NC0001384_Permit (Modification)_20050728

State of North Carolina
Department of Environment Al,
•
and Natural Resources
Division of Water Quality
Michael F. Easley, Governor C D E ■�
William G. Ross Jr., Secretary
Alan W. Klimek, P.E., Director NORTH CAROLINA DEPARTMENT OF
ENVIRONMENT AND NATURAL RESOURCES
July 28, 2005
Mr. John Knox
Tietex Interiors -Williamsburg Plant
500 Airport Road
Rocky Mount, NC 27804
Subject: NPDES Permit Modification-Name/Ownership Change
Permit NC0001384
Williamsburg Plant
Formerly: Burlington Industries -Williamsburg Plant
Caswell County
Dear Mr. Knox:
In accordance with your request received July 20, 2005, the Division is forwarding the subject
permit modification. This modification documents the change in name/ownership at the subject
facility. 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 December 6, 1983.
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 150B 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 which 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 the telephone number or address listed below.
Sincerely,
Alan W. Klimek, P.E.
cc: Central Files
Winston-Salem Regional Office, Water Quality Section
NPDES Unit
1617 Mail Service Center,Raleigh,North Carolina 27699-1617 919 733-5083,extension 520 (fax)919 733-0719
VISIT US ON THE INTERNET @ http://h2o.enr.state.nc.us/

•
Permit Number NC0001384
•
A. (1.) EFFLUENT LIMITATIONS AND MONITORING REQUIREMENTS
During the period beginning on the effective date of this permit and lasting until expiration, the
Permittee is authorized to discharge from outfall 001 -DOMESTIC WASTEWATER. Such discharges
shall be limited and monitored by the Permittee as specified below:
EFFLUENT Limits Monitoring Requirements
CHARACTERISTICS
Monthly Daily Measurem Sample Sample
Average Maximum ent Type Locations
Frequency
Flow 0.025 MGD Weekly Instantane Influent or
ous Effluent
BODS-20°C SQLe, 30.0 mg/L 45.0 mg/L Weekly Grab Effluent
Total Suspended Restdue 30.0 mg/L 45.0 mg/L Weekly Grab Effluent
NH3-N (April 1 -October 2.0 mg/L Weekly Grab Effluent
31)
NH3-N (November 1- 4.0 mg/L Weekly Grab Effluent
March 31)
Temperature (°C) Weekly Grab Upstream,
Downstream
Temperature (°C) Daily Grab Effluent
Dissolved Oxygen Weekly Grab Effluent,
Upstream,
Downstream
Fecal Coliform (geometric 200/100mL 400/100mL Weekly Grab Effluent
mean)
Total Residual Chlorine 2/Week Grab Effluent
Total Nitrogen (NO2+ NO3 Quarterly Grab Effluent
+TKN)
Total Phosphorus Quarterly Grab Effluent
The pH shall not be less than 6.0 standard units nor greater than 9.0 standard units and shall be
monitored weekly at the effluent by grab sample.
There shall be no discharge of floating solids or visible foam in other than trace amounts.
s Sample Locations:Upstream-Upstream 50 feet from outfall, Downstream-Downstream 50 feet
from outfall.
2 The daily average dissolved oxygen effluent concentration shall not be less than 6.0 mg/L.

