EXHIBIT (10j)
THIRD AMENDMENT
THIS THIRD AMENDMENT (this "Amendment"), dated as of December ___, 2003 is
by and among UNIFI, INC., a New York corporation (the "Parent"), certain
Subsidiaries of the Parent (each a "Borrower", and collectively with the Parent,
the "Borrowers"), THE PERSONS IDENTIFIED AS THE LENDERS ON THE SIGNATURE PAGES
HERETO (the "Lenders"), and BANK OF AMERICA, N.A., as Agent for the Lenders (the
"Agent").
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement dated as of December 7, 2001, as
amended by that certain Reallocation Amendment and Assignment dated as of
January 1, 2003, that certain Second Amendment dated as of August 6, 2003 and as
further amended from time to time (the "Existing Credit Agreement") among the
Borrowers, the Lenders and the Agent, the Existing Lenders have extended
commitments to make certain credit facilities available to the Borrowers;
WHEREAS, the parties hereto have agreed to amend the Existing Credit
Agreement as set forth herein.
NOW, THEREFORE, in consideration of the agreements herein contained and
other good and valuable consideration, the parties hereby agree as follows:
PART I
DEFINITIONS
SUBPART 1.1. Certain Definitions. Unless otherwise defined herein or the
context otherwise requires, the following terms used in this Amendment,
including its preamble and recitals, have the following meanings:
"Amended Credit Agreement" means the Existing Credit Agreement as
amended hereby.
"Third Amendment Effective Date" shall have the meaning set forth in
Subpart 4.1.
SUBPART 1.2. Other Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Amendment, including its preamble
and recitals, have the meanings provided in the Amended Credit Agreement.
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PART II
AMENDMENTS TO EXISTING CREDIT AGREEMENT
SUBPART 2.1. Amendment to Section 7.12. Effective on (and subject to the
occurrence of) the Third Amendment Effective Date, Section 7.12 of the Existing
Credit Agreement is hereby amended by adding the following clause to the end of
such Section, "...and Guaranties of another Borrower in favor of suppliers
and/or vendors of Unimatrix Americas, LLC, 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."
SUBPART 2.2. Amendment to Section 7.13. Effective on (and subject to the
occurrence of) the Third Amendment Effective Date, Section 7.13 of the Existing
Credit Agreement is hereby amended by adding the following clause (i) to the end
of the first sentence of such Section, "...and (i) Debt in the form of
Guaranties permitted by Section 7.12 hereof."
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1. Third Amendment Effective Date. This Amendment shall be and
become effective as of the date hereof when all of the conditions set forth in
this Part IV shall have been satisfied (the "Third Amendment Effective Date"),
and thereafter this Amendment shall be known, and may be referred to, as "Third
Amendment."
SUBPART 3.2. Execution of Counterparts of Amendment. The Agent shall have
received counterparts of this Amendment, which collectively shall have been duly
executed on behalf of each of the Borrowers, the Agent and the Majority Lenders.
SUBPART 3.3. Fees and Expenses. The Borrowers shall have paid all fees and
expenses of the Agent and the Lenders in connection with this Amendment and the
extensions of credit hereunder.
PART IV
MISCELLANEOUS
SUBPART 4.1. Cross-References. References in this Amendment to any Part or
Subpart are, unless otherwise specified, to such Part or Subpart of this
Amendment.
SUBPART 4.2. References in Other Credit Documents. At such time as this
Amendment shall become effective pursuant to the terms of Subpart 3.1, all
references in the Existing Credit Agreement to the "Credit Agreement" and all
references in the other Loan Documents to the "Credit Agreement" shall be deemed
to refer to the Amended Credit Agreement.
SUBPART 4.3. Representations and Warranties of the Borrower. Each Borrower
hereby represents and warrants that (a) the conditions precedent to the initial
Loans were satisfied as of
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the Closing Date, (b) the representations and warranties contained in Section 6
of the Existing Credit Agreement (as amended by this Amendment) are correct in
all material respects on and as of the date hereof as though made on and as of
such date and after giving effect to the amendments contained herein and (c) no
Default or Event of Default exists under the Existing Credit Agreement on and as
of the date hereof and after giving effect to the amendments contained herein.
SUBPART 4.4. Counterparts. This Amendment may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original
and all of which shall constitute together but one and the same agreement.
SUBPART 4.5. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NORTH
CAROLINA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
SUBPART 4.6. Successors and Assigns. This Amendment shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns.
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Each of the parties hereto has caused a counterpart of this Amendment to
be duly executed and delivered as of the date first above written.
BORROWERS: UNIFI, INC., a New York corporation
By: /S/ CHARLES F. MCCOY
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Name: CHARLES F. MCCOY
Title: Vice President
UNIFI MANUFACTURING, INC.,
a North Carolina corporation
By: /S/ CHARLES F. MCCOY
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Name: CHARLES F. MCCOY
Title: Vice President
GLENTOUCH YARN COMPANY, LLC,
a North Carolina limited liability company
By: /S/ CHARLES F. MCCOY
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Name: CHARLES F. MCCOY
Title: Vice President
UNIFI TEXTURED POLYESTER, LLC,
a North Carolina limited liability company
By: /S/ CHARLES F. MCCOY
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Name: CHARLES F. MCCOY
Title: Vice President
LENDERS: BANK OF AMERICA, N.A.,
in its capacity as Agent
By: /S/ ANDREW A. DOHERTY
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Name: ANDREW A. DOHERTY
Title: Vice President
BANK OF AMERICA, N.A.,
in its capacity as a Lender,
By: /S/ ANDREW A. DOHERTY
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Name: ANDREW A. DOHERTY
Title: Vice President
THE CIT GROUP/COMMERCIAL
SERVICES, INC.,
By: /S/ J W SMITH, II
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Name: J W SMITH, II
Title: Vice President
CONGRESS FINANCIAL
CORPORATION (SOUTHWEST),
By: /S/ JOE T. CURDY
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Name: JOE T. CURDY
Title: Vice President
FLEET CAPITAL CORPORATION,
By: /S/ A. N. CONE
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Name: A. N. CONE
Title: Vice President
WELLS FARGO FOOTHILL, INC.
FORMALLY KNOWN AS FOOTHILL CAPITAL
CORPORATION
By: /S/ BRAD ENGEL
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Name: BRAD ENGEL
Title: Assistant Vice President
PNC BUSINESS CREDIT,
By: /S/ PETER REDINGTON
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Name: PETER REDINGTON
Title: Assistant Vice President
CITIZENS BUSINESS CREDIT, A DIVISION
OF CITIZENS LEASING CORPORATION,
By: /S/ LEIGH A. LOVES
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Name: LEIGH A. LOVES
Title: Vice President