FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT
Exhibit 4.2
FIRST AMENDMENT TO
AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT (this “Amendment”), dated as of June 26, 2015, is by and among the Persons listed on the signature pages hereof as “Grantors”, and Xxxxx Fargo Bank, National Association, a national banking association, in its capacity as administrative agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
W I T N E S S E T H:
WHEREAS, pursuant to the Amended and Restated Credit Agreement, dated as of March 26, 2015, among Borrowers, the Lenders and the Agent, as amended by the First Amendment to Credit Agreement, dated of even date herewith (and as the same may hereafter be further amended, modified, supplemented, renewed, restated or replaced from time to time, the “Credit Agreement”), the Lenders have made loans and advances and provided other financial accommodations to Borrowers;
WHEREAS, in order to induce the Lender Group to enter into the Credit Agreement and the other Loan Documents and to induce the Lender Group and the Bank Product Providers to make financial accommodations to the Borrowers as provided for in the Credit Agreement, the other Loan Documents and the Bank Product Agreements, the Grantors entered into that certain Amended and Restated Guaranty and Security Agreement, dated as of March 26, 2015 (as amended hereby and as the same may hereafter be further amended, modified, supplemented, renewed, restated or replaced from time to time, the “Guaranty and Security Agreement”); and
WHEREAS, the parties hereto have agreed to amend the Guaranty and Security 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:
1. Definitions. Capitalized terms used herein which are not otherwise defined herein shall have the respective meanings ascribed thereto in the Guaranty and Security Agreement.
2. Schedules to Guaranty and Security Agreement.
(a) Pledged Companies. Schedule 5 to the Guaranty and Security Agreement is hereby amended by deleting such Schedule in its entirety and replacing it with Schedule 5 to this Amendment.
(b) Name; Chief Executive Office; Tax Identification Numbers and Organizational Numbers. Schedule 7 to the Guaranty and Security Agreement is hereby amended by deleting such Schedule in its entirety and replacing it with Schedule 7 to this Amendment.
(c) Uniform Commercial Code Filing Jurisdictions. Schedule 11 to the Guaranty and Security Agreement is hereby amended by deleting such Schedule in its entirety and replacing it with Schedule 11 to this Amendment.
3. Conditions Precedent. The provisions contained herein shall only be effective upon the satisfaction of each of the following conditions precedent in a manner satisfactory to Agent:
(a) Amendment and Other Documents. Agent shall have received fully executed counterparts of this Amendment, duly authorized, executed and delivered by each of the Loan Parties.
(b) Accuracy of Representations and Warranties. Each of Grantors’ representations and warranties set forth in Section 4(a) hereof shall be true and correct in all respects.
4. Miscellaneous
(a) Representations and Warranties of Grantors. Each Grantor hereby represents and warrants that, after giving effect to the amendments contained herein, the representations and warranties contained in Section 6 of the Guaranty and Security Agreement are correct in all material respects on and as of the date hereof as though made on and as of such date, except to the extent that any such representation or warranty specifically relates to an earlier date. Without limitation of the preceding sentence, each Grantor hereby expressly re-affirms the validity, effectiveness and enforceability of each Loan Document to which it is a party (in each case, as the same may be modified by the terms of this Amendment).
(b) Effect of this Agreement. Except as expressly amended pursuant hereto, no other changes or modifications to the Guaranty and Security Agreement are intended or implied, and in all other respects, the Guaranty and Security Agreement is hereby specifically ratified, restated and confirmed by all parties hereto as of the date hereof. To the extent that any provision of the Guaranty and Security Agreement are inconsistent with the provisions of this Amendment, the provisions of this Amendment shall control. All references in the Guaranty and Security Agreement (including without limitation the Schedules thereto) to “this Agreement” and all references in the other Loan Documents to “the Guaranty and Security Agreement” shall be deemed to refer to the Guaranty and Security Agreement, as amended hereby.
(c) Further Assurances. The Loan Parties shall execute and deliver such additional documents and take such additional action as may be reasonably requested by Agent to effectuate the provisions and purposes hereof.
(d) Governing Law. The validity of this amendment, the construction, interpretation, and enforcement hereof, the rights of the parties hereto with respect to all matters arising hereunder or related hereto, and any claims, controversies or disputes arising hereunder or related hereto shall be determined under, governed by, and construed in accordance with the laws of the State of New York.
