CREDIT AGREEMENT Dated as of April 27, 2004Credit Agreement • April 30th, 2004 • Polymer Group Inc • Broadwoven fabric mills, man made fiber & silk • New York
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WITNESSETH:Supplemental Indenture • June 5th, 2003 • Polymer Group Inc • Broadwoven fabric mills, man made fiber & silk • New York
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ARTICLE I DEFINITIONS AND INTERPRETATIONShareholders Agreement • May 19th, 2003 • Polymer Group Inc • Broadwoven fabric mills, man made fiber & silk • New York
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BY AND AMONG DT ACQUISITION INC., POLYMER GROUP, INC. AND GALEY & LORD INCORPORATED REGARDINGOperating Agreement • February 13th, 1998 • Polymer Group Inc • Broadwoven fabric mills, man made fiber & silk • New York
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Exhibit 99.4 GUARANTEE AGREEMENT GUARANTEE AGREEMENT dated as of April 27, 2004, among each of the subsidiaries listed on SCHEDULE I hereto (each such subsidiary individually, a "GUARANTOR" and collectively, the "GUARANTORS") of POLYMER GROUP, INC., a...Guarantee Agreement • April 30th, 2004 • Polymer Group Inc • Broadwoven fabric mills, man made fiber & silk • New York
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INDENTUREPolymer Group Inc • May 19th, 1998 • Broadwoven fabric mills, man made fiber & silk • New York
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SECURITY AGREEMENTSecurity Agreement • April 30th, 2004 • Polymer Group Inc • Broadwoven fabric mills, man made fiber & silk • New York
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Exhibit 10.3 POLYMER GROUP, INC. INDEMNIFICATION AGREEMENT THIS AGREEMENT is made as of this 11th day of May, 2002, by and between Polymer Group, Inc., a Delaware corporation (the "Corporation"), and _________________ (the "Indemnitee"). WHEREAS,...Indemnification Agreement • August 19th, 2002 • Polymer Group Inc • Broadwoven fabric mills, man made fiber & silk • Delaware
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TABLE OF CONTENTS THIS TABLE OF CONTENTS IS NOT PART OF THE AGREEMENT TO WHICH IT IS ATTACHED BUT IS INSERTED FOR CONVENIENCE OF REFERENCE ONLY.Credit Agreement • May 19th, 2003 • Polymer Group Inc • Broadwoven fabric mills, man made fiber & silk • New York
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PLEDGE AGREEMENTPledge Agreement • April 30th, 2004 • Polymer Group Inc • Broadwoven fabric mills, man made fiber & silk • New York
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AMENDMENT NO. 5Polymer Group Inc • November 14th, 2000 • Broadwoven fabric mills, man made fiber & silk
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AMENDMENT NO. 1Polymer Group Inc • May 19th, 2003 • Broadwoven fabric mills, man made fiber & silk
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ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01. Definition s.......................................................................1 SECTION 1.02. Incorporation by Reference of Trust Indenture Act................................21...Polymer Group Inc • May 19th, 2003 • Broadwoven fabric mills, man made fiber & silk • New York
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REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 19th, 1998 • Polymer Group Inc • Broadwoven fabric mills, man made fiber & silk • New York
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CREDIT AGREEMENT Dated as of November 22, 2005 among POLYMER GROUP, INC., as Borrower, THE LENDERS REFERRED TO HEREIN, CITICORP NORTH AMERICA, INC., as Administrative Agent, Documentation Agent, Collateral Agent and Syndication Agent, and CITIGROUP...Credit Agreement • March 16th, 2006 • Polymer Group Inc • Broadwoven fabric mills, man made fiber & silk • New York
Contract Type FiledMarch 16th, 2006 Company Industry JurisdictionCREDIT AGREEMENT (this “Agreement”) dated as of November 22, 2005, among POLYMER GROUP, INC., a Delaware corporation (the “Borrower”); the financial institutions listed on Schedule 2.01, as such Schedule may from time to time be supplemented and amended (the “Lenders”); CITICORP NORTH AMERICA, INC., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as documentation agent (in such capacity, the “Documentation Agent”), as syndication agent (in such capacity, the “Syndication Agent”), and as collateral agent for the Secured Parties (the “Collateral Agent”); and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as sole lead arranger and sole bookrunner (in such capacity, the “Lead Arranger”).
FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated as of October __, 1997, between Polymer Group, Inc., a Delaware corporation (the "Company"), Harris Trust and Savings Bank, an Illinois banking...First Supplemental Indenture • April 3rd, 1998 • Polymer Group Inc • Broadwoven fabric mills, man made fiber & silk • New York
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POLYMER GROUP, INC. 8 3/4% Senior Subordinated Notes due 2008 PURCHASE AGREEMENT ------------------Registration Rights Agreement • May 19th, 1998 • Polymer Group Inc • Broadwoven fabric mills, man made fiber & silk • New York
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AMENDMENT NO. 1Polymer Group Inc • June 5th, 2003 • Broadwoven fabric mills, man made fiber & silk • New York
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REGISTRATION RIGHTS AGREEMENT by and among Polymer Group, Inc., the Guarantors Named Herein and Citigroup Global Markets Inc. Barclays Capital Inc. RBC Capital Markets, LLC HSBC Securities (USA) Inc. Dated as of June 11, 2014Registration Rights Agreement • June 11th, 2014 • Polymer Group Inc • Broadwoven fabric mills, man made fiber & silk • New York
Contract Type FiledJune 11th, 2014 Company Industry JurisdictionThis Agreement is made pursuant to the Purchase Agreement, dated as of June 4, 2014 (as amended, modified or supplemented, the “Purchase 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 (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.
EXECUTION COPY AMENDMENT NO. 3 AMENDMENT NO. 3 dated as of April 9, 1999, between Polymer Group, Inc. ("PGI"); each of the other "Borrowers" identified under the caption "BORROWERS" on the signature pages hereto, each of the Domestic Non-Borrower...Polymer Group Inc • August 17th, 1999 • Broadwoven fabric mills, man made fiber & silk • New York
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SECOND SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated as of January 29, 1998, between Polymer Group Inc., a Delaware corporation ("PGI"), Harris Trust and Savings Bank, an Illinois banking corporation, as...Second Supplemental Indenture • April 3rd, 1998 • Polymer Group Inc • Broadwoven fabric mills, man made fiber & silk • New York
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Exhibit 10.3 SUPPLEMENTAL INDENTURE Supplemental Indenture (this "Supplemental Indenture"), dated as of April 12, 2001, by and among _________________, a ___________ corporation (the "New Subsidiary Guarantor"), a wholly-owned subsidiary of Polymer...Supplemental Indenture • August 14th, 2001 • Polymer Group Inc • Broadwoven fabric mills, man made fiber & silk • New York
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EXHIBIT 4.3 MASTER SEPARATION AGREEMENT, DATED AS OF JANUARY 29, 1998, AMONG POLYMER GROUP, INC., GALEY & LORD, INC., DT ACQUISITION INC., DOMINION TEXTILE INC., AND CERTAIN SUBSIDIARIES NAMED THEREIN.Master Separation Agreement • April 14th, 1998 • Polymer Group Inc • Broadwoven fabric mills, man made fiber & silk • New York
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JOINT FILING AGREEMENT Dated as of June 5, 2003Joint Filing Agreement • June 5th, 2003 • Polymer Group Inc • Broadwoven fabric mills, man made fiber & silk
Contract Type FiledJune 5th, 2003 Company IndustryIn accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of MatlinPatterson LLC, MatlinPatterson Asset Management LLC, MatlinPatterson Global Advisers LLC, MatlinPatterson Global Partners LLC, MatlinPatterson Global Opportunities Partners L.P., MatlinPatterson Global Opportunities Partners (Bermuda) L.P., MatlinPatterson Global Opportunities Partners B, L.P., David J. Matlin and Mark R. Patterson, on behalf of each of them a statement on Schedule 13D (including amendments thereto) with respect to shares of common stock, par value $0.01 per share, of Polymer Group, Inc., and that this agreement be included as an Exhibit to such joint filing. This agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
U.S. $295,000,000 SENIOR SECURED CREDIT AGREEMENT dated as of December 19, 2013 among SCORPIO ACQUISITION CORPORATION, as Holdings, POLYMER GROUP, INC., as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, CITICORP NORTH AMERICA, INC., as...Credit Agreement • December 20th, 2013 • Polymer Group Inc • Broadwoven fabric mills, man made fiber & silk • New York
Contract Type FiledDecember 20th, 2013 Company Industry JurisdictionThis CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of December 19, 2013 among SCORPIO ACQUISITION CORPORATION, a Delaware corporation (“Holdings”), POLYMER GROUP, INC., a Delaware corporation (the “Borrower”), CITICORP NORTH AMERICA, INC. (“Citicorp”), as Administrative Agent, the other agents listed herein and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
CREDIT AGREEMENT Dated as of November 22, 2005 among POLYMER GROUP, INC., as Borrower, THE LENDERS REFERRED TO HEREIN, CITICORP NORTH AMERICA, INC., as Administrative Agent, Documentation Agent, Collateral Agent and Syndication Agent, and CITIGROUP...Credit Agreement • March 19th, 2009 • Polymer Group Inc • Broadwoven fabric mills, man made fiber & silk • New York
Contract Type FiledMarch 19th, 2009 Company Industry JurisdictionCREDIT AGREEMENT (this “Agreement”) dated as of November 22, 2005, among POLYMER GROUP, INC., a Delaware corporation (the “Borrower”); the financial institutions listed on Schedule 2.01, as such Schedule may from time to time be supplemented and amended (the “Lenders”); CITICORP NORTH AMERICA, INC., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as documentation agent (in such capacity, the “Documentation Agent”), as syndication agent (in such capacity, the “Syndication Agent”), and as collateral agent for the Secured Parties (the “Collateral Agent”); and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as sole lead arranger and sole bookrunner (in such capacity, the “Lead Arranger”).
Exhibit 10.4 NOTICE OF TERMINATION OF AGREEMENT Pursuant to Section 3 of the Agreement, dated June 24, 1994 between Polymer Group, Inc., a Delaware corporation (the "Company"), and Jerry Zucker and James G, Boyd, regarding, among other things, certain...Termination of Agreement • August 19th, 2002 • Polymer Group Inc • Broadwoven fabric mills, man made fiber & silk
Contract Type FiledAugust 19th, 2002 Company IndustryPursuant to Section 3 of the Agreement, dated June 24, 1994 between Polymer Group, Inc., a Delaware corporation (the "Company"), and Jerry Zucker and James G, Boyd, regarding, among other things, certain rights of first refusal of the Company which relate to potential business opportunities, the Company hereby terminates the Agreement in its entirety as of the date hereof .
AGREEMENTAgreement • February 13th, 1998 • Polymer Group Inc • