ACQUISITION AGREEMENT

This Acquisition Agreement is entered into on the date set forth on the signature page among the Person designated on the signature page as Parent, the Person designated on the signature page as Sub (Parent and Sub together, Buyer) and Burlington Industries, Inc. (the Company).

RECITALS

A. The Company and certain of its domestic subsidiaries (the Debtor Subsidiaries and, together with the Company, the Debtors) are debtors and debtors-in-possession under Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code), having commenced voluntary cases (Nos. 01-11282 through 01-11306) (jointly administered) (the Reorganization Cases) on November 15, 2001 (the Petition Date) in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court);

B. The Board of Directors of the Company (the Board) has determined that it is advisable and in the best interests of the estates in the Reorganization Cases and the beneficiaries of such estates to consummate and, subject to the failure of any party other than the Buyer to emerge as a Successful Bidder under the Bidding Procedures (the Auction Condition) and to the entry of an order of the Bankruptcy Court (the Confirmation Order) confirming the amended plan of reorganization effecting the transactions contemplated by this Agreement (as amended, the Plan) pursuant to Section 1129 of the Bankruptcy Code (the Confirmation Condition and, together with the Auction Condition, the Bankruptcy Conditions), has approved the transactions contemplated by this Agreement on the terms and subject to the conditions set forth herein;

C. In furtherance thereof, the Company has agreed to file the Plan with the Bankruptcy Court in order to effect the transactions contemplated by this Agreement on the terms and subject to the conditions set forth herein;

D. Also in furtherance thereof, pursuant to Section 5.01 and on the terms and subject to the conditions set forth herein, including the Auction Condition, the Company has agreed to, and to cause the Debtor Subsidiaries to, (i) transmit an amended disclosure statement, once approved by the Bankruptcy Court, with respect to the Plan (as amended, the Disclosure Statement) to holders of claims and equity interests in the Reorganization Cases, soliciting acceptance of the Plan and (ii) seek entry of the Confirmation Order; and

E. The effective date of the Plan would be conditioned on the effectuation of the transactions contemplated by, and the provisions of, this Agreement, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

THE TRANSACTION

1.01 The Transaction. On the terms and subject to the conditions set forth in this Agreement, the Company will either (a) if the Stock Transaction box is checked on the signature page, issue, sell and deliver 100 shares of newly issued common stock, par value $0.01 per share (the Company Shares), which immediately after the Closing will constitute all of the then issued and outstanding shares of the Companys capital stock, to Buyer, and Buyer will purchase and take delivery of the Company Shares from the Company at the Closing (such transaction, a Stock Transaction) or (b) if the Whole Company Asset Transaction or Partial Asset Transaction box is checked on the signature page, effect the transactions set forth in Annex A at the Closing (such transaction, a Whole Company Asset Transaction or Partial Asset Transaction, as applicable).

1.02 Purchase Price. The aggregate purchase price (the Purchase Price) is the amount of cash designated on the signature page as the Purchase Price, subject to adjustment pursuant to Sections 1.04, 1.05 and 1.08.

1.03 The Closing; Escrow. (a) Unless this Agreement has been terminated pursuant to Section 9.01, and subject to the Bankruptcy Conditions and the satisfaction or waiver of the conditions set forth in Articles VII and VIII and the deliveries required by Sections 1.04, 1.06 and 1.07, if applicable (together, the Closing Conditions), the closing of the transactions contemplated by this Agreement (the Closing) will take place at the offices of Jones Day, 222 East 41^st Street, New York, NY 10017, at 10:00 a.m., local time, on the first Business Day following the date of satisfaction of the conditions set forth in Sections 7.05, 7.06, 8.05, 8.06 and, if applicable, Section 8.08 or, if later, the fifth Business Day after the delivery of the Preliminary Balance Sheet, unless another date, time or place is mutually agreed to in writing by the parties hereto (the Closing Date).

