NCG170136_Name-Owner Change Supporting Info_20220810

Execution Version
BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT
This Bill of Sale and Assignment and Assumption Agreement (this "Agreement"),
dated as of August 1, 2022, is by and between Milliken & Company, a Delaware corporation
(`Buyer") and Frontier Yarns, Inc., a North Carolina corporation ("Seller").
WHEREAS, Buyer and Seller are parties to that certain Asset Purchase Agreement,
dated as of June 8, 2022 (the "Purchase Agreement"), providing, subject to the terms and
conditions set forth therein, for the sale, assignment, transfer and conveyance by Seller to Buyer
of all of Seller's right, title and interest in and to the Purchased Assets and the assumption by Buyer
of the Assumed Liabilities; and
WHEREAS, the parties hereto desire to execute and deliver this Agreement for the
purpose of evidencing the sale, assignment, transfer and conveyance to Buyer of all of Seller's
right, title and interest in and to the Purchased Assets and for the purpose of evidencing Buyer's
assumption of and obligation to pay, discharge, perform or otherwise satisfy the Assumed
Liabilities, in each case, as contemplated by the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual agreements contained herein
and in the Purchase Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows:
I. Definitions. Unless otherwise defined herein, each capitalized term used
herein shall have the meaning assigned thereto in the Purchase Agreement.
2. Transfer of the Purchased Assets and Assumption of the Assumed
Liabilities.
(a) Seller hereby sells, assigns, transfers and conveys to Buyer, all of
Seller's right, title and interest in and to the Purchased Assets, including, but not limited to, those
tangible assets set forth on Exhibit A and those Contracts constituting Assumed Contracts set forth
on Exhibit B.
(b) Buyer hereby (i) purchases, acquires and accepts the Purchased
Assets from Seller, including, but not limited to, those tangible assets set forth on Exhibit A and
those Contracts constituting Assumed Contracts set forth on Exhibit B and (ii) assumes and agrees
to pay, discharge, perform or otherwise satisfy the Assumed Liabilities.
(c) Notwithstanding anything in this Agreement to the contrary, (i)
Seller is retaining ownership and possession of, and is not selling, assigning, transferring or
conveying to Buyer hereunder, any right, title or interest of Seller in and to the Excluded Assets
and Buyer is not assuming, or in any way becoming liable or responsible for, any of the Excluded
Assets and (ii) Buyer is not assuming and does not have any responsibility with respect to, and
shall not be deemed to have assumed or be responsible for, the Retained Liabilities and Seller shall
remain solely responsible for the payment, performance and satisfaction of the Retained
Liabilities.
15265282v2 16009.00017

(d) Notwithstanding anything in this Agreement to the contrary, with
respect to the Purchased Assets constituting Assumed Contracts (and in all cases subject to Section
2.8 and Section 2.9 of the Purchase Agreement) (i) for those Assumed Contracts constituting
Enterprise Wide Contracts, the assignment by Seller and assumption by Buyer contemplated by
Section 2(a) and 2Lb) of this Agreement, respectively, shall be a partial assignment limited to the
portion of such Enterprise Wide Contracts primarily related to the Facility and the Operations and
(ii) for all other Assumed Contracts, the assignment by Seller and assumption by Buyer
contemplated by Section 2(a) and 22b,) of this Agreement, respectively, shall be a full assignment
of such Contract to the extent constituting an Assumed Liability.
3. Amendment. This Agreement may be amended or modified only by an
instrument in writing duly executed by Seller and Buyer.
4. No Third -Party Beneficiary. Each party hereto intends that this Agreement
does not benefit or create any right or cause of action in or on behalf of any Person other than the
parties hereto.
5. Successors and Assigns. This Agreement is binding upon and inures to the
benefit of the parties hereto and their respective successors and permitted assigns, but is not
assignable by either party without the prior written consent of the other party hereto; provided, that
the Buyer may assign its rights, interests and obligations hereunder to its Affiliates without
consent.
6. Governing Law. This Agreement and all claims or causes of action
(whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this
Agreement or the negotiation, execution or performance of this Agreement shall be governed and
construed in accordance with the internal Laws of the State of Delaware applicable to contracts
made and wholly performed within such State, without regard to any applicable conflicts of law
principles that would result in the application of the Laws of any other jurisdiction.
7. Counterparts. This Agreement may be executed in two or more
counterparts (including counterparts transmitted in .pdf or similar format or any electronic
signature complying with the ESIGN Act of 2000, e.g., www.docusign.com), each of which will
be deemed an original but all of which will constitute but one instrument.
8. Severability. Any term or provision of this Agreement that is invalid or
unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such
invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and
provisions of this Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so
broad as to be unenforceable, the provision will be interpreted to be only so broad as is enforceable.
9. Captions. The captions contained in this Agreement are for convenience of
reference only and do not form a part of this Agreement.
10. Purchase Agreement. Notwithstanding anything in this Agreement to the
contrary, the sale, assignment, transfer and conveyance of the Purchased Assets and the
2
15265282v2 16009.00017

assumption of the Assumed Liabilities evidenced hereby are subject in all respects to the terms
and conditions of the Purchase Agreement, and nothing in this Agreement, express or implied, is
intended or shall be construed to expand, limit, impair or otherwise alter in any way the rights,
obligations, claims or remedies of Seller or Buyer as set forth in the Purchase Agreement.
[Signature page follows]
15265282v2 16009.00017