Permit Number NC0001384
A. (2.) EFFLUENT LIMITATIONS AND MONITORING REQUIREMENTS
During the period beginning on the effective date of this permit and lasting until expiration, the
Permittee is authorized to discharge from outfall 002-AIR WASHER BLOWDOWN, COMPRESSOR
CONDENSATE, COMPRESSOR COOLING TOWER SLOWDOWN AND WATER SOFTENER
BACKWASH. Such discharges shall be limited and monitored by the Permittee as specified below:
EFFLUENT LimitS Monitoring Requirements
CHARACTERISTICS
Monthly Daily Measuremen Sample Sample
Average Maximum t Frequency Type Location'
Flow Monthly Instantane Effluent
ous
Temperature, oC1 Monthly Grab Effluent,
Upstream,
Downstrea
m
Total Residual Monthly Grab Effluent
Chlorine2
THERE SHALL BE NO CHROMIUM, ZINC, OR COPPER ADDED TO THE COOLING WATER EXCEPT
AS PRE-APPROVED ADDITIVES TO BIOCIDAL COMPOUNDS
The pH shall not be less than 6.0 standard units nor greater than 9.0 standard units and shall be
monitored monthly by grab sample.
There shall be no discharge of floating solids or visible foam in other than trace amounts.
1 The temperature of the effluent shall be such as not to cause an increase in the temperature of the
receiving stream of more than 2.800 and in no case cause the ambient water temperature to exceed
320C.
2 Monitoring requirements only apply if chlorine is added to the treatment system.
The permittee shall obtain authorization from the Division of Water Quality prior to utilizing
any biocide in the cooling water.

Permit Number N00001384
A. (3.) EFFLUENT LIMITATIONS AND MONITORING REQUIREMENTS
During the period beginning on the effective date of this permit and lasting until expiration, the
Permittee is authorized to discharge from outfall 003—COOLING TOWER BLOWDOWN. Such
discharges shall be limited and monitored by the Permittee as specified below:
"EFFLUENT" Limits Monitoring Requirements
CHARACTERISTI
CS
Monthly Daily Measurement Sample Sample
Average Maximu Frequency Type Location
m
Flow Monthly Instantane Effluent
ous
Temperature, 0C1 Monthly Grab Effluent,
Upstream
Downstream
Total Residual Monthly Grab Effluent
Chlorin&
THERE SHALL BE NO CHROMIUM, ZINC, OR COPPER ADDED TO THE COOLING WATER EXCEPT
AS PRE-APPROVED ADDITIVES TO BIOCIDAL COMPOUNDS
The pH shall not be less than 6.0 standard units nor greater than 9.0 standard units and shall be
monitored monthly by grab sample.
There shall be no discharge of floating solids or visible foam in other than trace amounts.
1 The temperature of the effluent shall be such as not to cause an increase in the temperature of the
receiving stream of more than 2.80C and in no case cause the ambient water temperature to exceed
320C.
2 Monitoring requirements only apply if chlorine is added to the treatment system.
The permittee shall obtain authorization from the Division of Water Quality prior to utilizing
any biocide in the cooling water.

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AFacility •
Latitude(001): 36°5'18" Sub Basin: 03-06 02 -
Lon gi tude(001): 79°30'58" Quad#: B2OSE/Williamsburg Location •
Latitude(002): 36°15'19" Stream Class: WSII-NSW
Longitude(002): 79°30'58" Receiving Streams: unnamed tributaries �
Latitude(003): 36°15'27" to Buttermilk Creek No!/'' h WLR Burlington Finance Acquisition LLC
Longitude(003): 79°31'00" and Grays Branch NC0001384
Williamsburg Plant

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July 12, 2005
Ing [1W1i� _
I Ft 1 111
Point Source Branch By Certified Mail i. ;I_ 2 O 2u05
Division of Water Quality i
zi1617 Mail Service Center L. _ --
Raleigh,NC 27699-1617 POINT- W.4 i E;t BRAN H
SOURCE BRANCH
I
Attn:Valery Stephens
Subject: Burlington Industries,LLC-Williamsburg Plant
Ownership Change-Stormwater Permit Coverage#NCG170209
Ownership Change-NPDES Permit#NC0001384
Dear Ms.Stephens:
The Burlington Industries, LLC Williamsburg Plant has been purchase by Tietex Interiors. Attached
please find `Permit Name/Ownership Change Forms'for an ownership change for the Stormwater
Permit #NCG170209 and the NPDES Permit#NC0001384. Also included are purchase documents
as proof of transfer of ownership. The facility will now be called the Williamsburg Plant.
If you have any questions or comments,please contact me at 336-379-2941.
ail•rely
. -id ip,
4
Jo . Knox
Co••orate Environmental Engineering Manager
#1§1@i[qflwirQ
id Jut D
2 _ 2005
cc: Michael Durham-High Point
Mark Morgan- Williamsburg �'°�endR $Wq�R
aou
Storrnwe nds
ry
ter atano
ti tex Interiors-312 South Hamilton Street, Suite 201-High Point, NC 27260
[phone]-[phone] facsimile