(b) At the Closing, (i) Buyer will pay, on behalf of the Company, the Purchase Price, less the amounts specified under clauses (ii) and (iii) below, by wire transfer of immediately available United States funds to the Distribution Trust, at an account identified by the Distribution Trust Representative before the Closing Date, for the distribution of such amount pursuant to the Plan, (ii) the Company will transfer the Deposit and all earnings thereon to the Distribution Trust for the distribution of such amount pursuant to the Plan, and (iii) Buyer will deliver the Escrow Amount by wire transfer of immediately available United States funds to a commercial bank (the Escrow Agent) designated by the Company and reasonably acceptable to Parent and the Distribution Trust Representative, under an escrow agreement to be entered into on or before the Closing Date by and among Parent, the Distribution Trust (by the Distribution Trust Representative) and the Escrow Agent substantially in the form of Exhibit A hereto (the Escrow Agreement). From the date hereof through the Closing Date, the Company will not, and will not permit any of its Subsidiaries to, transfer any assets to or for the benefit of any creditor of the Debtors, other than (A) Excluded Balance Sheet Assets or net proceeds after all transaction expenses from the sale of

2

Excluded Balance Sheet Assets, (B) Excluded Assets, (C) Restricted Funds, (D) payments to creditors on account of post-petition claims in the ordinary course of business and to satisfy other Assumed Administrative Claims, (E) repayment in the ordinary course of business or pursuant to Bankruptcy Court approval of principal or interest under the Secured Credit Agreement, (F) approved professional fees related to the Reorganization Cases, (G) as permitted by Section 4.02(e), provided however, that in a Partial Asset Transaction the foregoing restriction will only apply to the applicable Purchased Assets, and (H) other payments, if any, authorized by an Order of the Bankruptcy Court, including the Confirmation Order and Orders approving the DIP Facility and amendments thereto.

(c) At the Closing, the Company and Buyer will deliver the certificates and other documents to be delivered under Articles VII and VIII.

1.04 Purchase Price Adjustment. On the Business Day prior to the scheduled Closing Date, the Company will deliver to Buyer (i) an unaudited estimated consolidated Balance Sheet as of immediately prior to the Closing (the Preliminary Balance Sheet), prepared in good faith applying the same accounting principles and policies used in preparing the March Balance Sheet (the Company Accounting Principles and Policies), (ii) a schedule (the Preliminary Pre-Closing Working Capital Schedule), based on the Preliminary Balance Sheet, setting forth the Companys calculation of the estimated Working Capital as of immediately prior to the Closing (Preliminary Pre-Closing Working Capital), (iii) a schedule (the Preliminary Pre-Closing Cash Schedule), based on the Preliminary Balance Sheet, setting forth the Companys calculation of the Companys Total Cash as of immediately prior to the Closing (Preliminary Pre-Closing Cash), and (iv) a certificate of the Chief Executive Officer and Chief Financial Officer of the Company stating (A) that such Preliminary Balance Sheet, Preliminary Pre-Closing Working Capital Schedule and Preliminary Pre-Closing Cash Schedule represent the Companys good faith estimate of the consolidated financial position of the Company and the Lees Business, in either case as of immediately prior to the Closing applying the Company Accounting Principles and Policies (as adjusted, with respect to the Lees Business, to eliminate cash and cash equivalents). Notwithstanding any provision in this Agreement to the contrary, the Preliminary Balance Sheet and the Preliminary Pre-Closing Working Capital of the Company reflected on the Preliminary Pre-Closing Working Capital Schedule will exclude the assets and liabilities excluded from the definition of Working Capital. In a Whole Company Transaction, the Preliminary Balance Sheet will not give effect to Buyers payment of the Purchase Price, or to other payments or discharges of claims or liabilities to be made pursuant to this Agreement or the Plan on or as a result of the Closing Date. If the Preliminary Pre-Closing Working Capital of the Company reflected on the Preliminary Pre-Closing Working Capital Schedule is less than the Target Net Working Capital Amount, then the Purchase Price paid at Closing will be reduced by the amount of such shortfall. If the Preliminary Pre-Closing Working Capital of the Company reflected on the Preliminary Pre-Closing Working Capital Schedule is greater than the Target Net Working Capital Amount, then the Purchase Price to be paid at Closing will be increased by the amount of such excess. In addition, in the event that, (1) at the Auction another Qualified Bidder tops the Opening Bid in accordance with the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC