NC0003760_Owner (Name Change)_20080623

NPDES DOCIMENT !;CANNING COVER SHEET
NPDES Permit:
NC0003760
DuPont Kinston facility
Document Type:
Permit Issuance
Wasteload Allocation
Authorization to Construct (AtC)
Permit Modification
Complete File - Historical
Engineering Alternatives (EAA)
Correspondence
6erNarne Change "
Technical Correction
Instream Assessment (67b)
Speculative Limits
Environmental Assessment (EA)
Document Date:
June 23, 2008
This document is printed on reuse paper - ignore any
content on the reYertae side

t4
Michael F. Easley, Governor
William G. Ross Jr., Secretary
North Carolina Department of Environment and Natural Resources
Coleen H. Sullins, Director
Division of Water Quality
June 23, 2008
HAROLD R THOMAS
E I DUPONT DE NEMOURS
4693 HWY 11 NORTH
KINSTON NC 28502-0800 •
Subject NPDES Permit Modification- Name/Ownership Change
Permit# NC0003760
E. I. Dupont -Kinston
Formerly: Unifi-Kinston LLC
Lenoir County
Dear Mr. Thomas:
The Division of Water Quality (Division) received your request for change of name/ownership for the
former Unifi-Kinston LLC facility on June 19, 2008. The Division is forwarding the subject permit
modification to you. This modification documents the change in ownership at the subject facility. All other
terms and conditions in the original permit remain unchanged and in full effect.
Please note that this permit expired on December 31, 2007. However, the previous permit
holder applied for renewal of the permit in a timely manner, so the permit has been administratively
continued. As per your request, we will continue to process the renewal application submitted by the
previous owner.
To reiterate, this permit modification reflects only the change in name/ownership. All other
terms and conditions in the original permit remain unchanged and in full effect.
This permit modification is issued under the requirements of North Carolina General Statute 143-
215.1 and the Memorandum of Agreement between North Carolina and the U. S. Environmental Protection
Agency dated October 15, 2007. If any parts, measurement frequencies or sampling requirements contained in
this permit modification are unacceptable to you, you have the right to an adjudicatory hearing upon written
request within thirty (30) days following receipt of this letter. This request must be a written petition
conforming to Chapter 150E of the North Carolina General Statutes, filed with the Office of Administrative
Hearings, Post Office Drawer 27447, Raleigh, North Carolina 27611-7447. Unless such demand is made, this
decision shall be final and binding.
This permit does not affect the legal requirement to obtain other permits that may be required by the
Division of Water Quality, the Division of Land Resources, Coastal Area Management Act, or any other
Federal or Local government permit that may be required. If you have any questions concerning this permit,
please contact Gil Vinzani at 919-733-5083 (ext. 540), or at e-mail address [e-mail].
No Caro ina
Naturally
North Carolina Division of Water Quality 1617 Mail Service Center Raleigh, NC 27699-1617 Phone [phone] Customer Service
Internet h2o.enr.state.nc.us 512 N. Salisbury St. Raleigh, NC 27604 FAX [phone]
An Equal Opporttutity/At rmative Action Empbyer— 50% Recycled/10% Post Consumer Paper

Sincerely,
/ `'
2j
Coleen H. Sullins
cc: Central Files
Washington Regional Office, Surface Water Protection
Fran McPherson, DWQ Budget (letter only)
NPDES Unit File NC0003760 •

Permit No. NC0003760
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT, HEALTH, AND NATURAL RESOURCES
DIVISION OF ENVIRONMENTAL MANAGEMENT
PERMIT
TO DISCHARGE WASTEWATER UNDER THE
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-215.1,
other Lawful standards and regulations promulgated and adopted by the North Carolina
Environmental Management Commission, and the Federal Water Pollution Control Act, as
amended,
E. I. DUPONT DE NEMOURS AND CO., INCORPORATED
is hereby authorized to discharge wastewater from a facility located at
E.I. DUPONT-KINSTON
ON NC HIGHWAY 11
NORTHEAST OF KINSTON
LENOIR COUNTY
to receiving waters designated as the Neuse River (outfall 001), as an unnamed tributary to the
Neuse River (outfall 002) and as Beaverdam Branch (outfall 003) in the Neuse River Basin
in accordance with effluent limitations, monitoring requirements, and other conditions set forth in
Parts I; g, and LEE hereof_.
•
This ownership change shall become effective June 23, 2008
This permit and authorization to discharge shall expire at midnight on December 31, 2007
Signed this day June 23, 2008
Coleen H. Sullins, Direct
Division of Water Quality
By Authority of the Environmental Management Commission

Permit No. NC0003760
SUPPLEMENT TO PERMIT COVER SHEET
E. I. Dupont de Nemours and Co., Incorporated
is hereby authorized to:
1. Continue to operate the existing wastewater treatment facility consisting of a
3.6 millon gallon aeration basin, secondary clarifier, and sludge drying, and a
carbon adsorption groundwater remediation system (outfall 001); continue to
discharge noncontact cooling water, steam condensate and storm water runoff
(outfall 002); and continue to discharge noncontact cooling and steam
condensate waters (outfall 003) from the Kinston Textile Fibers Plant, on NC
Highway 11, northeast of Kinston, Lenoir County (See Part III of this Permit);
and
2.Discharge from said treatment works at the location specified on the attached
map into the Neuse River (outfall 001), into an unnamed tributary to the Neuse
River (outfall 002), and into Beaverdam Branch (outfall 003) .which are all.
classified Class C-NSW waters in the Neuse River Basin.

■ IIN 1I/I
vnrlrlo
June 2, 2008
North Carolina Department of Environment and Natural Resources
Division of Water Quality
NPDES Section
Attn: Mr. Mike Templeton
Re: Permit Name/Ownership Change Form
Unifi Kinston LLC
4693 Hwy 11 North
Kinston, NC, 28502-0800
P.O. Box 800
JUN - 4
2008
:JE`il? i`inTER OLAU
•
Unifi Kinston LLC (Unifi) is submitting a change of ownership form to request a transfer of the
NPDES permit and all nitrogen allocations to E.I. du Pont De Nemours (Dupont). Unifi has sold
the Kinston Manufacturing site back to Dupont. Unifi currently supplies services such as Power
and Waste Treatment to Dupont and will cease operations on June 30th. Included in this
package are the ownership change form and the sale agreement signed by both companies. If
there are any questions, please don't hesitate to call me at 252-555-6233.
Best Regards,
Vanish Green
Plant Manager
Unifi Kinston LLC

Michael F. Easley, Govemor
William G. Ross Jr., Secretary
North Carolina Department of Environment and Natural Resources
Alan W. Klimek, P.E. Director
Division of Water Quality
SURFACE WATER PROTECTION SECTION
PERMIT NAME/OWNERSHIP CHANGE FORM
I. Please enter the permit number for which the change is requested.
NPDES Permit (m) Certificate of Coverage
N
C
0
0
0
3
7
6
0
NICIG
II. Permit status prior to status change.
a. Permit issued to (company name): Unifi - Kinston LLC
b. Person legally responsible for permit: Vani sh E . Green
First / MI / Last
JUN - 4 2008
Plant Manager
Title
4693 Hwy 11 North
Permit Holder Mailing Address
Kinston NC 28502-0800
City State Zip
( 252)522-6233 [phone]
Phone Fax
c. Facility name (discharge): Unifi - Kinston LLC
d. Facility address:
e. Facility contact person:
4693 Hwy 11 North
Address
Kinston NC 28502-0800
City State Zip
James Proctor (25Z 522-6443
First / MI / Last Phone
III. Please provide the following for the requested change (revised permit).
a. Request for change is a result of: 3 Change in ownership of the facility
❑ Name change of the facility or owner
If other please explain:
b. Permit issued to (company name):
c. Person legally responsible for permit:
d. Facility name (discharge):
e. Facility address:
f. Facility contact person:
E. I. duPont de Nemours
Harold R. Thomas
First / MI / Last
Plant Manager
Title
4693 Hwy 11 North
Permit Holder Mailing Address
Kinston NC 28502-0800
City State Zip
[phone] [e-mail]
Phone E-mail Address
E.I. Dupont - Kinston
4693 Hwy 11 North
Address
Kinston NC 28502-0800
City
State Zip
Alex Torres
First / MI / Last
[phone] [e-mail]
Phone E-mail Address
Revised 7/2005

PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2 of 2
IV. Permit contact information: (if different from the person legally responsible for the permit)
Permit contact:
Alex Torres
First / MI / Last
Safety, Health, Environmental Manager
Title
4693 Hwy 11 North
Mailing Address
Kinston NC 28502-0800
City State Zip
[phone] Alex . Torre s®usa.Dupont .com
Phone E-mail Address
V. Will the permitted facility continue to conduct the same industrial activities conducted prior to
this ownership or name change?
❑ Yes
3 No (please explain) PET process will restart in 18 months. PTT production will continue.
VI. Required Items: THIS APPLICATION WILL BE RETURNED UNPROCESSED IF ITEMS ARE
INCOMPLETE OR MISSING:
3 This completed application is required for both name change and/or ownership change requests.
3 Legal documentation of the transfer of ownership (such as relevant pages of a contract deed, or a bill
of sale) is required for an ownership change request. Articles of incorporation are not sufficient for
an ownership change.
The certifications below must be completed and signed by both the permit holder prior to the change, and the new
applicant in the case of an ownership change request. For a name change request, the signed Applicant's Certification
is sufficient.
PERMITTEE CERTIFICATION (Permit holder prior to ownership change):
I, Vanish Green , attest that this application for a name/ownership
change has been reviewed and is accurate and complete to the best of my knowledge. I understand that if all required
parts of this application are not completed and that if all required supporting information is not included, this
application ackage will be returned as incomplete.
Signature
APPLICANT CERTIFICATION:
u
JUN - 4 2008
June 2, 2008
Date
I, Harold R. Thomas attest that this application for a name/ownership
change has been reviewed and is accurate and complete to the best of my knowledge. I understand that if all required
parts of this application are not completed and that if all required supporting information is not included, this
application package will be returned as incomplete.
Y?/
aturc
June 2, 2008
Date
PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO:
Division of Water Quality
Surface Water Protection Section
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
Revised 7/2005

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ASSET PURCHASE AND SALE AGREEMENT
THIS AGREEMENT is entered into and effective as of this 29th day of February, 2008 by and
between UNIFI KINSTON, LLC, a North Carolina limited liability company, with its principal
place of business at 4965 North Hwy. 11, Grifton, NC 28530 ("UK"), and E. I. DU PONT DE
NEMOURS AND COMPANY, a Delaware corporation, with its principal place of business at
1007 Market Street, Wilmington, Delaware 19898 ("DuPont").
WITNESSETH,That:
WHEREAS, UK owns the UK Assets as defined herein;
WHEREAS, DuPont desires to acquire the UK Assets from UK, and UK desires to sell the UK
Assets to DuPont;
WHEREAS, the Parties desire to terminate the Kinston Lease, as defined herein;
WHEREAS the Parties desire to make provision for certain other related arrangements and
contingencies;
NOW, THEREFORE, subject to the terms, conditions, covenants and provisions of this
Agreement, UK and DuPont mutually covenant and agree as follows:
ARTICLE 1
DEFINITIONS
1.1 Definitions: As used in this Agreement, the following terms have the following meanings:
"Affiliate" means with respect to a specified Person, a Person that directly or indirectly through
one or more intermediaries, Controls, or is Controlled by, or is under common Control with the
Person specified.
"Agreement" means this Asset Purchase and Sale Agreement together with all its Schedules and
Exhibits.
"Closing" has the meaning specified in Article 10.
"Closing Date" has the meaning specified in Article 10.
"Code" means the Internal Revenue Code of 1986, as amended and corresponding provisions of
any subsequent federal revenue act.
"Control" means the possession, directly or indirectly, of the power to direct or cause the direction
of the management and operating policies of the entity in respect of which the determination is
being made, through the ownership of voting securities, contract, voting trust or otherwise.