W,q)F Michael F.Easley
�0 9Q Governor
William G.Ross Jr.,Secretary
UJ r North Carolina Department of Environment and Natural Resources
O - Alan W.Klimek,P.E.
Director,Division of Water Quality
WATER QIJALITY SECTION
PERMIT NAME/OWNERSHIP CHANGE FORM
CURRENT PERMIT INFORMATION:
Permit Number: N/C/0 /0/0/1/3/8/4/ (NPDES)Williamsburg Plant
Certificate of Coverage Number: N/A
1. Permit holder's name: WLR Burlington Finance Acquistion LLC
2. Permit's signing official's name and title: Robert Fariole
(Person legally responsible for permit)
Director of Engineering
(Title)
3. Mailing address: PO Box 21207 _ City: Greensboro
State: NC Zip Code: 27420 Phone: ( 336 ) 379-4573
IL NEW OWNER/NAME INFORMATION:
1. This request for change is a result of:
* Change in ownership of company _ Name change for company
_ Change in ownership of property/facility _ Name change for property/facility
Other(please explain):
2. Owner Information
Company or Owner Name: Tietex Interiors
(name to be put on permit/certificate of coverage)
Owner's/operator's or signing official's name: John Knox Title: Corporate Environmental Engineering Mgr
Company Contact: Mark Morgan Title: Plant Manager
Owner Mailing address: 500 Airport Road City: Rocky Mount
State: NC Zip Code: 27804 Phone: ( 252 ) 972-6311
E-mail address: [e-mail]
3. Facility Information
Facility Name: Williamsburg Plant
Facility Contact: Mark Morgan Title: Plant Manager
Facility Mailing address: 500 Airport Road City: Rocky Mount
State: NC Zip Code: 27804 Phone [phone]
E-mail address: mmorganna,tietex.com
SWU-239-102501

PERMIT NAME / OWNERSHIP CHANGE FORM
THIS APPLICATION PACKAGE WILL NOT BE ACCEPTED BY THE DIVISION OF WATER QUALITY UNLESS
ALL OF THE APPLICABLE ITEMS LISTED BELOW ARE INCLUDED WITH THE SUBMITTAL.
REQUIRED ITEMS:
1. This completed application
2. Legal documentation of the transfer of ownership(such as a contract,deed,articles of incorporation)
Certification must be completed and signed by both the current permit holder and the new applicant in the case of change of
ownership. For name change only,complete and sign the application certification.
Current Permittee's Certification: •
I, Robert C.Fariole attest that this application for 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 and attachments are not included,this application package will be
returned as incomplete.
Signature: 064 C• 1� Date: 7/ii 2‘10.5----
Applicant's Certification:
I, John Knox ,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 and attachments are not included,this application
package will be ed as comslet-.
Signature: - Date: 7// //(4 -
/
THE COMP ETED APPLICATION PACKAGE,INCLUDING ALL SUPPORTING INFORMATION&MATERIALS,
SHOULD BE SENT TO THE FOLLOWING ADDDRESS:
NC DENR/DWQ/Point Source Branch
Attn:Valery Stephens
1617 Mail Service Center
Raleigh,North Carolina 27699-1617
SWU-239-102501

