EXHIBIT (2) PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement") is made and entered into this 17th day of December, 2003 (the "Effective Date"), by and among TEXTILES ZANA, S.A. DE C.V., a Mexican corporation ("TZ"), AMERICAN TEXTIL, S.A. DE...Purchase Agreement • January 5th, 2004 • Guilford Mills Inc • Knitting mills • Delaware
Exhibit 10uu August 6, 1999 Mr. Victor Posner 6917 Collins Avenue Miami Beach, FL 33141 Dear Mr. Posner: This letter confirms the following: 1. Subject to the terms and provisions contained herein, on the Closing Date (as hereinafter defined), you...Stock Purchase Agreement • December 22nd, 1999 • Guilford Mills Inc • Knitting mills • New York
PRELIMINARY STATEMENTSNote Purchase Agreement • February 19th, 2002 • Guilford Mills Inc • Knitting mills • New York
ELEVENTH AMENDMENT TO AND LIMITED WAIVER UNDER CREDIT AGREEMENTCredit Agreement • February 19th, 2002 • Guilford Mills Inc • Knitting mills • New York
EXECUTION VERSION AGREEMENT AND PLAN OF MERGERMerger Agreement • March 1st, 2004 • Guilford Mills Inc • Knitting mills • Delaware
Mr. John Emrich March 5, 2002 President Guilford Mills, Inc. 4925 West Market Street Greensboro, NC 27407 Telecopier number: 336-316-4056 Confirmation number: 336-316-6833Credit Agreement • March 18th, 2002 • Guilford Mills Inc • Knitting mills • New York
andRights Agreement • August 9th, 2000 • Guilford Mills Inc • Knitting mills • Delaware
RECITALSIndemnification Agreement • August 13th, 2003 • Guilford Mills Inc • Knitting mills • Delaware
Exhibit 10.1 ------------ FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment") is dated as of November 6, 2000 among GUILFORD MILLS, INC. (the "Borrower"), WACHOVIA BANK, N.A., as Administrative Agent,...Credit Agreement • November 16th, 2000 • Guilford Mills Inc • Knitting mills • Georgia
EXHIBIT 4(b) GUILFORD MILLS, INC. REGISTRATION RIGHTS AGREEMENT DATED AS OF OCTOBER 1, 2002 TABLE OF CONTENTS 1. Introduction..........................................................1 2. Registration under Securities Act,...Registration Rights Agreement • January 14th, 2003 • Guilford Mills Inc • Knitting mills • New York
Exhibit 10 (q) FIRST AMENDMENT TO CONSULTING AGREEMENT This first amendment to consulting agreement is entered into this 30th day of August, 2002 by and between David H. Taylor (the "Consultant") and Guilford Mills, Inc., a Delaware Corporation (the...Consulting Agreement • January 14th, 2003 • Guilford Mills Inc • Knitting mills
EXHIBIT 4(b) AMENDMENT NO. 1 TO NOTE AGREEMENT Dated as of December 17, 2003 This AMENDMENT NO. 1 (the "Amendment") is entered into by and among Guilford Mills, Inc. (the "Company") as Borrower, the Guarantors referred to in the Note Agreement (as...Note Agreement • December 29th, 2003 • Guilford Mills Inc • Knitting mills • New York
WITNESSETH:Stockholders' Agreement • January 15th, 2002 • Guilford Mills Inc • Knitting mills
AMENDMENT NO. 1Credit Agreement • December 29th, 2003 • Guilford Mills Inc • Knitting mills • New York
dated as of May 26, 2000 amongCredit Agreement • August 16th, 2000 • Guilford Mills Inc • Knitting mills • New York
ARTICLE I.Trust Agreement • January 14th, 2003 • Guilford Mills Inc • Knitting mills • Delaware
EXHIBIT 10(x) GUILFORD MILLS, INC. TRUST FOR NONQUALIFIED PLANS EFFECTIVE FEBRUARY 16, 2001 GUILFORD MILLS, INC. TRUST FOR NONQUALIFIED PLANS (a) THIS AMENDED AND RESTATED TRUST AGREEMENT made this 16th day of February, 2001, by and between Guilford...Trust Agreement • January 15th, 2002 • Guilford Mills Inc • Knitting mills
EXECUTION VERSION SUPPORT AGREEMENT (this "Agreement"), dated as of February 27, 2004, by and among GMI Holding Corporation, a Delaware corporation ("Parent"), GMI Merger Corporation, a Delaware corporation ("Purchaser"), and The Prudential Insurance...Support Agreement • March 1st, 2004 • Guilford Mills Inc • Knitting mills • Delaware