(e) Binding Effect. This Amendment shall bind and inure to the benefit of the respective successors and permitted assigns of each of the parties hereto.
(f) Counterparts; Electronic Execution. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same agreement. Delivery of an executed counterpart of this Amendment by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Amendment but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.
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.
| GRANTORS: |
UNIFI, INC. | |
|
By: |
/S/ XXXXXXX X. XXXXXX | |
|
Name: |
Xxxxxxx X. Xxxxxx | |
|
Title: |
Chief Executive Officer | |
|
UNIFI MANUFACTURING, INC. | ||
| By: | /S/ XXXXXXX X. XXXXXX | |
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | Chief Executive Officer | |
| UNIFI SALES & DISTRIBUTION, INC. | ||
| By: |
/S/ XXXXXXX X. XXXXXX | |
| Name: |
Xxxxxxx X. Xxxxxx | |
| Title: |
President and Chief Executive Officer | |
|
SEE 4 PROCESS IMPROVEMENT SOLUTIONS, LLC (f/k/a Unifi Equipment Leasing, LLC) | ||
| By: |
/S/ XXXXXXX X. XXXXXX | |
| Name: |
Xxxxxxx X. Xxxxxx | |
| Title: |
Chief Executive Officer | |
| AGENT: |
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Agent | |
| By: | /S/ XXXXXXX X. XXXXXXXX | |
| Name: | Xxxxxxx X. Xxxxxxxx | |
| Title: | Assistant Vice President | |
SCHEDULE 5
TO
FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT
SCHEDULE 5
PLEDGED COMPANIES
|
Name of Grantor |
Name of Pledged Company |
Number of Shares/Units |
Class of Interests |
Percentage of Class Owned |
Percentage of Class Pledged |
Certificate Nos. |
|
Unifi, Inc. |
Unifi Manufacturing, Inc. |
1000 shares |
N/A |
100% |
100% |
1 |
|
Unifi, Inc. |
Unifi Sales & Distribution, Inc. |
1000 shares |
N/A |
100% |
100% |
1 |
|
Unifi, Inc. |
Unifi Switzerland GmbH |
200 shares |
N/A |
100% |
65% |
N/A |
|
Unifi Manufacturing, Inc. |
See 4 Process Improvement Solutions, LLC (f/k/a Unifi Equipment Leasing, LLC) |
N/A |
N/A |
100% |
100% |
N/A |
|
Unifi Manufacturing, Inc. |
Parkdale America, LLC |
N/A |
N/A |
34% |
34% |
N/A |
SCHEDULE 7
TO
FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT
SCHEDULE 7
NAME; CHIEF EXECUTIVE OFFICE; TAX IDENTIFICATION NUMBERS AND ORGANIZATIONAL NUMBERS
|
Name |
Jurisdiction of Organization |
Chief Executive Office |
Tax and Organizational Identification Number |
|
Unifi, Inc. |
0000 X Xxxxxxxx Xxx. Xxxxxxxxxx, XX 00000 |
FEIN: 00-0000000 NY Organizational ID: N/A | |
|
Unifi Manufacturing, Inc. |
North Carolina |
0000 X Xxxxxxxx Xxx. Xxxxxxxxxx, XX 00000 |
FEIN: 00-0000000 NC Organizational ID: 0411480 |
|
Unifi Sales & Distribution, Inc. |
North Carolina |
0000 X Xxxxxxxx Xxx. Xxxxxxxxxx, XX 00000 |
FEIN: 00-0000000 NC Organizational ID: 0411509 |
|
See 4 Process Improvement Solutions, LLC |
North Carolina |
0000 X Xxxxxxxx Xxx. Xxxxxxxxxx, XX 00000 |
FEIN: 00-0000000 NC Organizational ID: 0840276 |
SCHEDULE 11
TO
FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT
SCHEDULE 11
LIST OF UNIFORM COMMERCIAL CODE FILING JURISDICTIONS
|
Grantor |
Filing Jurisdiction |
|
Unifi, Inc. |
|
|
Unifi Manufacturing, Inc. |
North Carolina |
|
Unifi Sales & Distribution, Inc. |
North Carolina |
|
See 4 Process Improvement Solutions, LLC |
North Carolina |