•
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
AND RELATED MATTERS
THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND
RELATED MATTERS (the"Agreement") is made and entered into as of June ,2005 by and
between Burlington Industries LLC, a Delaware limited liability company(the"Seller")and
International Textile Group,Inc.,a Delaware corporation and parent of Seller("ITG"),and
Tietex Interiors f/k/a Tietex Creations,a North Carolina General Partnership and a division of
Tietex International Ltd.,a South Carolina corporation(the"Buyer").
WITNESSETH:
WHEREAS,pursuant to that certain Asset Purchase Agreement dated May 30,2002,
Buyer acquired from Burlington Industries,Inc. ("Old BI")certain assets of Old BI's residential
upholstery business, and, in connection therewith,the parties entered into certain related
agreements ("Related Agreements"),including the Williamsburg Lease Agreement;the License
Agreement;Transitional Operating Services Agreement-#2 (Transitional Agreement for
Technology Transfer); and Transitional Operating Services Agreement-#4(Flocked Foaming at
Sheffield Plant),and
WHEREAS,pursuant to the Chapter 11 Plan of Reorganization of Old BI adopted as of
November 10,2003, Seller acquired assets from Old BI,including the land,building and
equipment located at the operating facility in Matkins, Caswell County,North Carolina(the
"Williamsburg Plant"),trademarks and technology and assumed the Related Agreements from
Old BI; and
WHEREAS, Buyer wishes to purchase and Seller wishes to sell the Williamsburg Plant,
and the parties desire to amend,alter or terminate the Related Agreements as provided below.
NOW,THEREFORE, in consideration of the recitals hereinabove set forth,and for other
good and valuable consideration,the receipt and sufficiency thereof being hereby acknowledged,
and intending to be legally bound hereby, Seller and Buyer hereby agree as follows:
1. Sale of Real Property. Seller agrees to sell and convey to Buyer,and Buyer agrees
to purchase from Seller, subject to the terms and conditions set forth herein,the Williamsburg
Plant,which is more specifically identified on Schedule 1 attached hereto,together with all
rights,privileges, and easements appurtenant thereto and all improvements and fixtures located
thereon(hereinafter referred to as the"Real Property").
2. Sale of Equipment. The parties shall transfer certain items of equipment and
personal property among one another as follows:
(a) Seller and ITG agree to sell and convey to Buyer, and Buyer agrees to
purchase from Seller and ITG(i)the equipment listed on Schedule 2(a)(i) attached hereto,
which is located on the Real Property, and(ii)the other items of equipment not located

on the Real Property,which are listed and identified on Schedule 2(a)(ii). All of such
equipment will be free from all liens and/or other encumbrances. The Real Property and
the equipment transferred pursuant to this Section 2(a)shall be referenced to hereinafter
as the"Seller's Property.
(b) Buyer agrees to sell and convey to Seller,and Seller agrees to purchase
from Buyer the items of equipment, which are listed and identified on Schedule 2(b)
("Buyer's Property").
(c) It is understood and agreed that the purchase price for the equipment
referred to in section 2(a)and 2(b)shall be part of the Purchase Price consideration
(defined below).
(d) It is understood and agreed that certain other equipment and personal
property shall not be transferred to Buyer as follows: (i)certain items of equipment(listed
on Schedule 2(dxi)),which Seller and/or ITG previously sold to Gibbs International,Inc.
("Gibbs")and which are located on the Real Property and which Buyer,by the attached
letter agreement(Exhibit 2(d)(i)),agrees may remain on the Real Property until no later
than September 30, 2005 (Buyer will have no obligation to insure such equipment while
it remains on the Real Property);and(ii)certain items of equipment(listed on Schedule
2(d)(ii)l,which Seller is in the process of re-locating from the Real Property to its facility
in Reidsville,N.C.
3. All Property to be Transferred "As Is," "Where As". "With All Faults". It is
agreed that title to the Real Property shall be good and marketable and free and clear of all liens,
restrictions, easements, and other encumbrances and title defects objectionable to Buyer,and
shall be insurable as such at basic ordinary rates by a title insurer. Seller's Property and Buyer's
Property to be transferred hereby shall be transferred "as is," "where is" and"with all faults,"
without any warranties,representations or guarantees, either express or implied, of any kind,
nature,or type whatsoever from,or on behalf of, such party transferring such property,except as
specifically set forth in this Agreement. Without limiting the generality of the foregoing,the
parties acknowledge and agree that the transferring party hereby expressly disclaims any and all
implied warranties concerning the condition of such property and any portions thereof,including
but not limited to,environmental conditions,the implied warranties of habitability,
merchantability,or fitness for a particular purpose, except as specifically set forth in this
Agreement. The transferring party makes no express representations or warranties and each
transferee hereby disclaims any and all implied warranties concerning the truth,accuracy and
completeness of any documents or information provided to transferee by transferor or by anyone
acting, or purporting to act, on behalf of transferee. Except as specifically set forth in this
Agreement,the parties agree that no representation by or on behalf of the transferor has been
made to transferee as to the condition of such property, any restrictions related to the
development of such property,the applicability of or compliance with any governmental
requirements, including,but not limited to,environmental laws,or the suitability of such
property for any purpose whatsoever. With respect to the Real Property, Buyer further
acknowledges that Seller does not possess any expertise concerning hazardous materials(as

