UNIFI INC
REALLOCATION AMENDMETN AND ASSIGNMENT DATED 1/1/03
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<TYPE>EX-10.G
<SEQUENCE>5
<FILENAME>g84052exv10wg.txt
<DESCRIPTION>REALLOCATION AMENDMETN AND ASSIGNMENT DATED 1/1/03
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                                  Exhibit (10g)


                      REALLOCATION AMENDMENT AND ASSIGNMENT


         THIS REALLOCATION AMENDMENT AND ASSIGNMENT (this "Amendment"), dated as
of January 1, 2003 is by and among UNIFI, INC., a New York corporation (the
"Parent"), certain Subsidiaries of the Parent (each a "Borrower", and
collectively with the Parent, the "Borrowers"), THE PERSONS IDENTIFIED AS THE
"EXISTING LENDERS" ON THE SIGNATURE PAGES HERETO (the "Existing Lenders"), THE
PERSONS IDENTIFIED AS "REMAINING LENDERS" ON THE SIGNATURE PAGES HERETO (the
"Remaining Lenders" and, together with the Existing Lender, the "Lenders") and
BANK OF AMERICA, N.A., as Agent for the Lenders (the "Agent").

                              W I T N E S S E T H:

         WHEREAS, pursuant to the Credit Agreement dated as of December 7, 2001,
as amended (the "Existing Credit Agreement") among the Borrowers, the Existing
Lenders and the Agent, the Existing Lenders have extended commitments to make
certain credit facilities available to the Borrowers;

         WHEREAS, pursuant to Section 3.2 of the Existing Credit Agreement, the
Borrowers, upon timely notice to the Agent and the Lenders, were permitted to
permanently reduce the Maximum Revolver Amount;

         WHEREAS, the Borrowers delivered such notice and have elected to reduce
the Maximum Revolver Amount to $100,000,000;

         WHEREAS, Comerica Bank desires to assign its Commitment pro rata to the
Remaining Lenders; and

         WHEREAS, in connection with such reduction and assignment, the parties
hereto have agreed to amend the Existing Credit Agreement as set forth herein.

         NOW, THEREFORE, in consideration of the agreements herein contained and
other good and valuable consideration, the parties hereby agree as follows:


                                     PART I
                                   DEFINITIONS

         SUBPART 1.1. Certain Definitions. Unless otherwise defined herein or
the context otherwise requires, the following terms used in this Amendment,
including its preamble and recitals, have the following meanings:

                  "Amended Credit Agreement" means the Existing Credit Agreement
         as amended hereby.


<PAGE>

                  "Amendment Effective Date" shall have the meaning set forth in
         Subpart 4.1.

         SUBPART 1.2. Other Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Amendment, including its preamble
and recitals, have the meanings provided in the Amended Credit Agreement.


                                     PART II
                     AMENDMENTS TO EXISTING CREDIT AGREEMENT

         SUBPART 2.1. Amendment to Section 5.2(l). Effective on (and subject to
the occurrence of) the Amendment Effective Date, Section 5.2(l) of the Credit
Agreement is hereby amended by replacing the proviso therein with the following:

                  Provided, however, that if Availability is $35,000,000 or more
         at all times during the month, then the Borrowing Base Certificates
         will be furnished only on a monthly basis as soon as available, but in
         any event by the 30th day of the following month and concurrently
         therewith, or more frequently if requested by the Agent, a schedule of
         Borrower's accounts created, credits given, cash collected and other
         adjustments to Accounts made since the date of the last such schedule
         and the related Borrowing Base Certificate.

         SUBPART 2.2. Amendment to Annex A. Effective on (and subject to the
occurrence of) the Amendment Effective Date, the definition of "Maximum
Inventory Loan Amount" set forth in Annex A of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:

                  "Maximum Inventory Loan Amount" means $50,000,000.

         SUBPART 2.3. Amendment to Schedule 1.1A. Effective on (and subject to
the occurrence of) the Amendment Effective Date, Schedule 1.2 to the Existing
Credit Agreement is hereby amended and replaced with a new Schedule 1.2 in the
form attached as Schedule 1.2 hereto.