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"D&R Contribution Amount" means the sum of three million United States Dollars
(US$3,000,000)
"D&R Costs" means the costs that may be incurred by DuPont in demolishing and removing such
of the UK Assets that DuPont may at any time determine should be demolished and removed.
"Default" means an occurrence that constitutes a breach or default under a contract, order or other
commitment or which would constitute such a breach or default with or without notice or lapse of
time, or both.
"Dow Vaporizer System" means all of the component parts of the system needed for normal
operation of the Dow vaporizers located at the Kinston Site including, but not limited to: the Dow
vaporizers; the Dow condensate system (up to first valve in operating area); the Dow vapor system
(up to first valve in operating area); the Dow vent system; Dow Reclamation; the #6 fuel Oil
system (1 MM gal storage and distribution including pump house); the decanting facility and pit as
well as Vaporizer Day Fuel storage tanks pumps and lines; and the natural gas equipment and
apparatus from the NCNG facilities into the vaporizer system; the #2 fuel system; the steam
tracing, steam fire suppression system/smothering steam, atomized steam on #8, 9, & 10
vaporizers; steam heaters; steam heaters for fuel oil, steam for organic stripper columns; domestic
water; cooling tower water to Dow vent system; and instrument air located at the Kinston Site.
"Effective Date" means the effective date of this Agreement and is the date first above written.
"Environmental Laws" means all laws (including rules, regulations, codes, plans, injunctions,
judgments, orders, decrees, rulings, and charges thereunder) of any Governmental Authority
concerning pollution or protection of the environment, public or employee health and safety, in so
far as they may be affected by the release of or exposure to regular or toxic substance, including
the. Comprehensive Environmental Response, Compensation and Liability Act of 1980, the
Resource Conservation and Recovery Act of 1976, the Occupational Safety and Health Act of
1970, the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801, et seq.; the
Federal Water Pollution Control Act, as amended, 33 U.S.C. §1201 et seq.; the Toxic Substances
Control Act, 15 U.S.C. §2601, et seq.; the Clean Air Act, 42 U.S.C. §7401, et seq.; the Safe
Drinking Water Act, 42 U.S.C. §3808, et seq.; and the Federal Insecticide, Fungicide and
Rodenticide Act, as amended, 7 U.S.C.§ 136, et seq.
"Excluded Liabilities" has the meaning ascribed to it in Article 4.2 of this Agreement.
"Extension Period" has the meaning specified in Article 11.3
"Governmental Authority" means any federal, state, local or other governmental authority, agency
or regulatory body.
"Gross Consideration" means the gross amount (after deduction of any related transaction costs
including without limitation legal fees and sales taxes) of any consideration (in money or money's
worth, or in kind) based upon the value of the Y6/Y7 Assets, or the Spinning Assets alone, as the
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case may be that is received by UK from, through or on account of a Third Party Buyer thereof,
whether as part of the sale price or otherwise (as for example, and without limitation, a sharing of
the proceeds of sale of the Y6/Y7 Assets or the Spinning Assets for salvage, or in exchange for the
contribution of the Y6/Y7 Assets to a business venture).
"Invista means Invista S.a r. 1., a Luxembourg Societe a responsabilite limitee (formerly known as
Arteva Specialties S.a r.l.)
"Invista Agreement" means that certain Purchase Agreement dated November 16, 2003 between
DuPont and Ked Fiber, Ltd and Ked Fiber, LLC.
"IRS" means the Internal Revenue Service.
"Kinston Lease" means that certain Ground Lease relating to the Site, originally granted to Invista
by DuPont on April 30, 2004 and subsequently assigned and novated to UK.
"Kinston Site" or "Site" means UK's Kinston site at 4965 North Highway 11, Grifton, NC 28530
"Lease Termination Agreement" and the "Termination of the Assignment and Assumption
Agreement" means the agreement for the surrender by UK to DuPont of the Kinston Lease
substantially in the form set forth in Exhibit B hereto.
"Liabilities" means any liabilities (whether known or unknown, whether asserted or unasserted,
whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated,
and whether due or to become due), including any liability for Taxes.
"Loss or Losses" means any and all actual losses, Liabilities, costs, damages, investigative
penalties and expenses (including without limitation reasonable attorneys fees and expenses and
litigation costs), and any legal or other expenses reasonably incurred in connection with
investigating or defending any claims or actions, whether or not resulting in any actual liability,
but shall not include consequential damages, punitive damages, lost profits or diminution in value.
"Nitrogen Credits" means 'TN LOAD' effluent characteristic in lbs/year, as listed in the Effluent
Limitations and Monitoring Requirement — Outfall 001 of the NPDES Permit NC0003760 issued
to UK. See Part I, Page 1 of 21 for Effluent Limitations.
"Party" means DuPont or UK as the context requires.
"Parties" means DuPont and UK.
"Permits" has the meaning ascribed to it in Article 5.8 of this Agreement.
"Person" means an individual, a partnership, a company, a corporation, a limited liability
company, an association, a joint stock company, a trust, a joint venture, an unincorporated
organization, business organization, any Governmental Authority, any department, agency or
political subdivision and any other organization or entity.
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"Purchase Price" has the meaning ascribed to it in Article 4.4 of this Agreement.
"Real Estate Records" means all business records relating to the Kinston Lease in the possession or
control of UK.
"Records" has the meaning specified in Article 2.2.
"Reliance" means Reliance Industries Ltd, a company incorporated under the laws of India.
"Reliance Lease" means a lease, the terms of which are under negotiation as of the date hereof,
that may be executed by DuPont and Reliance for the area of the Kinston Site shown in the CAD
drawing attached as Exhibit F hereto.
"Second Closing" means the closing (if any) of this transaction with respect to the Y6/Y7 Assets
or a permitted portion thereof as provided in Article 12.2.
"Second Closing Date" means the date of the Second Closing (if any).
"Service Assets" means those assets at the Kinston Site used by UK to provide services to DuPont
in accordance with the terms of the Site Services Agreement.
"Service Assets Lease" means a lease of the Service Assets required to perform the Specified
Services, together with a ground lease to UK for the area of the Kinston Site occupied by such
Service Assets, as further described in Exhibit D, such lease to be terminated automatically upon
termination of the Site Services Agreement as between UK and DuPont.
"Site Services Agreement" means that certain agreement relating to site services at the Site entered
into between DuPont and Invista on or about April 30 2004 and subsequently assigned by Invista
and novated to UK on or about September 30, 2004.
"Specified Services" has the meaning ascribed to it in Article 11.3
"Spinning Assets" means all of those spinning and take up machines and all related machinery,
equipment and apparatus used or useable with the said spinning machines as more fully described
in item 3 of Schedule 3 hereto.
"Tax or "Taxes" means all federal, state, local, foreign or other net or gross income, gross receipts,
net proceeds, goods and services, sales, harmonized sales, use, ad valorem, value added, transfer,
franchise, bank shares, capital stock, customs duties, recapture, withholding, payroll, employment,
social security, health, unemployment, excise, property, severance, alternative or add -on minimum,
environmental or other taxes, assessments, duties, fees, levies or other governmental charges of
any nature whatever, whether disputed or not, together with any interest, penalties, additions to tax
or additional amounts with respect thereto.
"Third Party Contracts" means those contracts identified in Schedule 7.5.

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"Third Party Buyer" means a purchaser (including Reliance) of all of the Y6/Y7 Assets or of the
Spinning Assets only, such purchaser not being an Affiliate of UK.
"UK Assets" has the meaning specified in Article 2.1.
"UK Assets Bill of Sale" means a bill of sale in the form set forth in Exhibit C.
"UK's Ownership Period" means the period commencing on September 30, 2004 and expiring on
the Closing Date.
"Y6/Y7 Assets" means the assets referred to in Article 3 and listed in Schedule 3.
"Y6/Y7 Lease" means the lease to be executed by UK as tenant and DuPont as landlord as further
described in Exhibit A hereto.
"Y6/Y7 Records" means all records of UK that UK is required by law or otherwise to maintain
with respect to the Y6/Y7 Assets and their operation including all data in UK's possession
necessary for DuPont to obtain permits and to operate the assets after the Second Closing (if any)
including without limitation all technical files, technical documents, manufacturing drawings,
equipment spec files, and historical equipment files.
1.2 Interpretation. For all purposes of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires:
(a) The words "herein", "hereof", and "hereunder" and other words of similar import
refer to this Agreement as a whole and not to any particular Section or other
subdivision.
(b)
All accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with GAAP (except as otherwise expressly provided herein).
(c) Any uses of the masculine, feminine or neuter gender shall also be deemed to
include any other gender, as appropriate.
(d) All references herein to actions by a Person, such as "create", "sell", "transfer",
"dispose of', etc., means such action, whether voluntary, involuntary, by
operation of law, or otherwise.
(e) The words "date hereof" shall mean the date of execution and delivery of this
Agreement.
(f) The exhibits and schedules to this Agreement shall be deemed a part of this
Agreement.
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(g)
Each of the representations and warranties of UK and DuPont contained herein is
separate and is not limited, qualified, or modified by the existence, wording, or
satisfaction of any other representation or warranty of UK and DuPont,
respectively, herein.
(h) The singular number includes the plural number and vice versa.
(i) All dollar amounts set forth herein are expressed in United States currency.
ARTICLE 2
ASSETS AND LEASE TERMINATION
Except as provided in Article 3, UK agrees to grant, sell, convey, assign, transfer, and deliver unto
DuPont, and DuPont agrees to purchase, accept and take delivery of the following, as of the
Closing Date:
2.1 Assets: All of the machinery and equipment, materials and buildings present at the Kinston
Site as of the Effective Date, together with the Permits to the extent assignable, and the
Third Party Contracts (the "UK Assets").
2.2 Records: All records of UK that UK is required by law or otherwise to maintain with
respect to the UK Assets and their operation including all data in UK's possession
necessary for DuPont to obtain permits and to operate the assets after the Closing including
without limitation all technical files, technical documents, manufacturing drawings,
equipment spec files, and historical equipment files (the "Records").
UK further agrees that the asset sale transaction contemplated by this Agreement shall include the
termination of the Kinston Lease. As a result of such termination, UK shall have no further
obligations thereunder other than obligations arising during the UK Ownership Period.
ARTICLE 3
Y6/Y7 ASSETS and Y6/Y7 RECORDS
The Parties acknowledge that UK is seeking to sell the Y6/Y7 Assets to Reliance, or, failing that,
to another Third Party Buyer. The Y6/Y7 Assets form part of the UK Assets and the Y6/Y7
Records form part of the Records, but they both shall be excluded from the UK Assets and
Records to be transferred at Closing. The Y6/Y7 Assets and Y6/Y7 Records shall be dealt with
as further described in Article 12 hereof.

