Exhibit 4(a)(1) FIRST SUPPLEMENTAL INDENTURE, dated as of March 10, 1995, between Texfi Industries, Inc., a Delaware corporation (the "Company") and First Union National Bank of North Carolina, a national banking association (the "Trustee")....First Supplemental Indenture • March 29th, 1996 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk • North Carolina
Exhibit 4(d)(1) FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND NOTE MODIFICATION AGREEMENT ----------------------------------------- This FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND NOTE MODIFICATION AGREEMENT (this "Amendment") is made...Loan and Security Agreement • January 31st, 2000 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk • Georgia
Exhibit 2(i) Note Purchase Agreement THIS NOTE PURCHASE AGREEMENT (the "Agreement"), dated as of the 8th day of September, 1995, among TEXFI INDUSTRIES, INC. , a Delaware corporation ("Texfi"), DECOTECH, L.C., a South Carolina limited liability...Note Purchase Agreement • February 1st, 1996 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk • North Carolina
FOURTH AMENDMENTCredit Agreement • September 15th, 1997 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk • North Carolina
ASSET PURCHASE AGREEMENT dated as of October 3, 1997 among Elastex, Inc., (a wholly-owned subsidiary of Worldtex, Inc.,) Worldtex, Inc., and Texfi Industries, Inc.Asset Purchase Agreement • November 13th, 1997 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk • New York
Exhibit 2(a)(2) SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Agreement"), dated as of March 15, 1996 by and between TEXFI INDUSTRIES, INC., a corporation organized under the laws of Delaware (the "Grantor") and NATIONSBANK, N.A., a national...Security Agreement • March 29th, 1996 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk • North Carolina
Exhibit 2(a)(1) CREDIT AGREEMENT Dated As of March 15, 1996 by and among TEXFI INDUSTRIES, INC., as Borrower, the Lenders Referred to Herein,Credit Agreement • March 29th, 1996 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk • North Carolina
FIFTH AMENDMENTCredit Agreement • February 6th, 1998 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk • North Carolina
Exhibit 10(a)(16) Letter Agreement dated March 20, 1995 [Letterhead of Texfi Industries, Inc.] Mr. L. Terrell Sovey, Jr. 367 South Pine Street Spartanburg, South Carolina 29302 You have requested that consideration be given to several matters relating...Letter Agreement • February 1st, 1996 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk
Exhibit 4(a)(2) SECOND SUPPLEMENTAL INDENTURE, dated as of March 15, 1996, between Texfi Industries, Inc., a Delaware corporation (the "Company"), and First Union National Bank of North Carolina, a national banking association (the "Trustee")....Second Supplemental Indenture • March 29th, 1996 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk • North Carolina
EMPLOYMENT AGREEMENT AGREEMENT made and entered into as of April 1, 1997 (the "Agreement"), by and between TEXFI INDUSTRIES, INC., a Delaware corporation with offices at 5400 Glenwood Avenue, Raleigh, North Carolina ("Texfi" or the "Company"), and...Employment Agreement • September 15th, 1997 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk • North Carolina
W I T N E S S E T H: WHEREAS, Parise and the Company previously entered into an Employment Agreement dated as of October 31, 1994; and WHEREAS, Parise and the Company desire to cancel the October 31, 1994 Agreement and enter into this Employment Agreement; NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the parties agree that the following provisions shall constitute the Agreement: 1. Termination of Prior Agreement. As of the date of this Employment Agreement , the Employment Agreement dated October 31, 1994 by and between Parise and the Company shall be terminated andbe of no further force or effect. 2. Employment. Texfi hereby employs Parise and Parise hereby accepts employment with Texfi for the term set forth in Section 3 below, in the position and with the duties and responsibilities set forth in Section 4 below, and upon the other terms and conditions hereinafter stated. 3. Term. Unless otherwis
EXHIBIT 4(d)(2) FORBEARANCE AGREEMENT _____________________________________Forbearance Agreement • January 31st, 2000 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk
Exhibit 10(b)(16) Amendment to Term Loan Agreement THIS AMENDMENT TO TERM LOAN AGREEMENT made as of the 31st day of January, 1996, to that Term Loan Agreement (the "Agreement") dated October 30, 1992, by and between TEXFI INDUSTRIES, INC., a Delaware...Term Loan Agreement • February 1st, 1996 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk
Exhibit 4(a)(6) THIRD SUPPLEMENTAL INDENTURE, dated and effective as of August 28, 1998, between Texfi Industries, Inc., a Delaware corporation (the "Company") and Norwest Bank Minnesota, National Association as successor Trustee (the "Trustee")....Third Supplemental Indenture • September 14th, 1998 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk • New York
BetweenLoan and Security Agreement • February 6th, 1998 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk • Georgia
SECURITY AGREEMENT AGREEMENT, made as of the 15th day of December, 1997, by and between: CLARENDON HOLDINGS, LLC, a Delaware limited liability company, having an office c/o Mentmore Holdings Corp., 1430 Broadway, 13th Floor, New York, New York 10018...Security Agreement • February 6th, 1998 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk • New York
BILL OF SALEBill of Sale • February 6th, 1998 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk
KNOW ALL MEN BY THESE PRESENTS, that Texfi Industries, Inc., a Delaware corporation (the "Seller") for valuable consideration, the receipt of which is hereby acknowledged, does hereby grant, sell, transfer and deliver unto Clarendon Holdings, LLC, a Delaware limited liability company (the "Buyer") all of the Seller's right, title and interest in, to and under its "Interest" as a "Member" in Rival Sport LLC, a Delaware limited liability company ("Rival"), as such terms are used and defined in the Limited Liability Company Agreement dated as of February 26, 1997 among the Seller and certain other parties, providing for the creation and operations of Rival.
