REGISTRATION RIGHTS AGREEMENT by and among Polymer Group, Inc., the Guarantors Named Herein and Citigroup Global Markets Inc. Morgan Stanley & Co. Incorporated Barclays Capital Inc. RBC Capital Markets, LLC Dated as of January 28, 2011Registration Rights Agreement • October 25th, 2011 • Dominion Textile (Usa), L.L.C. • Broadwoven fabric mills, man made fiber & silk • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of January 13, 2011 (as amended, modified or supplemented, the “Purchase Agreement”), by and among Scorpio Merger Sub Corporation, a Delaware corporation (the “MergerCo”), and the Initial Purchasers as supplemented as of the date of this Agreement by the joinder agreement to the Purchase Agreement (the “Joinder Agreement”) by and among the Company, the Guarantors and the Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Initial Notes (as hereinafter defined) (including the Initial Purchasers). In order to induce the Initial Purchasers to purchase the Initial Notes, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(f) of the Purchase Agreement.
INDENTURE Dated as of January 28, 2011 Among POLYMER GROUP, INC., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, and WILMINGTON TRUST COMPANY, as Trustee 7.75% SENIOR SECURED NOTES DUE 2019Indenture • October 25th, 2011 • Dominion Textile (Usa), L.L.C. • Broadwoven fabric mills, man made fiber & silk • New York
INDENTURE, dated as of January 28, 2011, among Polymer Group, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined herein) listed on the signature pages hereto, and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Trustee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 25th, 2011 • Dominion Textile (Usa), L.L.C. • Broadwoven fabric mills, man made fiber & silk
This Executive Employment Agreement (the “Agreement”) is entered into between Polymer Group, Inc., (“PGI”), a Delaware corporation and Michael Hale (“Executive”) effective as of January 28, 2011 (the “Effective Time”).
U.S. $50,000,000 CREDIT AGREEMENT dated as of January 28, 2011 among SCORPIO ACQUISITION CORPORATION, as Holdings, SCORPIO MERGER SUB CORPORATION, as Lead Borrower (to be merged with and into POLYMER GROUP, INC.), THE LENDERS FROM TIME TO TIME PARTY...Credit Agreement • December 5th, 2011 • Dominion Textile (Usa), L.L.C. • Broadwoven fabric mills, man made fiber & silk • New York
This CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of January 28, 2011 among SCORPIO ACQUISITION CORPORATION, a Delaware corporation (“Holdings”), SCORPIO MERGER SUB CORPORATION (“Merger Sub” and, prior to the Merger (as defined below), the “Lead Borrower”), a Delaware corporation to be merged with and into POLYMER GROUP, INC., a Delaware corporation (the “Company” and, upon and after the Merger, the “Lead Borrower”), the other Borrowers from time to time party hereto, CITIBANK, N.A. (“Citibank”), as Administrative Agent and Collateral Agent, the other agents listed herein and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
SECURITY AGREEMENT Dated as of January 28, 2011 among SCORPIO MERGER SUB CORPORATION (to be merged with and into POLYMER GROUP, INC.) SCORPIO ACQUISITION CORPORATION, CERTAIN OTHER SUBSIDIARIES OF SCORPIO ACQUISITION CORPORATION IDENTIFIED HEREIN and...Security Agreement • October 25th, 2011 • Dominion Textile (Usa), L.L.C. • Broadwoven fabric mills, man made fiber & silk • New York
Reference is made to the Credit Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrowers, Holdings, the Collateral Agent, the other agents listed therein and the Lenders from time to time party thereto.
LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of January 28, 2011, among CITIBANK, N.A., as ABL Agent, WILMINGTON TRUST COMPANY, as Noteholder Collateral Agent, SCORPIO ACQUISITION CORPORATION, POLYMER GROUP, INC. and the Subsidiaries of...Lien Subordination and Intercreditor Agreement • October 25th, 2011 • Dominion Textile (Usa), L.L.C. • Broadwoven fabric mills, man made fiber & silk • New York
LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT, dated as of January 28, 2011 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), among CITIBANK, N.A., as agent for the ABL Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the “Original ABL Agent”), WILMINGTON TRUST COMPANY, as collateral agent for the Noteholder Lien Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the “Original Noteholder Collateral Agent”), SCORPIO ACQUISITION CORPORATION (“Parent”), POLYMER GROUP, INC. (“PGI”) and the subsidiaries of PGI named herein (the “Guarantors” and together with Parent and PGI, the “Initial Grantors”).
NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE 2011 SCORPIO HOLDINGS CORPORATION STOCK INCENTIVE PLANNonqualified Stock Option Agreement • October 25th, 2011 • Dominion Textile (Usa), L.L.C. • Broadwoven fabric mills, man made fiber & silk • Delaware
THIS AGREEMENT (the “Agreement”) by and between Scorpio Holdings Corporation, a Delaware corporation (the “Company”), and the individual named on the Participant Master Signature Page hereto (the “Participant”) is made as of the date set forth on such Participant Master Signature Page.