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ARTICLE 4
PURCHASE PRICE AND MISCELLANEOUS EXPENSES
Subject to the terms and conditions of this Agreement, in consideration of the sale, conveyance,
assignment, transfer and delivery by UK of the UK Assets, DuPont and UK agree as follows:
4.1 Assumption of Liabilities: DuPont shall be responsible for paying, performing and
discharging when due, all Liabilities arising out of or in connection with the operation or
ownership of the UK Assets by DuPont after the Closing Date, (and in the case of the
Y6/Y7 Assets, after the Second Closing Date, if any) provided however that the Site
Services Agreement shall continue to apply with respect to Liabilities incurred after the
Closing Date that arise in connection with the continued provision of the Specified Services
by UK to DuPont thereunder, including, without limitation, responsibility for payment of
UK's employees, suppliers and contractors. DuPont shall have no liability for any
Liabilities arising on or prior to the Closing Date except as provided in the Invista
Agreement.
4.2 Excluded Liabilities: DuPont shall not assume any liabilities and obligations (whether
known or unknown, fixed or contingent) of UK to the extent that they arise out of or relate
to the ownership, use or operation of the UK Assets during UK's Ownership Period, or to
the ownership of the Kinston Lease during UK's Ownership Period, in each case to the
extent that they arise out of actions, events or omissions that occurred (or failed to occur)
with respect thereto during UK's Ownership Period.
4.3 D&R Payment. The parties agree that in connection with the purchase and sale of the
assets contemplated by this Agreement, DuPont has required that certain UK Assets must
be demolished and removed, which action will require payment of certain D&R Costs.
DuPont will not assume the D&R Costs and has required UK to pay the D&R Costs.
However, DuPont has agreed that to discharge UK's obligation to pay the D&R Costs,
DuPont will accept payment of the D&R Contribution Amount from UK as a condition to
Closing, and that amount, together with the further payment, if any, referenced in Article
12, shall be in satisfaction of UK's obligations with respect to the D&R Costs (except as
further provided in Article 12).
4.4 Purchase Price: The purchase price ("Purchase Price") for the UK Assets, the Records and
the surrender of the Kinston Lease pursuant to the Termination Agreement shall be the sum
of three million dollars ($3,000,000), payable on the Closing Date in immediately available
funds in United States Dollars by wire transfer to an account at a bank or banks to be
designated by UK in writing to DuPont prior to the Closing Date.
4.5 Allocation: UK and DuPont shall be free to allocate the Purchase Price among the UK
Assets in accordance with Section 1060 of the Code. In addition, UK and DuPont hereby
undertake and agree to file timely any information that may be required to be filed pursuant
to any treasury regulations promulgated under Section 1060(b) of the Code, and shall use
the allocation determined pursuant to this Article 4.5 in connection with the preparation of
IRS Form 8594 (and any supplemental filings required in connection therewith) as such

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form relates to the transactions contemplated by this Agreement. Neither UK nor DuPont
shall file any tax return or other document or otherwise take any position for tax purposes
that is inconsistent with the allocation determined pursuant to this Article 4.4.
4.6 Sales. Use. Transfer and Similar Taxes and Charges: UK and DuPont shall each be liable
respectively for and remit without reimbursement any sales, use, and similar taxes and
surcharges so imposed upon that Party by the laws of any duly constituted authority having
jurisdiction over this Agreement. DuPont shall, at the Closing date, provide UK evidence
documenting its exemption from certain of such aforementioned taxes or permits
authorizing DuPont's direct payment to the authority so imposing tax. Notwithstanding any
other provisions contained within this Agreement, neither Party shall be responsible for any
penalties or interest due as a result of the other's failure to pay, either timely or accurately,
any taxes attributable to this Agreement. UK shall be responsible for any taxes, additions to
taxes arising out of audit or otherwise, and any penalties and interest relating to the UK
Assets for that period prior to the Closing Date. In like manner, DuPont shall be
responsible for any taxes, additions to taxes arising out of audit or otherwise, and any
penalties and interest relating to Kinston Assets for that period beginning on and continuing
after the Closing date. DuPont will cooperate with UK in executing transfer tax
documentation as required under local law, and UK shall be responsible for payment of any
and all transfer tax due from the transactions described herein.
ARTICLE 5
UK'S REPRESENTATIONS AND WARRANTIES
Except as otherwise provided in this Agreement or any Disclosure Schedule, UK separately
represents and warrants with respect to the UK Assets and the Kinston Lease that, except as
provided in Article 5.4, as of the date hereof:
5.1 Organization; Good Standing: UK is a limited liability company duly organized, validly
existing and in good standing under the laws of the State of North Carolina and owns and
has requisite power to own the UK Assets.
5.2 No Conflict with Other Instruments or Agreements: Neither the execution, delivery or
performance of this Agreement by UK, nor the consummation of the transactions
contemplated by this Agreement by UK, will:
(a) violate any provision of the Articles of Organization or Bylaws of UK, or any
law, rule, regulation, order, judgment or decree by which UK or any of the UK
Assets may be bound; or
(b) conflict with, result in a breach of the terms and conditions of, or result in the
imposition of any lien or other encumbrance on or with respect to any of the UK
Assets as a result of the provision of, or constitute a default under, any agreement
to which UK is a party or by which it or any of the UK Assets may be bound.