defined by any federal or state law,rule or regulation)including,without limitation, asbestos,
and,except as otherwise specifically provided in this Agreement,that Buyer is not relying on any
representation,or the lack of same,with respect to hazardous materials as they apply to
conditions on the Real Property. Except as they relate to the representations set forth in this
Agreement,each party unconditionally waives and releases the other from and against any and all
liability,whether known or unknown,present or future,with respect the property being
transferred,and,specifically with respect to the Real Property,Buyer waives and releases Seller
from any known or unknown,present or future arising out of or relating to the presence or
alleged presence of hazardous materials on, in or about the property and for any violation or
alleged violation of any environmental laws, including,but not limited to CERCLA.
4. Assignment of Contracts. Listed on Schedule 4 is a list of all service and other
contracts which affect the Real Property and which shall be assigned to and assumed by Buyer
effective with the Closing Date.
5. Related Agreements. In connection with the purchase and sale of the Real
Property and the equipment and as a part of the consideration to be provided from one party to
the other, the parties also wish to resolve certain matters concerning the Related Agreements as
follows:
(a) With respect to the Williamsburg Lease Agreement, the agreement shall be
terminated effective with the Closing Date. Buyer shall make pro rata lease payments to Seller
for the time period up until the Closing Date.
(b) With respect to the License Agreement,the agreement shall be terminated
effective with the Closing Date. Buyer shall make pro rata royalty payments to Seller for the
time period up until the Closing Date. All rights to the trademarks and other intellectual property
that is the subject of this Agreement shall revert to Seller.
(c) With respect to the Transitional Operating Services Agreement-#2
(Transitional Agreement for Technology Transfer),the agreement shall be terminated and
technology shall be duly transferred from Buyer to Seller effective with the Closing Date. All
rights to the technology and other intellectual property that is the subject of this Agreement shall
revert to Seller.
(d) With respect to the Transitional Operating Services Agreement-#4
(Flocked Foaming at Sheffield Plant),the parties shall be released from any obligations under
this Agreement and it is agreed that there shall be no money owed to either party going forward.
(e) Buyer shall permit Gibbs to store equipment that it has purchased from
ITG at the Williamsburg Plant until September 30, 2005 as set forth hereinabove,provided,
Buyer shall have no obligation with respect to such equipment,including,but not limited to,no
obligation to insure such equipment while it remains at the Williamsburg Plant.