AMENDMENT NO. 2Credit Agreement • February 11th, 2004 • Guilford Mills Inc • Knitting mills • New York
STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is entered into this 12 day of January, 1996, by and between GUILFORD MILLS, INC., a Delaware corporation (the "Buyer"), and BRUNO HOFMANN (the "Seller"). WITNESSETH: WHEREAS, the Seller owns 100%...Stock Purchase Agreement • February 1st, 1996 • Guilford Mills Inc • Knitting mills • Delaware
WITNESSETH: -----------Severance Agreement • December 22nd, 2000 • Guilford Mills Inc • Knitting mills • North Carolina
Exhibit 10SS SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment") is dated as November 19, 1999 among GUILFORD MILLS, INC. (the "Borrower"), WACHOVIA BANK, N.A. (successor by merger to Wachovia Bank...Credit Agreement • December 22nd, 1999 • Guilford Mills Inc • Knitting mills • North Carolina
THIS EMPLOYMENT AGREEMENT is entered into this 17 day of January, 1996 by and among BRUNO HOFMANN (the "Employee"), and RASCHEL FASHION INTERKNITTING, LTD. ("RFI"), HOFMANN LACES, LTD. ("HLL") and CURTAINS AND FABRICS, INC. ("CFI"), each a New York...Employment Agreement • February 1st, 1996 • Guilford Mills Inc • Knitting mills • Delaware
WITNESSETH: -----------Consulting Agreement • May 20th, 2002 • Guilford Mills Inc • Knitting mills • North Carolina
Exhibit 10(a) FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment") is dated as May 5, 1999 among GUILFORD MILLS, INC. (the "Borrower"), WACHOVIA BANK, N.A. (successor by merger to Wachovia Bank of...Credit Agreement • August 17th, 1999 • Guilford Mills Inc • Knitting mills • North Carolina
SECOND AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENTRevolving Credit and Guaranty Agreement • May 20th, 2002 • Guilford Mills Inc • Knitting mills • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into this 25th day of February, 1998 by and among BRUNO HOFMANN (the "Employee"), and RASCHEL FASHION INTERKNITTING, LTD. ("RFI"), HOFMANN LACES, LTD. ("HLL") and CURTAINS AND FABRICS, INC....Employment Agreement • May 13th, 1998 • Guilford Mills Inc • Knitting mills • Delaware
AMONG GUILFORD MILLS, INC. AS BORROWER ANDCredit, Security, Guaranty and Pledge Agreement • January 14th, 2003 • Guilford Mills Inc • Knitting mills • New York
Exhibit 10(i)(i) CREDIT AGREEMENTCredit Agreement • January 2nd, 1996 • Guilford Mills Inc • Knitting mills • North Carolina
EXHIBIT 10(e)(e) GUILFORD FABRIC GUILFORD MILLS, INC. GREENSBORO, NC P.O. Box 26969 - Greensboro, NC 27419-6969 - (336) 316-4000 AUGUST 17, 2001 BYRON J. MCCUTCHEN SSN: ###-##-#### Hire Date: 04/01/1994 RE: SEPARATION, GENERAL RELEASE, AND AGREEMENT...Separation Agreement • January 15th, 2002 • Guilford Mills Inc • Knitting mills
RECITALS:Exclusive Supply Agreement • December 29th, 2003 • Guilford Mills Inc • Knitting mills • Delaware
Exhibit 10(a) ------------- REVOLVING CREDIT AND GUARANTY AGREEMENTRevolving Credit and Guaranty Agreement • May 20th, 2002 • Guilford Mills Inc • Knitting mills
Exhibit 4C GUILFORD MILLS, INC. 4925 West Market Street Greensboro, North Carolina 27407 December 18, 1998 TO EACH OF THE PURCHASERS LISTED IN THE ATTACHED SCHEDULE A: Ladies and Gentlemen: Guilford Mills, Inc., a Delaware corporation (the "COMPANY"),...Senior Notes Agreement • December 22nd, 1999 • Guilford Mills Inc • Knitting mills • New York
AGREEMENTTermination Compensation Agreement • August 16th, 2000 • Guilford Mills Inc • Knitting mills • Delaware
8. Investment Representations and Related Matters. The Executive hereby represents that the Restricted Stock awarded him pursuant to this Agreement is being acquired for investment and not for sale or with a view to distribution thereof. The Executive...Restricted Stock Agreement • December 22nd, 1997 • Guilford Mills Inc • Knitting mills • Delaware