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5.3 Authorization; Binding Effect:
(a) UK has the corporate power, including all necessary authorization, to execute,
deliver and fulfill the provisions of this Agreement, and this Agreement
constitutes a legal, valid and binding agreement of UK enforceable against UK in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, or similar laws affecting the enforcement of creditors'
rights generally and rules and laws concerning equitable remedies.
(b)
5.4 Title:
No consent, authorization, or approval of, or exemption by, or filing with, any
court or governmental, public, or self -regulatory body of authority is required in
connection with the execution, delivery and performance by UK of this
Agreement or the taking of any action herein contemplated to be taken by UK.
As of the Closing Date and, with respect to such of the Y6/Y7 Assets as may be transferred
to DuPont pursuant to Article 12.2, at the Second Closing (if any) and except as otherwise
provided in Article 12 or otherwise agreed by DuPont in writing:
(a) UK will have good title to the UK Assets and the Kinston Lease free and clear of all
liens and other encumbrances;
(b) No third party will have any option, agreement, understanding or right of first refusal to
purchase all or any part of the UK Assets or the Kinston Lease or to acquire any
leasehold interest in the Kinston Site;
(c) There will be no security interests in, encumbrances on or rights, uses, or privileges of
others with respect to the UK Assets, the Kinston Lease or any portion of the Kinston
Site.
5.5 Compliance with Law; Governmental Consents: Except as set forth in Disclosure Schedule
5.5 or otherwise set forth herein, the UK Assets have been operated, and the Records have
been maintained, during UK's Ownership Period in material: compliance with all applicable
laws, regulations and codes, including those relating to or governing the environment and
employee relations, of any Governmental Authority having jurisdiction over the operation
of the Assets and the maintenance of the Records, and UK has not been notified in writing
of, any noncompliance therewith. No consent, authorization, or approval of, or exemption
by, or filing with, any court or Governmental Authority, public, or self -regulatory body of
authority is required in connection with the execution, delivery and performance by UK of
this Agreement.
5.6 Brokers or Finders: DuPont will not be or become liable for any brokerage, finder's or
other fee or commission payable to any broker, finder or investment banker (other than
those engaged by DuPont) in connection with the transfers contemplated by this
Agreement.
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5.7 Taxes: There is no dispute or claim concerning any liability for Taxes of UK relating to the
UK Assets raised in writing by any Governmental Authority. There are no liens on the UK
Assets that have arisen in connection with any failure (or alleged failure) to pay any Tax,
and there is no basis for the assertion of any claims attributable to Taxes which, if
adversely determined, would result in any liens on any of the UK Assets. All Tax filings
with respect to the UK Assets have been filed in a timely manner (taking into account
permissible extensions) and to UK's knowledge each such Tax filing was true, complete
and correct and all Taxes shown thereon, including penalties and interest, have been paid.
5.8 Environmental Matters: Permits:
As to UK's Ownership Period and except as set forth in Disclosure Schedule 5.8, UK is and
has been in material compliance with all applicable Environmental Laws affecting the UK
Assets and the Kinston Lease. Further, and except as set forth in Disclosure Schedule 5.8,
UK does not know of any new pending or threatened claims, proceedings or other
communications that relate to a violation by UK under any applicable Environmental Laws
in respect of the UK Assets or any actual or threatened assertion that UK is responsible to
undertake or bear the cost of any Liabilities under any Environmental Laws in respect of
the UK Assets. UK has been and is in material compliance with all permits, approvals and
licenses (collectively "Permits") related to UK's use and ownership of the UK Assets under
applicable law required to be held by UK and such Permits are in full force and effect as of
the date hereof. No revocation, cancellation or withdrawal of any such Permits has
occurred or has been threatened.
UK has delivered to DuPont copies of any written reports, studies or other communications
in the possession or control of UK that relate to environmental conditions of the UK Assets
at the Kinston Site first arising during UK's Ownership Period and Schedule 5.8 identifies
any other reports, studies or other communications that relate to any environmental
condition of the UK Assets of which UK has knowledge that first arose during UK's
Ownership Period.
5.9 Disclosure: No representation or warranty of UK contained in this Agreement or other
document to be executed and delivered by UK in connection with the transactions
contemplated by this Agreement is untrue or omits or misstates a material fact necessary in
order to make the statements herein or therein, in light of the circumstances under which
they were made, not misleading.
ARTICLE 6
DUPONT'S REPRESENTATIONS AND WARRANTIES
DuPont represents and warrants that as of the date hereof:
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6.1 Organization; Good Standing: DuPont is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and has full corporate power to
execute, deliver and perform this Agreement.
6.2 No Conflict with Other Instruments or Agreements: Neither the execution, delivery or
performance of this Agreement by DuPont, nor the consummation of any of the
transactions contemplated by this Agreement by DuPont will:
(a) violate any provision of the Certificate of Incorporation, Bylaws or similar
constitutional documents of DuPont, or any law, rule, regulation, order, judgment
or decree by which the DuPont may be bound; or
(b) conflict with, result in a breach of the terms and conditions of, or constitute a
default under, any agreement to which DuPont is a party or by which it may be
bound.
6.3 Authorization: Binding Effect:
(a) DuPont has the corporate power, including all necessary authorizations, to
execute, deliver and fulfill the provisions of this Agreement, and this Agreement
constitutes a legal, valid and binding agreement of DuPont enforceable against
DuPont in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, or similar laws affecting the enforcement
of creditors' rights generally and rules and laws concerning equitable remedies.
(b) No consent, authorization, or approval of, or exemption by, or filing with, any
court or governmental, public, or self -regulatory body of authority is required in
connection with the execution, delivery and performance by DuPont of this
Agreement or the taking of any action herein contemplated to be taken by
DuPont.
6.4 Brokers or Finders: UK will not be or become liable for any brokerage, finder's or other
fee or commission payable to any broker, finder or investment banker (other than those
engaged by UK) in connection with the transfer contemplated by this Agreement.
6.5 Environmental Matters. DuPont is the former owner of the Kinston Site and as such is
knowledgeable as to the environmental condition of the Kinston Site. DuPont
acknowledges its pre-existing obligations concerning remediation of certain conditions at
the Site under the applicable provision of the Invista Agreement as required under RCRA
and otherwise by the North Carolina Department of Environment and Natural Resources.
For the avoidance of doubt the Parties acknowledge that nothing in this Agreement shall
affect the environmental indemnity provisions set forth in the Invista Agreement as they
relate to the Kinston Site, including in particular the indemnity given by Invista with
respect to Invista's and its successors' operations at the Kinston Site at any time after April
30, 2004 (and the representations set forth in this Article 8 shall be supplementary to such