It is recognized that the parties provide services to one another in the ordinary course of business
and that the parties expect to continue to provide such services among one another and that such
services shall be governed by agreements going forward as the parties have developed and may
develop in the future.
6. Purchase Price. The consideration for the transactions described above shall
consist of a payment to be made from Buyer to Seller in the amount of$1,400,000 from Buyer to
Seller(the "purchase Price"). The Purchase Price (plus the pro rata payments and credits as set
forth herein)shall be payable in immediately-available funds to Seller by wire transfer on the
Closing Date(as defined below).
7. Allocation of Purchase Price. The Purchase Price shall be allocated among the
Seller's Property and other related matters as the parties hereto shall agree in a writing
referencing this Section 7 and executed and delivered at the Closing. Buyer and Seller shall
make all required submissions to governmental agencies on a basis consistent with such
allocation.
8. CI_ osing. The consummation of the transactions contemplated herein(the
"Closing") shall be made by delivery of documents from Seller to Buyer at the offices of Nelson
Mullins law firm and from Buyer to Seller at the offices of Seller. Delivery of all such items are
to be made on or before Friday,June 24,2005 (the"Closing Date").
9. Closing Deliveries
(a) Seller's Closing Documents. At or before Closing, Seller and/or ITG shall
deliver,or cause the delivery,to Buyer the following:
(i) Seller shall deliver a duly executed and acknowledged Special
Warranty Deed in recordable form conveying the Real Property to Buyer.
(ii) Seller shall deliver a duly executed bill of sale conveying
equipment.
(iii) ITG shall deliver a duly executed bill of sale conveying equipment.
(iv) a non-foreign seller's affidavit in accordance with the Internal
Revenue Code of 1986,as amended;
(v) Release Deed or other documents for cancellation of the deed of
trust against the Real Property and the UCC filing against fixtures located on the
Real Property; and release of any and all other liens or encumbrances on all of
Seller's Property;
(b) Buyer's Closing Documents. At or before Closing,Buyer shall deliver to Seller
the following:

(i) good and sufficient funds.
(ii) release of any and all other liens or encumbrances on all of Buyer's
Property.
(c) Related Agreements Closing Documents. At or before Closing Buyer and Seller
shall execute the following:
(i) termination of Williamsburg Lease Agreement.
(ii) termination of License Agreement and conveyance of all
intellectual property rights back to Seller.
(iii) termination of Transitional Operating Services Agreement-#2
(Transitional Agreement for Technology Transfer).
(iv) Release of any obligations under Transitional Operating Services
Agreement-#4(Flocked Foaming at Sheffield Plant).
(d) Other Documents. Seller and Buyer shall each execute or acknowledge such other
instruments as are reasonably required by the Buyer's title company or otherwise reasonably
required to consummate the purchase of Real Property and the transactions contemplated hereby
in accordance with the terms hereof,provided,however,Seller shall have no obligation to
execute or deliver any indemnity,undertaking or similar document.
(e) Prorations and Adjustments. Real estate taxes, general, personal property
and all other expenses and charges with respect to Seller's Property shall be prorated and
adjusted as of the date of Closing. If the amount of taxes and assessments for the year of
closing cannot be ascertained, the prorations shall be calculated using rates and assessed
valuations of the previous year, with any known changes, and the parties shall agree at closing
to adjust such amounts when the actual amounts for the year of closing are ascertained. All
water and sewer rents and utility charges will be transferred to the Buyer as of the Closing Date.
(f) Closing Costs. Buyer and Seller shall each pay their own attorney's fees in
connection with this Agreement and the Closing. In addition, Seller has agreed to pay the
additional surveying expense of the Real Property in the amount of$1,200.00 in order for the
survey of the Real Property to be properly processed through the Caswell County Planning
Commission and the survey recorded in the Caswell County Plat Books due the subdivision of
the Real Property from other property of the Seller.
10. Conditions to Buyer's Obligations. Buyer's obligation to close hereunder is
subject to the satisfaction,at or prior to Closing, of each of the following conditions:

(a) Compliance with Conditions and Covenants. The fulfillment by Seller of
all other conditions to Closing,the compliance by Seller in all material respects with its
covenants contained in this Agreement,and the execution,acknowledgment(where
applicable),and delivery of all documents and other items to be delivered by Seller to
Buyer at the Closing pursuant to Section 9 herein;
(b) Representations. All of Seller's representations and warranties contained
in or made pursuant to this Agreement shall have been true and correct in all material
respects to the best knowledge of Seller when made and shall be true and correct in all
material respects to the best knowledge of the Seller as of the Closing Date;and
(c) Liens.Claim and Encumbrances. All mortgages and deeds of trust against
the Real Property and UCC filings and security interests against the fixtures being
transferred shall be cancelled or record,specifically including the deed of trust dated
November 30,2004 to Bank of America.
11. Conditions to Seller's Obligations. Seller's obligation to close hereunder is
subject to the satisfaction,at or prior to Closing of each of the following conditions:
(a) Compliance with Conditions and Covenants. The fulfillment by Buyer of
all other conditions to Closing,the compliance by Buyer in all material respects with the
covenants contained in this Agreement,and the execution,acknowledgment (where
applicable),and delivery of all documents and other items to be delivered by Buyer to
Seller at the Closing pursuant to Section 9 herein; and
(b) Representations. All of Buyer's representations and warranties contained
in or made pursuant to this Agreement shall have been true and correct in all material
respects to the best knowledge of the Buyer when made and shall be true and correct in
all material respects to the best knowledge of the Buyer as of the Closing Date.
12. Representations and Warranties of Seller. Seller hereby represents and warrants
to Buyer,that to the best knowledge of Seller as of the date hereof and on the Closing Date,as
follows:
(a) Seller has not received any notices of any condemnation,environmental,
zoning or other land use regulation proceedings that would affect the use and operation of
the Real Property in any respect;
(b) Seller has not received notice of any litigation pending against Seller that
arises out of or affects the ownership of or title to the Real Property or that might affect
the use or operation of the Real Property in any material respect;
(c) Seller is a limited liability company, organized and existing under the laws
of the State of Delaware and authorized to do business in the state in which the Real
Property is located;this Agreement is duly authorized, executed, and delivered by Seller,

is a legal,valid and binding obligation of Seller,and does not violate any provisions of
any material agreement or judicial order to which Seller is a party or to which Seller or
any of Seller's Property is subject;all documents executed by Seller that are to be
delivered to Buyer at the Closing will be duly authorized,executed,and delivered by
Seller,will be legal,valid,and binding obligations of Seller,and will not violate any
provisions of any material agreement or judicial order to which Seller is a party or to
which Seller or the applicable Seller's Property is subject as of the Closing Date. The
person executing this Agreement on behalf of Seller is duly authorized to do so.
Buyer and Seller agree that if Seller becomes aware of any matter after the date hereof
such that any of Seller's foregoing representations or warranties will not be true and correct as of
the Closing Date, Seller shall promptly notify Buyer thereof and,upon such notice, Buyer may
elect, in its sole discretion,to terminate this Agreement upon written notice thereof to Seller.
13. Representations and Warranties of Buyer. Buyer hereby represents and warrants
to Seller to the best knowledge of the Buyer that as of the date hereof and on the Closing Date
Buyer is a North Carolina General Partnership and division of Tietex International,Ltd.,a South
Carolina corporation;this Agreement is duly authorized,executed,and delivered by Buyer,is a
legal, valid and binding obligation of Buyer, and does not violate any provisions of any material
agreement or judicial order to which Buyer is a party or to which Buyer or any of Buyer's
Property is subject;all documents executed by Buyer that are to be delivered to Seller at the
Closing will be duly authorized, executed,and delivered by Buyer,will be legal,valid,and
binding obligations of Buyer,and will not violate any provisions of any agreement or judicial
order to which Buyer is a party or to which Buyer or any of Buyer's Property is subject as of the
Closing Date. The person executing this Agreement on behalf of Buyer is duly authorized to do
so.
14. Default:Remedies. If either party fails to complete settlement in accordance
with the teens of this Agreement, at the option of the aggrieved party: (i)the aggrieved party
shall be reimbursed for all actual expenses incurred in preparation of the closing(in the case of
Buyer,including but not limited to the expenses relating to tests and surveys obtained); or(ii)the
aggrieved party shall,at its option,seek specific performance hereunder by the other party. In
addition to any such specific remedy,the aggrieved party may pursue any other remedy available
to it at law or in equity in the event of default. Additionally, if Buyer shall fail to complete
settlement in accordance with the terms of this Agreement, or otherwise default in any material
respect under this Agreement,Buyer shall be deemed to have waived and relinquished any right
of first refusal to acquire the Real Property, as provided in the Williamsburg Lease and this
Agreement shall terminate.
15. Miscellaneous.
(a) Notices. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given upon the earlier of
receipt or three (3)business days after(i) deposit in the United States mail,registered or
certified mail,postage prepaid,return receipt requested, (ii)deposit with Federal Express

