF SECURITY INTEREST IN PATENT RIGHTS (“Agreement”), effective as of May 26, 2006 is made by UNIFI, INC., a New York corporation, located at 7201 West Friendly Avenue, Greensboro, NC 27410 (the “Obligor”), in favor of BANK OF AMERICA, N.A with an office at 300 Galleria Parkway, Suite 800, Atlanta, Georgia 30339, as administrative agent for the Lenders referred to below (in its capacity as administrative agent, the “Agent”), in connection with the Amended and Restated Credit Agreement, dated as of May 26, 2006 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), among the Obligor, the subsidiaries of the Obligor from time to time party thereto (together with the Obligor, each. a “Borrower” and collectively, the “Borrowers”), the financial institutions from time to time party thereto (the “Lenders”) and the Agent.
DEPOSIT ACCOUNT CONTROL AGREEMENTDeposit Account Control Agreement • September 8th, 2006 • Unifi Inc • Textile mill products • New York
This Agreement is entered into as of May 26, 2006, among Unifi Kinston, LLC (“Company”), Bank of America, N.A. (“Lender”), as agent for itself and the financial institutions party thereto from time to time as lenders (“Agent”), under that certain Amended and Restated Credit Agreement (as amended, restated, supplemented, modified, replaced or refinanced from time to time, the “Credit Agreement”), dated as of May 26, 2006, among Unifi, Inc. (the “Parent”) and certain of its domestic subsidiaries, including, without limitation, the Company, as borrowers, such lenders and the Lender, in its capacity as Agent, and Bank of America, N.A. (“Bank”) with respect to the following:
SECURITY AGREEMENTSecurity Agreement • September 8th, 2006 • Unifi Inc • Textile mill products • New York
THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of May 26, 2006, by and among UNIFI, INC., a New York corporation (the “Parent”), each of the Domestic Subsidiaries of the Parent from time to time party hereto (each a “Guarantor” and collectively, the “Guarantors”) ((hereinafter the Parent and Guarantors are collectively referred to as the “Obligors” and individually, as an “Obligor”), and U.S. BANK NATIONAL ASSOCIATION, in its capacity as indenture trustee under the Indenture referred to below for the holders of notes issued pursuant to the Indenture (individually a “Holder” and collectively, the “Holders”) as pledgee, assignee and secured party (in such capacities and together with any successors in such capacity, the “Collateral Agent”).
DEPOSIT ACCOUNT CONTROL AGREEMENTDeposit Account Control Agreement • September 8th, 2006 • Unifi Inc • Textile mill products • New York
This Agreement is entered into as of May 26, 2006, among Unifi Manufacturing, Inc. (“Company”), Bank of America, N.A. (“Lender”), as agent for itself and the financial institutions party thereto from time to time as lenders (“Agent”), under that certain Amended and Restated Credit Agreement (as amended, restated, supplemented, modified, replaced or refinanced from time to time, the “Credit Agreement”), dated as of May 26, 2006, among Unifi, Inc. (the “Parent”) and certain of its domestic subsidiaries, including, without limitation, the Company, as borrowers, such lenders and the Lender, in its capacity as Agent, and Bank of America, N.A. (“Bank”) with respect to the following:
PLEDGE AGREEMENTPledge Agreement • September 8th, 2006 • Unifi Inc • Textile mill products • New York
THIS PLEDGE AGREEMENT (this “Pledge Agreement”) is entered into as of May 26, 2006, by and among UNIFI, INC., a New York corporation (the “Parent” or the “Issuer”), each of the Domestic Subsidiaries of the Parent from time to time party hereto (each a “Guarantor” and collectively, the “Guarantors”) (hereinafter the Parent and the Guarantors are collectively referred to as the “Pledgors” and individually, as a “Pledgor”) and U.S. BANK NATIONAL ASSOCIATION, in its capacity as indenture trustee under the Indenture referred to below for the holders of notes issued pursuant to the Indenture (individually a “Holder” and collectively, the “Holders”) as pledgee, assignee and secured party (in such capacities and together with any successors in such capacity, the “Collateral Agent”).