IN WITNESS WHEREOF, the undersigned have caused this Bill of Sale and
Assignment and Assumption Agreement to be duly executed as of the date first written above.
BUYER:
MILLIKEN & COMPANY
By:
Name: Halsey M, ok Jr.
Title: President & Chief Executive Officer
,SELLER:
FRONTIER YARNS, INC.
By._
Name:
Title:
[Signature Page to Bill of Sale and Assignment and Assumption Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Bill of Sale and
Assignment and Assumption Agreement to be duly executed as of the date first written above.
BUYER:
MILLIKEN & COMPANY
By:_
Name:
Title:
SELLER:
FRONTIER YARNS, INC.
ame: hn M. M
President
[Signature Page to Bill of Sale and Assignment and Assumption Agreement]

Exhibit A — Certain Purchased Assets
Owned Tangible Assets
1. See attached Schedule 4.4(a)(i).
Leased Tangible Assets
2. See attached Schedule 4.4(a)(ii).
Exhibit A
15265282v2 16009.00017

Exhibit B — Certain Assumed Contracts
Subject to Section 2.8 and Section 2.9 of the Purchase Agreement, the following shall
constitute Assumed Contracts:
Enterprise Wide Contracts
1. *Windstream Enterprise Service Agreement dated January 15, 2020, by and between
Frontier Yarns, Inc. and Windstream Communications and its operating affiliates.1
2. Temporary Employee Staffing Agreement, dated on or about June 6, 2022, by and
between Frontier Yarns, Inc. and Techsource Specialized Services LLC.
Other Contracts
1. Air Flow
a. Preventive Maintenance Agreement, dated June 17, 2021, by and between Air Flow
and Frontier Spinning. (P.O. 248429)
2. Bahnson Mechanical
a. Bahnson Mechanical System, an EMCOR Company, Technical Service Proposal
and Agreement prepared for Frontier Yarns Plant # 3, dated May 27, 2022, and
executed May 30, 2022.
b. Scope of Work/Purchase Order 248218, dated June 15, 2021, by and between
Frontier Yarns Inc. and Bahnson Mechanical Systems, an EMCOR Company.
3. Brady Services
a. Purchase Order for Annual Chiller Agreement (12012CRMM), dated December
13, 2019, by and between Brady Services and Frontier Spinning Mills/Frontier
Yarns, Inc. (PO#0238178-000).
4. Cook's Lawn Care
a. Purchase Order for Lawn Care dated May 17, 2022, by and between Cook's Lawn
Care and Frontier Yams, Inc. (PO#0256719-000).
5. S&K Cleaning Services LLC
a. Purchase Order for Janitorial and Filter Room Cleaning Services, dated May 6,
2022, by and between S&K Cleaning Services LLC and Frontier Yams, Inc.
(PO#0256455-000).
' To constitute an Assumed Contract concurrent with the termination of the Transition Services Agreement.
Exhibit B
15265282v2 16009.00017

6. Southeastern Laboratories
a. Purchase Order for Water Treatment, dated January 7, 2022, by and between
Southeastern Laboratories and Frontier Yarns, Inc. (PO#025348 1 -000).
7. Terminix Services, Inc.
a. Purchaser Order for Pest Control Treatment, dated May 26, 2022, by and between
Terminx Services, Inc. and Frontier Yarns, Inc. (PO#0256996-000).
8. Weber
a. Service Maintenance Agreement Renewal, dated May 5, 2021, by and between
Frontier Yarns Inc. and Weber Packaging Solutions, Inc. for 5300 RH w/ZE500-6
300 DPI (Label Machine).
9. Equipment leases for the leased property set forth on Schedule 4.4(a)(ii) of the Purchase
Agreement and as further described below:
a. Master Lease Agreement, dated November 28, 2016, by and between Vesco
Material Handling Equipment, Inc. and Frontier Spinning Mills, Inc., as assigned
to Toyota Industries Commercial Finance, Inc., as Lessor, pursuant to a Notice of
Assignment and Maintenance Collection Agreement for the equipment noted on
that certain equipment schedule described below:
Equipment Schedule to Master Lease Agreement (Schedule No. 02), dated
October 11, 2017, by and between Vesco Material Handling Equipment,
Inc. and Frontier Spinning Mills, Inc.
b. Master Lease Agreement 400-0002342 dated as of September 15, 2020, by and
between HYG Financial Services, Inc. and Frontier Yarns, Inc. for the equipment
noted on those certain equipment schedules described below:
Equipment Schedule Number 400-0002342-000 dated as of February 16,
2021, to Master Lease Agreement 400-0002342, dated as of September 15,
2020.
ii. Equipment Schedule Number 400-0002342-004 dated as of February 16,
2021, to Master Lease Agreement 400-0002342, dated as of September 15,
2020.
10. Lease Agreement dated June 1, 2021, by and between Cannon Financial Services, Inc. and
Frontier Yarns, Inc.
15265282v2 16009.00017