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indemnity obligations), and the indemnity given by DuPont with respect to its ownership
and operations at the Kinston Site on or before April 30, 2004.
ARTICLE 7
COVENANTS
7.1 Transfer of Assets: At and after the Closing (and at and after the Second Closing (if any)
with respect only to such of the Y6/Y7 Assets and Y6/Y7 Records as may be transferred at
such date), UK shall take all such steps as may be necessary or appropriate, in the judgment
of DuPont, such that DuPont shall be placed in actual possession and control of the UK
Assets and Kinston Lease respectively. In furtherance thereof, UK shall execute and deliver
such additional instruments of conveyance and transfer as DuPont may reasonably require,
in the judgment of DuPont, in order to more effectively vest in DuPont title to, and put
DuPont in possession of, the UK Assets.
7.2 Required Approvals, Consents, Permits: Each Party shall, as promptly as practicable
following the execution and delivery of this Agreement, make, or cause to be made, all
filings required to be made by them (or their applicable Affiliates) in order to consummate
the transactions contemplated by this Agreement; and UK shall take steps as are within its
power to cause DuPont to be in possession of all Permits that are by their terms assignable
to operate the UK Assets as are held by UK as of the Effective Date.
7.3 Confidentiality: Each party acknowledges and agrees that information being provided to it
in connection with the transactions contemplated by this Agreement is subject to the terms
of that certain Confidentiality Agreement dated as of April 11, 2005, by and between UK
and DuPont (the "Confidentiality Agreement"), the terms of which are incorporated herein
by reference. Each party shall maintain the confidentiality of information provided to it in
connection with the transactions contemplated by this Agreement in accordance with the
terms of the Confidentiality Agreement, except to those disclosures and other actions as
may be authorized by the Confidentiality Agreement between the parties hereto and
Reliance Industries, Limited under date of November 13, 2007.
7.4 Publicity: No public release or announcement concerning this Agreement or the
transactions contemplated by this Agreement shall be issued by either Party or any of its
Affiliates without the prior written consent of the other, except as required by applicable
securities or other laws and regulations.
7.5 Consents to assignment of Third Party Contracts: Schedule 7.5 sets forth all of the Third
Party Contracts in which DuPont desires assignment and for which the consent of the other
contracting party may be required. UK shall take make all commercially reasonable
efforts to procure such consent by the Closing Date or as soon thereafter as is practicable.
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ARTICLE 8
DUPONT'S INDEMNITY
Subject to the limitations and procedures of Article 14 hereof, DuPont shall indemnify and hold
UK, which, for purposes of this indemnity, in addition to the definition provided in this
Agreement, includes UK's directors, officers, employees, agents, stockholders, Affiliates,
members and controlling persons, harmless from all Losses to the extent that they relate to or arise
out of any breach of any of the representations or warranties of DuPont contained in this
Agreement, or non -fulfillment of any agreement or covenant on the part of DuPont under this
Agreement.
ARTICLE 9
UK'S INDEMNITY
Subject to the limitations and procedures of Article 14 hereof, UK shall indemnify and hold
DuPont, which, for purposes of this indemnity, in addition to the definition provided in this
Agreement, includes DuPont's directors, officers, employees, agents, stockholders, Affiliates,
members and controlling persons, harmless from all Losses to the extent they relate to or arise out
of any breach of any of the representations or warranties of UK contained in this Agreement, or
non -fulfillment of any agreement or covenant on the part of UK under this Agreement.
ARTICLE 10
CLOSING AND SECOND CLOSING
10.1 Closing: The closing of the transactions contemplated herein (the "Closing") (except for such
transactions as my occur at the Second Closing) shall take place at the offices of UK (or such
other place as the Parties agree) within five(5) business days following receipt by UK of all
required approvals, consents and releases required to enable it to comply with its
representations and warranties hereunder. The Closing in each case shall be deemed
effective as of 11:59 P.M on the date of the Closing (the "Closing Date").
10.2 DuPont Deliverables at the Closing
At the Closing, DuPont shall:
(a) Pay the Purchase Price to UK;
(b) Deliver to UK a certificate of a duly authorized officer of DuPont confirming the
accuracy on the Closing Date of the representations and warranties of DuPont contained
herein, and that DuPont has performed or complied with all of the terms, covenants and
conditions of this Agreement to be performed or complied with by DuPont at or prior to
the Closing Date; and
(c) Execute and deliver the Y6 /Y7 Lease;
(d) Execute and deliver to UK the Lease Termination Agreement; and
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(e) Execute and deliver the Service Assets Lease.
10.3 UK Deliverables at the Closing:
At the Closing, UK shall:
(a) Deliver to DuPont a certificate of a duly authorized officer of UK confirming the
accuracy on the Closing Date of the representations and warranties of UK contained
herein as they relate to the UK Assets, and that UK has performed or complied with all
of the terms, covenants and conditions of this Agreement to be performed or complied
with by UK at or prior to the Closing.
(b) Execute and deliver a Bill of Sale substantially in the form of Exhibit C hereto together
with such assignments, easements, bills of sale, endorsements, notices, consents,
assurances and such other instruments of conveyance and transfer as counsel for
DuPont shall reasonably request and submit to UK in order to vest in DuPont good title
to all of the UK Assets, subject to UK's rights under Article 12. Simultaneously with
the delivery of such Bill of Sale, UK shall take all such steps as may be necessary to put
DuPont in actual possession and control of the UK Assets.
(c) Execute and deliver the Y6/Y7 Lease;
(d) Pay to DuPont the D&R Contribution Amount;
(e) Execute and deliver to DuPont the Lease Termination Agreement, a special warranty
improvements deed, and all such other normally expected documents for transactions of
this size and complexity as are necessary to terminate the Kinston Lease.
(f) Execute and deliver such normally expected seller documents reasonably required by a
title insurer licensed to do business in North Carolina to issue a North Carolina ALTA
Title Insurance Policy acceptable to DuPont insuring title to the Site in the amount of
$3,000,000 in favor of DuPont subject only to those title exceptions shown on the
Chicago Title Insurance Title Insurance Commitment # 07-0040236, Revision #1. For,
Section 2 items (a-e only) UK shall deliver the appropriate cancellations, releases,
terminations, discharges, or satisfactions of record, and UK shall deliver the appropriate
Lien Affidavit as is set forth in item 6 of Exhibit E attached hereto and made a part
hereof for the issuance of the title policy in favor of DuPont. DuPont shall be
responsible for the payment of the owner's title insurance policy premium and other
items specified on Exhibit E; and
(g) Execute and deliver the Service Assets Lease.
(h) Execute any documents required to consummate the transfer of the Permits that are
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(i) Release deeds for the first and second deeds of trust to which UK is a party and all
relevant UCC Amendments.
10.4 Conditions to DuPont's Obligation:
The obligation of DuPont to consummate each of the various transactions contemplated by this
Agreement at the Closing is subject to the satisfaction of the following conditions as of the Closing
Date:
(a) No injunction restraining or prohibiting the transactions contemplated hereby shall
have been issued by a court or Governmental Authority.
(b)
UK and its officers and counsel shall have executed and delivered the items
described in Article 10.3 of this Agreement.
(c) UK shall have performed and complied in all material respects with its covenants
set forth in this Agreement required to be performed or complied with by UK before
the Closing.
(d) The representations and warranties of UK contained in this Agreement, in any
schedule(s) hereto, and the Exhibits hereto shall be true and correct in all material
respects.
(e) DuPont shall have received a North Carolina ALTA title commitment from a title
company licensed to do business in North Carolina for the Site, substantially in
accordance with the provisions of Article 10.3.(f), provided DuPont must use
commercially reasonable efforts to secure such title commitment in a timely
manner.
(f)
(g)
UK shall have delivered to DuPont, or its attorney for use by the Title Insurance
Company such documents as are necessary to remove such title exceptions that are
not in accordance with the title exception provisions of Article 10.3.(f); and
UK shall have executed and delivered a special warranty improvements deed and all
such other documents as are necessary to terminate the Kinston Lease, and all such
documents that are necessary for the issuance of the North Carolina ALTA Title
Insurance Policy covering the Site, with those exceptions presently existing upon
the Site, other than those for which UK shall undertake cancellation or removal as
set forth in Section 10.3 (f).
10.5 Conditions to UK's Obligation: The obligation of UK to consummate the transactions
contemplated by this Agreement at the Closing is subject to the satisfaction of the
following conditions as of each Closing Date:
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(a) No injunction restraining or prohibiting the transactions contemplated hereby shall
have been issued by a court or Governmental Authority.
(b) DuPont shall have delivered to UK the items set forth in Article 10.2 of this
Agreement.
(c) The representations and warranties of DuPont contained in this Agreement, in any
schedule(s) hereto, and the Exhibits hereto, and/or in any written statement
delivered to UK under this Agreement shall be true and correct in all material
respects.
(d) Reliance shall have either (i) given UK its written confirmation that it has reached
agreement with DuPont in all substantial respects on the terms of the Reliance
Lease, of the Site Services Agreement (with SLAs), of the DuPont environmental
indemnity and of DuPont's expansion area construction authorization; or (ii)
terminated negotiations for the acquisition of the Y6/Y7 Assets.
(e) Receipt by UK of all approvals, consents and releases required to enable it to
comply with its representations and warranties hereunder, including approval by the
Board of Directors of Unifi Inc. and by the first and second lienholders under the
deeds of trust to which Unifi Inc. is a party
10.6 The Second Closing: The Second Closing (if any) shall take place in accordance with the
provisions of Article 12.2.
ARTICLE 11
POST CLOSING
UK and DuPont agree that after the Closing :
11.1 Delivery of Records: As soon after the Closing as is reasonably practicable, UK shall cause
the Records to be delivered to DuPont.
11.2 Tax Matters: DuPont and UK agree to reasonably cooperate and assist one another
regarding all Tax matters related to the UK Assets transferred pursuant to this Agreement.
DuPont agrees to cooperate and assist UK in connection with any Tax audits of UK for any
periods ending on the date prior to the Closing Date.
11.3 Site Services: From the Closing Date, and notwithstanding anything to the contrary in the
Site Services Agreement, UK hereby confirms that it will continue to provide the services
specified in Schedule 11.3 hereof (the "Specified Services") to DuPont until June 30, 2008,
at the costs calculated and agreed upon by the parties for the provision of site services for
2008 (the understanding of the parties being that UK would provide the site services only
through June 30, 2008). The Parties hereby further agree to an extension of the Site
Services Agreement until August 31, 2008, (the "Extension Period") at DuPont's sole cost,
provided however that (a) DuPont may give not less than sixty (60) days' prior written
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notice to terminate such agreement at any date earlier than August 31, 2008, and (b) any
increase in the cost of providing such services (or a particular service) during the Extension
Period shall be discussed by the parties and DuPont shall have the right to elect to pay the
increased cost or discontinue such service, if it determines that the increase is not
acceptable. DuPont acknowledges that UK has contracted with its Site personnel to pay
them a premium for staying on the job until June 30, 2008 in order to provide DuPont with
the Specified Services. UK has no contractual arrangements with such personnel for the
Extension Period and can not assure DuPont of the cost of providing the Specified Services
for the Extension Period. Any increase in the cost of services shall become effective as of
the applicable increase date. Any election to discontinue all or any particular Specified
Service shall become effective as DuPont shall specify, subject to reasonable and
appropriate termination procedures. DuPont shall pay the increased cost for the period from
the applicable increase date until the Specified Service is discontinued.
11.4 Cleanup actions with respect to the coal pile at the Kinston Site: Prior to termination of the
Site Services Agreement, and without prejudice to any relevant obligations thereunder or