Exhibit 2(a)(4) Form of Mortgage and Security Agreement STATE OF SOUTH CAROLINA COUNTY OF MORTGAGE AND SECURITY AGREEMENTMortgage and Security Agreement • March 29th, 1996 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk • South Carolina
PURCHASE AGREEMENT AGREEMENT made as of December 15, 1997 by and between: TEXFI INDUSTRIES, INC., a Delaware corporation, having an office at 5400 Glenwood Avenue, Suite 215, Raleigh, North Carolina 27612 ("Texfi"); and, CLARENDON HOLDINGS, LLC, a...Purchase Agreement • February 6th, 1998 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk • New York
Exhibit 2(a)(3) FORM OF DEED OF TRUST AND SECURITY AGREEMENT STATE OF NORTH CAROLINA COUNTY OF DEED OF TRUST AND SECURITY AGREEMENTDeed of Trust and Security Agreement • March 29th, 1996 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk • North Carolina
EXHIBIT 10(a)(1) EMPLOYMENT AGREEMENT AGREEMENT made and entered into as of May 1, 1998 (the "Agreement") by and between TEXFI INDUSTRIES, INC., a Delaware corporation with offices at 5400 Glenwood Avenue, Raleigh, North Carolina ("Texfi" or the...Employment Agreement • September 14th, 1998 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk • North Carolina
AGREEMENT ---------Management Agreement • June 1st, 1999 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk • Delaware
WAIVER AND CONSENT AGREEMENT THIS WAIVER AND CONSENT AGREEMENT (the "Agreement") is made and entered into as of the 12th day of June, 1997 by and among TEXFI INDUSTRIES, INC., a corporation organized under the laws of Delaware (the "Borrower"), THE...Waiver and Consent Agreement • June 16th, 1997 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk • North Carolina
BetweenLoan and Security Agreement • September 14th, 1998 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk • Georgia
WITNESSETH:Nonqualified Stock Option Agreement • February 1st, 1996 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk
THE CIT GROUP/COMMERCIAL SERVICES, INC. Two First Union Center, 25th Floor 301 South Tryon Street Charlotte, North Carolina 28202Loan and Security Agreement • September 14th, 1998 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk • North Carolina
Exhibit 10(d)(1) SECOND AMENDMENT TO STOCK AND OPTION PURCHASE AGREEMENTStock and Option Purchase Agreement • September 14th, 1998 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk
MASTER LEASE AGREEMENTMaster Lease Agreement • January 30th, 1997 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk
AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT AND AMENDMENT NO. 3 TO LOAN AGREEMENTForbearance Agreement and Loan Agreement • June 7th, 1999 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk
July 21, 1998 [BankBoston Logo appears here] Texfi Industries, Inc. 5400 Glenwood Avenue, Suite 215 Raleigh, North Carolina 27612 Attention: Robert Ambrosini Forbearance Agreement Extension ------------------------------- Ladies and Gentlemen: We...Forbearance Agreement Extension • September 14th, 1998 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANYOption Purchase Agreement • September 14th, 1998 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk • New York
Exhibit 4(a)(5) TRIPARTITE AGREEMENT AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, (the "Agreement") dated as of August 14, 1998, among TEXFI INDUSTRIES, INC. (the "Company"), FIRST UNION NATIONAL BANK, FORMERLY KNOWN AS FIRST UNION NATIONAL...Tripartite Agreement • September 14th, 1998 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk • North Carolina
Logo] BancBoston Leasing a BANK OF BOSTON company MASTER LEASE AGREEMENT This MASTER LEASE AGREEMENT, dated as of the 31st day of July, 1997, ("Lease Agreement") is made at Boston, Massachusetts by and between BancBoston Leasing Inc. ("Lessor"), a...Master Lease Agreement • February 6th, 1998 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk • Massachusetts
NOTENote • February 6th, 1998 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk
EXHIBIT 4(d)(14) SUBORDINATED NOTESubordinated Note • June 1st, 1999 • Texfi Industries Inc • Broadwoven fabric mills, man made fiber & silk
FOR VALUE RECEIVED, the undersigned TEXFI INDUSTRIES, INC., a Delaware corporation ("Borrower") hereby promises to pay to the order of MOORE ASSETS INTERNATIONAL LIMITED (Registration No. 84998B), a Bahamian corporation ("Subordinated Lender"), the principal sum of ONE MILLION FIVE HUNDRED THOUSAND AND NO/100s DOLLARS (US$1,500,000.00) at the office of Subordinated Lender notified by it to Borrower, on September 1, 1999 in lawful money of the United States, together with interest thereon at a rate equal to the "Prime Rate" of The Chase Manhattan Bank, announced from time to time by it in New York City as its prime rate, from the date hereof until payment in full of the principal amount evidenced hereby, on the average principal balance outstanding hereunder from time to time, computed on the basis of a 360-day year for the actual number of days outstanding.