                                    PART III
                           ASSIGNMENTS AND ASSUMPTIONS

         The Existing Lenders hereby sell and assign, without recourse, to the
Remaining Lenders, and each Remaining Lender hereby purchases and assumes,
without recourse, from the Existing Lenders, effective as of the Amendment
Effective Date, such interests in the Existing Lenders' rights and obligations
under the Amended Credit Agreement as shall be necessary in order to give effect
to the reallocations of the Commitments effected by the amendment to Schedule
1.2 to the Existing Credit Agreement pursuant to Part II, including, without
limitation, the Loans, Letters of Credit and other extensions of credit owing to
the Existing Lenders which are outstanding on the Amendment Effective Date,
together with unpaid interest accrued on the assigned Loans and other extensions
of credit to the Amendment Effective Date and the amount, if any, set forth
below of the

                                      -2-
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Fees accrued to the Amendment Effective Date for the account of the Existing
Lenders. Each Existing Lender and each Remaining Lender hereby makes and agrees
to be bound by all the representations, warranties and agreements set forth in
Section 11.2(c) of the Amended Credit Agreement, a copy of which has been
received by each such party. From and after the Amendment Effective Date (i)
each Remaining Lender shall be a party to and be bound by the provisions of the
Amended Credit Agreement and, to the extent of the interests assigned by this
Assignment and Acceptance, have the rights and obligations of a Lender
thereunder and (ii) the Existing Lenders shall, to the extent of the interests
assigned by this Amendment, relinquish their rights (other than any rights it
may have pursuant to Section 14.11 of the Amended Credit Agreement which will
survive) and be released from its obligations under the Amended Credit
Agreement. Each Existing Lender represents and warrants to each Remaining Lender
that (i) it is the legal and beneficial owner of the interest being assigned
hereby free and clear of any adverse claim and (ii) it is legally authorized to
enter into this Amendment.


                                     PART IV
                           CONDITIONS TO EFFECTIVENESS

         SUBPART 4.1. Amendment Effective Date. This Amendment shall be and
become effective as of the date hereof when all of the conditions set forth in
this Part IV shall have been satisfied (the "Amendment Effective Date"), and
thereafter this Amendment shall be known, and may be referred to, as
"Reallocation Amendment and Assignment."

         SUBPART 4.2. Execution of Counterparts of Amendment. The Agent shall
have received counterparts of this Amendment, which collectively shall have been
duly executed on behalf of each of the Borrowers, the Agent and the Lenders.

         SUBPART 4.3. Fees and Expenses. The Borrowers shall have paid all fees
and expenses of the Agent and the Lenders in connection with this Amendment and
the extensions of credit hereunder.


                                     PART V
                                  MISCELLANEOUS

         SUBPART 5.1. Cross-References. References in this Amendment to any Part
or Subpart are, unless otherwise specified, to such Part or Subpart of this
Amendment.

         SUBPART 5.2. References in Other Credit Documents. At such time as this
Amendment shall become effective pursuant to the terms of Subpart 4.1, all
references in the Existing Credit Agreement to the "Credit Agreement" and all
references in the other Loan Documents to the "Credit Agreement" shall be deemed
to refer to the Amended Credit Agreement.

         SUBPART 5.3. Representations and Warranties of the Borrower. Each
Borrower hereby represents and warrants that (a) the conditions precedent to the
initial Loans were satisfied as of the Closing Date, (b) the representations and
warranties contained in Section 6 of the Existing

                                      -3-
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Credit Agreement (as amended by this Amendment) are correct in all material
respects on and as of the date hereof as though made on and as of such date and
after giving effect to the amendments contained herein and (c) no Default or
Event of Default exists under the Existing Credit Agreement on and as of the
date hereof and after giving effect to the amendments contained herein.

         SUBPART 5.4. Counterparts. This Amendment may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.

         SUBPART 5.5. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NORTH
CAROLINA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

         SUBPART 5.6. Successors and Assigns. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.

         SUBPART 5.7. Assignment Pursuant to the Credit Agreement.
Notwithstanding any provision in the Amended Credit Agreement to the contrary,
the execution of this Amendment shall constitute an assignment for purposes of
Section 11.2 of the Amended Credit Agreement.