hereunder, UK shall at its sole expense; (a) erect runoff retention fencing (standard erosion
control fencing) to control runoff from the coal pile and install straw filter(s) and catch
basin back up filters; (b) scrape the coal pile area and run off ditches to remove stained
surface soil down gradient as far as the rail spur to the south.
ARTICLE 12
DISPOSITION of Y6/Y7 ASSETS
12.1 Third Party Sale. DuPont acknowledges that UK is seeking to realize additional value by
disposing of the Y6/Y7 Assets through a sale to a Third Party Buyer of all such assets or
the sale of the Spinning Assets only. As between the Parties, it is agreed that the Y6/Y7
Lease is granted for that purpose only. UK shall not permit any other party to conduct any
operations or bring any materials onto the leased property without DuPont's consent, other
than any materials necessary to preserve the Y6/Y7 Assets..
12.2 If No Sale Within Two Years. If a sale of all of the Y6/Y7 Assets shall not have been
consummated at or before the second anniversary of the Closing Date, then UK's right to
effect a sale thereof shall expire and UK shall promptly convey, by way of Bill of Sale
(substantially in the form of Exhibit C), all such assets to DuPont, free and clear of any
rights of UK. If, on the second anniversary of the Closing Date only the Spinning Assets
have been sold and UK has not given notice pursuant to Section 12.6, then UK's right to
effect a sale of the remaining assets shall expire and UK shall convey to DuPont, via Bill of
Sale and other appropriate documents the remaining Y6/Y7 Assets and Y6/Y7 Records. On
no account shall any assets comprising the Y6/Y7 Assets, other than the Spinning Assets,
be sold to a Third Party Buyer, except as a single unit. The Gross Consideration shall be
consistent with a sale between unrelated third parties dealing at arm's length. Until such
time as the Y6/Y7 Assets are sold, transferred or utilized as provided for above, UK shall
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take all commercially reasonable precautions to preserve them in the state in which they
exist at the Closing and shall indemnify DuPont pursuant to the terms of UK's Indemnity
under Article 9 hereof for any Loss incurred by DuPont due to the negligence of UK in
failing to maintain or secure them or (in the case of sale of the Spinning Assets separately)
due to any damage caused to the remaining assets in the course of removal of the Spinning
Assets.
12.3 Reliance Sale. In the context of article 12.1 above, the Parties anticipate in particular that
UK may sell the Y6/Y7 Assets to Reliance. DuPont agrees to co-operate in all reasonable
respects in assisting UK to consummate such a transaction to Reliance. Schedule 12.3 sets
forth certain particulars of DuPont's agreed upon co-operation in such a sale.
12.4 Additional D&R Payment. If UK consummates one or more transactions with a Third Party
Buyer for the sale of the Y6/Y7 Assets or the Spinning Assets separately, then UK shall, on
receipt of the Gross Consideration or any portion thereof pay to DuPont a sum equal to fifty
per cent (50%) of such Gross Consideration or part thereof up to a maximum of four
million United States Dollars (US$4,000,000) in the aggregate, which sum is intended as a
contribution to the D&R Costs. It is understood that the timing and scope of expenditure (if
any) on demolition and removal of any of the UK Assets by DuPont shall be entirely within
DuPont's sole and absolute discretion.
12.5 Nitrogen Credits: As of the Effective Date, UK holds 30,493 pounds of Nitrogen Credits as
a part of its discharge permit for the Waste Water Treatment Plant. The Waste water
Treatment Plant is a part of the assets being conveyed to DuPont in the contemplated
transaction and the nitrogen discharge credits are necessary for the operation of the Plant. If
UK notifies DuPont at any time that negotiations for the sale of the Y6/Y7 Assets to
Reliance have been defmitively terminated, DuPont agrees to co-operate with UK to
market and sell up to 5000 pounds of the Nitrogen Credits. DuPont may specify that a
lesser quantity may be sold if it determines that more than 25,493 pounds are needed to
allow all businesses on the Kinston Site utilizing the Waste Water Treatment Plant to
conduct their respective anticipated operations at the Kinston Site, provided however that,
in such event, DuPont shall pay UK for all such pounds/Credits which it restricts from sale
at the same per pound rate as the pounds sold or that could have been sold to an otherwise
willing buyer of such pounds/Credits. The net proceeds of any such sale (after deduction of
any related expenses incurred by DuPont) and payment for pounds/Credits restricted from
sale, as above set forth shall be remitted by DuPont to UK at the closing of such
transaction.
12.6 Exceptions to UK's representations and obligations: The provisions of this Article 12
constitute an exception to UK's representations as to absence of encumbrances set forth in
Article 5.4. Furthermore, the sale of the Y6/Y7 Assets or the Spinning Assets to a Third
Party Buyer in accordance with this Article 12 shall not constitute a breach of UK's
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ARTICLE 13
RIGHT OF TERMINATION; DISPUTE SETTLEMENT.
13.1 Termination: This Agreement may, by notice given prior to or at the Closing, be terminated
by either Party in the event of a material breach by the other Party of its obligations
hereunder where such breach has not been cured within 30 days (or cure actions have not
been implemented, if cure is of a nature that will take more than 30 days) following receipt
of notice of breach from the non -breaching Party.
13.2 Other Remedies: Each Party's right of termination under this Article 13 is in addition to
any other rights it may have under this Agreement or otherwise, and the exercise of a right
of termination will not be deemed an election of remedies. If this Agreement is terminated
pursuant to this Article 13, all further obligations of the Parties shall terminate except that
the obligations in Article 7.3 will survive; provided, however, that if this Agreement is
terminated because of a breach of the Agreement by the other Party or because one or more
conditions to the terminating Party's obligations under this Agreement is not satisfied as a
result of the other Party's failure to comply with its obligations under this Agreement, the
terminating Party's right to pursue all legal remedies available hereunder will survive such
termination unimpaired.
13.3 Dispute Settlement: The Parties shall endeavor to settle any dispute by mediation under the
Center for Public Resources ("CPR") Model Procedure for Mediation of Business Disputes
in effect on the date one Party gave notice of the dispute to the other Party. The Parties
shall select a neutral third party mediator from the CPR Panels of Neutrals, with the
assistance of CPR, unless the Parties agree otherwise. In the event such dispute is not
resolved by such mediation within thirty (30) days after the submission to the mediator, the
dispute shall be submitted to a panel of three (3) arbitrators for arbitration to be
administered by the American Arbitration Association under the then -current Commercial
Arbitration Rules of the American Arbitration Association and to take place in Greensboro,
North Carolina. The decision of the arbitrators with respect to such dispute shall be final
and binding upon the parties and may be entered by any court having jurisdiction
hereunder. The arbitrators shall have no power or authority to award punitive, exemplary or
similar damages and each party expressly waives and foregoes any right to punitive,
exemplary or similar damages. The arbitrators shall award the prevailing party, if any, its
costs and expenses of arbitration, including, but not limited to attorney and other
professional fees, and all other fees, costs and amounts.
ARTICLE 14
PROCEDURES FOR INDEMNIFICATION.
14.1 Notice: Control: Each Party to this Agreement shall give prompt written notice to the
other Party of each claim for indemnification hereunder specifying that indemnification is
sought pursuant to this Agreement, the amount (to the extent known), nature of and event
giving rise to the claim, and of any matter that is likely to give rise to an indemnification
claim. The indemnifying Party has the right to control, at its expense, the defense of any
such matter or its settlement. Failure to give timely notice of a matter that may give rise to
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an indemnification claim shall not affect the rights of the indemnified Party to collect such
claims from the indemnifying Party so long as (and only to the extent that) such failure to
so notify does not adversely affect the indemnifying Party's ability to defend such claim
against a third party. No indemnifying Party, in the defense of any claim or litigation, shall,
except with the consent of an indemnified Party, which consent shall not be unreasonably
withheld or delayed, consent to entry of any judgment or enter into any settlement by which
such indemnified Party is to be bound and which judgment or settlement does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified
Party of a complete release from all liability in respect to such claim or litigation.
14.2 Claim limitations
a) A Party shall not be liable with respect to any claim hereunder to the extent the liability
of the Party in respect thereof is incurred or increased as a result of any legislation or
regulation not in force at the Effective Date or as a result of any change in legislation or
regulation thereafter.
b) It is intended that the provisions of this Agreement with respect to claims by one Party
against the other shall apply to all claims relating to the transactions contemplated
hereby, regardless of whether such claims are based in tort (including, without
limitation, negligence), contract, or other legal grounds, and shall provide each Party its
exclusive remedies for any such claims.
c) Notwithstanding any other provision in this Agreement, the representations and
warranties of UK contained herein shall survive the Closing and remain in full force
and effect for a period of two (2) years thereafter, except that (i) the representations
and warranties in Articles 5.1, 5.2, 5.3, 5.4 and 5.8 shall survive indefinitely and (ii)
the representations and warranties in Article 5.7 shall survive for seven (7) years after
Closing or until expiration of the applicable statute of limitations (whichever is
shorter).
ARTICLE 15
MISCELLANEOUS.
15.1 Pees: Except as otherwise specifically provided herein, the Parties shall pay their own
expenses including attorney's fees, incident to the preparation and performance of this
Agreement, whether or not the transactions contemplated herein are consummated.
15.2 Amendments: This Agreement shall not be amended or modified except in writing, signed
by both Parties.
15.3 Successors: This Agreement shall be binding upon and inure to the benefit of the Parties
hereto and their respective successors and assigns, provided that neither Party shall assign
this Agreement or any rights herein without the other Party's prior written consent, which
shall not be unreasonably withheld. Assignment by either Party to a competitor of the other
Party shall be reasonable grounds to withhold consent.
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15.4 Merger: All understandings and agreements heretofore existing between the Parties
regarding the purchase and sale of the UK Assets are merged into this Agreement, the
Schedules and Exhibits hereto, which fully and completely express the agreement of the
Parties and were entered into alter adequate investigation, neither Party relying upon any
statement or representation not embodied in this Agreement or its Schedules or Exhibits.
15.5 Non -waiver of Remedy: The failure of UK or DuPont to insist, in any one or more
instances, upon the strict performance of any of the terms, conditions or covenants of this
Agreement shall not be construed as a waiver or relinquishment for the future of such term,
condition or covenant. A receipt by UK or DuPont of any money with knowledge of the
breach of any term, condition or covenant of this Agreement, shall not be deemed a waiver
of such breach, and no waiver, change, modification or discharge by either Party hereto of
any provision in this Agreement shall be deemed to have been made or shall be effective
unless expressed in writing and signed by both UK and DuPont. In addition to the other
remedies provided in this Agreement, UK and DuPont shall be entitled to the restraint by
injunction of the violation, or attempted or threatened violation, of any of the terms,
conditions or covenants of this Agreement, or to a decree compelling performance of any
of such term, condition or covenant.
15.6 Notices: All notices, consents, requests and approvals, any notice of change in address for
the purpose of this Article, and other communications provided for or required herein, shall
be deemed validly given, made or served, if in writing, and delivered (a) on the day given if
served personally or if sent by telecopy to the facsimile number indicated below with a
confirmatory notice, (b) two (2) days following if sent by delivery to a nationally -
recognized express delivery service with instructions and payment for overnight delivery to
the address set forth below:
If to UK, addressed to:
Unifi Kinston, LLC
7201 W. Friendly Avenue
Greensboro, North Carolina, 27410
Facsimile: [phone]
Attn: Charles F. McCoy
If to DuPont, addressed to:
E. I. du Pont de Nemours and Company
1007 Market Street
Wilmington, Delaware 19898
Attention: Corporate Secretary
Facsimile Number: [phone]
With a copy to:
E. I. du Pont de Nemours and Company

Execution Copy
1007 Market Street
Wilmington, Delaware 19898
Attention: General Counsel
Facsimile Number: [phone]
15.7 Governing Law; Jurisdiction: This Agreement shall be governed by the substantive laws of
the State of North Carolina without regard to its conflicts of laws principles, and, except as
otherwise provided herein, the State and Federal courts in the City of Greensboro, North
Carolina shall have exclusive jurisdiction over any proceeding seeking to enforce any
provision of, or based upon any right arising out of, this agreement. The parties hereto
hereby irrevocably (i) submit themselves to the personal jurisdiction of such courts, (ii)
agree to service of such courts process upon them with respect to any such proceeding, (iii)
waive any objection to venue laid therein and (iv) consent to service of process by
registered mail, return receipt requested. The parties acknowledge and agree that the
foregoing choice of law and forum provisions are the product of an arms -length negotiation
between DuPont and UK. EACH OF THE PARTIES HERETO IRREVOCABLY
WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.
15.8 Further Assurances: The Parties agree (a) to furnish upon request to each other such further
information, (b) to execute and deliver to each other such other documents and (c) to do
such other acts and things, all as the other Party may reasonably request for the purpose of
carrying out the intent of this Agreement and the documents referred to in this Agreement.
Until the Kinston Lease is surrendered, UK agrees not to take any steps that might prevent
or hinder DuPont from carrying on its existing or known future operations at the Kinston
Site.
15.9 Schedules and Exhibits: All Schedules and Exhibits referred to herein are hereby
incorporated in this Agreement by reference and have been initialed for identification
purposes by representatives of the Parties hereto.
15.10 Headings: The various headings used in this Agreement are for convenience only and are
not to be used in interpreting the text of the Article in which they appear or to which they
relate
15.11 Counterparts: This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, and all of which shall constitute one and the same instrument
15.12 Reliance on Representations and Warranties: Notwithstanding any due diligence performed
by or other inquiry of either party prior to a Closing, and any knowledge of facts
determined or determinable by such Party pursuant to such due diligence or inquiry, the
other party has the right to rely fully upon the representations, warranties, covenants and
agreements of such Party contained in this Agreement.
2
(4)

Execution Copy
15.13 Third Party Beneficiaries: Except as set forth herein, this Agreement is entered into solely
between and may be enforced only by DuPont and UK. This Agreement shall not be
deemed to create any rights in third parties or to create any obligations of either the DuPont
or UK to such third parties.
BALANCE OF PAGE LEFT INTENTIONALLY BLANK
23

Execution Copy
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day
and year first above written.
E. I. du Pont de Nemours and Company Unie Kinston, LLC
By: By:
Name: /%�/ ,. Name:
Title: i//a/t^
itle: ► ads /J� �}— e ro
Date: 2-1 Zpd Date: rR 0A k-)' o� 9) a zpg
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CH
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Date: 5•15 •D6
TELEPHONE RECORD
Project: MCCOO760
Time: /4/5-
M Return Mr./ Mrs. Ai2x T rres
❑ Call to Address
❑ Call from
Representing: JuP v* " 14.1�S�-bK
Telephone: Z5Z • 5 2-.- SM FAX:
Subject: o� 0i4 z ' S 0 ,
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Signed

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