MANAGEMENT EQUITY SUBSCRIPTION AGREEMENT UNDER THE 2011 SCORPIO HOLDINGS CORPORATION STOCK INCENTIVE PLANManagement Equity Subscription Agreement • October 25th, 2011 • Dominion Textile (Usa), L.L.C. • Broadwoven fabric mills, man made fiber & silk • Delaware
THIS MANAGEMENT EQUITY SUBSCRIPTION AGREEMENT (the “Agreement”) by and between Scorpio Holding Corporation, a Delaware corporation (the “Company”), and the individual named on the Participant Master Signature Page hereto (the “Participant”) is made as of the date set forth on such Participant Master Signature Page.
ContractTransaction and Advisory Fee Agreement • December 5th, 2011 • Dominion Textile (Usa), L.L.C. • Broadwoven fabric mills, man made fiber & silk • Delaware
This TRANSACTION AND ADVISORY FEE AGREEMENT (this “Agreement”) is dated as of January 28, 2011, and is between Scorpio Merger Sub Corporation, a Delaware corporation (“Merger Sub”) (which will merge with and into Polymer Group, Inc., a Delaware corporation (the “Company”)), and Blackstone Management Partners V L.L.C., a Delaware limited liability company (“BMP”).
LIMITED LIABILITY COMPANY AGREEMENT OF DOMINION TEXTILE (USA), L.L.C.Limited Liability Company Agreement • October 25th, 2011 • Dominion Textile (Usa), L.L.C. • Broadwoven fabric mills, man made fiber & silk • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of Dominion Textile (USA), L.L.C. (the “Company”) is effective as of December 29, 2007.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • October 25th, 2011 • Dominion Textile (Usa), L.L.C. • Broadwoven fabric mills, man made fiber & silk • North Carolina
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is entered into as of January 28, 2010 by and between Scorpio Acquisition Corporation (the “Assignor”) and Polymer Group, Inc. (the “Assignee”).
LIMITED LIABILITY COMPANY AGREEMENT OF FABRENE, L.L.C.Limited Liability Company Agreement • October 25th, 2011 • Dominion Textile (Usa), L.L.C. • Broadwoven fabric mills, man made fiber & silk • Delaware
SECOND AMENDMENT TO EQUIPMENT LEASE AGREEMENTEquipment Lease Agreement • October 25th, 2011 • Dominion Textile (Usa), L.L.C. • Broadwoven fabric mills, man made fiber & silk • New York
THIS EQUIPMENT LEASE AGREEMENT, dated as of June 24, 2010 (the “Agreement”), between GOSSAMER HOLDINGS, LLC, a Delaware limited liability company (hereinafter called, together with its successors and assigns, if any, “Lessor”) and CHICOPEE, INC., a Delaware corporation (hereinafter called “Lessee”).
INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of January 28, 2011 among SCORPIO ACQUISITION CORPORATION THE POLYMER GROUP, INC. THE SUBSIDIARIES OF POLYMER GROUP, INC. NAMED HEREIN CITIBANK, N.A., as Tranche 2 Representative and WILMINGTON...Intercreditor and Collateral Agency Agreement • October 25th, 2011 • Dominion Textile (Usa), L.L.C. • Broadwoven fabric mills, man made fiber & silk • New York
This Intercreditor and Collateral Agency Agreement (this “Agreement”) is entered into as of January 28, 2011 among THE POLYMER GROUP, INC., a Delaware corporation (the “Company”), the subsidiaries of the Company named herein (the “Guarantors”), SCORPIO ACQUISITION CORPORATION (the “Parent”), CITIBANK, N.A., as the ABL Agent (as defined below) (in such capacity, the “Tranche 2 Representative”), WILMINGTON TRUST COMPANY, as Collateral Agent (“Wilmington Trust” and, together with its successor or successors in such capacity, the “Collateral Agent”), and as Trustee for the Noteholders under the Indenture (each as defined below) (together with its successor or successors in such capacity, the “Trustee”).
AMENDMENT AND WAIVER TO EQUIPMENT LEASE AGREEMENTEquipment Lease Agreement • October 25th, 2011 • Dominion Textile (Usa), L.L.C. • Broadwoven fabric mills, man made fiber & silk • New York
This AMENDMENT AND WAIVER, dated as of January 19, 2011 (this “Amendment and Waiver”), to the Equipment Lease Agreement, dated as of June 24, 2010 (as amended, supplemented or otherwise modified from time to time, the “Equipment Lease Agreement”), between CHICOPEE, INC., a Delaware corporation (the “Lessee” or the “Company”) and GOSSAMER HOLDINGS, LLC, a Delaware limited liability company (the “Lessor”).
GUARANTY dated as of January 28, 2011 among SCORPIO ACQUISITION CORPORATION, as Holdings, CERTAIN SUBSIDIARIES OF SCORPIO ACQUISITION CORPORATION IDENTIFIED HEREIN and CITIBANK, N.A., as Administrative Agent and Collateral AgentGuaranty • October 25th, 2011 • Dominion Textile (Usa), L.L.C. • Broadwoven fabric mills, man made fiber & silk • New York
GUARANTY, dated as of January 28, 2011, among SCORPIO ACQUISITION CORPORATION, a Delaware corporation (“Holdings”), certain subsidiaries of Holdings from time to time party hereto and CITIBANK, N.A., as Administrative Agent and Collateral Agent.