            [The remainder of this page is intentionally left blank.]





                                      -4-

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         Each of the parties hereto has caused a counterpart of this Amendment
to be duly executed and delivered as of the date first above written.

BORROWERS:                            UNIFI, INC., a New York corporation
---------

                                      By: WILLIS C. MOORE III
                                          --------------------------------------
                                      Name:  Willis C. Moore III
                                      Title: Executive Vice President & CFO


                                      UNIFI SALES & DISTRIBUTION, INC.,
                                      a North Carolina corporation

                                      By: WILLIS C. MOORE III
                                          --------------------------------------
                                      Name:  Willis C. Moore III
                                      Title: Executive Vice President & CFO


                                      UNIFI MANUFACTURING, INC.,
                                      a North Carolina corporation

                                      By: WILLIS C. MOORE III
                                          --------------------------------------
                                      Name:  Willis C. Moore III
                                      Title: Executive Vice President & CFO


                                      GLENTOUCH YARN COMPANY, LLC,
                                      a North Carolina limited liability company

                                      By: WILLIS C. MOORE III
                                          --------------------------------------
                                      Name:  Willis C. Moore III
                                      Title: Executive Vice President & CFO


                                      UNIFI MANUFACTURING VIRGINIA, LLC,
                                      a North Carolina limited liability company

                                      By: WILLIS C. MOORE III
                                          --------------------------------------
                                      Name:  Willis C. Moore III
                                      Title: Executive Vice President & CFO



<PAGE>



                                      UNIFI EXPORT SALES, LLC,
                                      a North Carolina limited liability company

                                      By: WILLIS C. MOORE III
                                          --------------------------------------
                                      Name:  Willis C. Moore III
                                      Title: Executive Vice President & CFO


                                      UNIFI TEXTURED POLYESTER, LLC,
                                      a North Carolina limited liability company

                                      By: WILLIS C. MOORE III
                                          --------------------------------------
                                      Name:  Willis C. Moore III
                                      Title: Executive Vice President & CFO



<PAGE>

LENDERS:                              BANK OF AMERICA, N.A.,
-------                               in its capacity as Agent

                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------


                                      BANK OF AMERICA, N.A.,
                                      in its capacity as a Lender, as an
                                      Existing  lender and as a Remaining Lender

                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------


                                      THE CIT GROUP/COMMERCIAL SERVICES, INC.,
                                      as an Existing Lender and as a Remaining
                                      Lender

                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------


                                      CONGRESS FINANCIAL CORPORATION (SOUTHERN),
                                      as an Existing lender and as a Remaining
                                      Lender

                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------


                                      FLEET CAPITAL CORPORATION,
                                      as an Existing lender and as a Remaining
                                      Lender

                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------


<PAGE>



                                      FOOTHILL CAPITAL CORPORATION,
                                      as an Existing lender and as a Remaining
                                      Lender

                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------


                                      PNC BUSINESS CREDIT,
                                      as an Existing lender and as a Remaining
                                      Lender

                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------


                                      CITIZENS BUSINESS CREDIT, A DIVISION OF
                                      CITIZENS LEASING CORPORATION, as an
                                      Existing lender and as a Remaining Lender

                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------


                                      COMERICA BANK
                                      as an Existing Lender

                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------

<PAGE>


                                  Schedule 1.2

                              LENDERS' COMMITMENTS


                                    Revolving                   Pro Rate Share
Lender                              Loan Commitment             (to 3 decimals)
------                              ---------------             ---------------


BANK OF AMERICA, N.A.               $21,428,000                     21.428%

THE CIT GROUP/COMMERCIAL
SERVICES, INC.                      $21,428,000                     21.428%

CONGRESS FINANCIAL
CORPORATION (SOUTHERN)              $14,286,000                     14.286%

FLEET CAPITAL CORPORATION           $14,286,000                     14.286%

FOOTHILL CAPITAL CORPORATION        $10,715,000                     10.715%

PNC BUSINESS CREDIT                 $10,715,000                     10.715%

CITIZENS BUSINESS CREDIT,
A DIVISION OF CITIZENS
LEASING CORPORATION                 $7,142,000                      7.142%



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