or similar overnight courier,or(iii) delivery by hand, and addressed as follows:
If to Seller: Burlington Industries LLC
804 Green Valley Road
Greensboro,NC 27408
Facsimile: [phone]
Attn: General Counsel
If to Buyer: Tietex Interiors
3010 North Blackstock Road
Spartanburg, SC 29301
Fax: [phone]
Attn: Michael Durham
with a copy to:
John M.Campbell,Jr.,Esquire
Nelson Mullins Riley&Scarborough LLP
104 South Main Street,Ninth Floor
Greenville, South Carolina 29601
Fax: [phone]
or such other address as either party may,from time to time,specify in writing to the
other.
(b) Brokers and Finders. Neither party has had any contact or dealings
regarding any of Seller's Property or Buyer's Property,or any communication in
connection with the subject matter of this transaction,through any licensed real estate
broker or other person who can claim a right to a commission or finder's fee as a
procuring cause of the sale contemplated herein,Each party hereto hereby indemnifies the
other party from and against the claims of any person claiming a brokerage or finders fee
or commission by,through,or under such party. This Section shall survive the Closing
and the delivery of the Deed or the earlier termination of this Agreement.
(c) Successors and Assigns. This Agreement shall be binding upon,and inure
to the benefit of,the parties hereto and their respective successors,heirs, administrators,
and assigns. No assignment of this Agreement by Buyer shall relieve Buyer of its
obligations hereunder.
(d) Amendments. Except as otherwise provided herein,this Agreement may
be amended or modified only by a written instrument executed by Seller and Buyer.
(e) Governing Law. With respect to the Seller's Property or the Buyer's
Property,this Agreement shall be governed by,construed in and enforced in accordance
with the laws of the State of North Carolina without regard to choice of law rules.

(f) Merger of prior Agreements. This Agreement,as may be amended,and
the exhibits attached hereto constitute the entire agreement between Buyer and Seller with
respect to the purchase and sale of the Real Property and the related transaction described
herein and supersede all prior agreements and understandings between the parties hereto
relating to the subject matter hereof.
(g) Time of the Essence. Time is of the essence in this Agreement.
(h) Consent or Waiver. No consent or waiver,express or implied, by either
party to or of any breach or default by the other party in the performance of this
Agreement shall be construed as a consent or waiver to or of any subsequent breach or
default in the performance by such other party of the same or any other obligations
hereunder.
(1) Counterparts. This Agreement may be executed in counterparts and all
counterparts shall be considered part of one Agreement binding on all parties hereto.
[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF,the parties hereto have entered into this Agreement as of the
• date first written above.
SELLER:
BURLINGTON INDUSTRIES LLC,
a Delaware limited liability company
By:
Karyl P.McClusky
Vice President&Treasurer
ITG:
INTERNATIONAL TEXTILE GROUP,INC.
a Delaware corporation
By:
Karyl P. McClusky
Vice President&Treasurer
BUYER:
TIETEX INTERIORS,a North Carolina
General Partnership
By: a 1,
Kenneth E.Coesens
. Secretary and Treasurer

♦ ,,:
••
IN WITNESS WHEREOF,thearti
p es hereto have entered into this Agreement as of the
date first written above.
SELLER:
BURLINGTON INDUSTRIES LLC,
a Delaware limited liability company
By: 1a(., X P (( 0/4,A0
Karyl pkvlcClusky
Vice President&Treasurer
ITG:
INTERNATIONAL TEXTILE GROUP,INC.
a Delaware corporation
By: P Cl�,.,1�
Karyl McClusky
Vice Pr ident&Treasurer
BUYER
TIETEX INTERIORS,a North Carolina
General Partnership
By:
Kenneth E.Coesens
Secretary and Treasurer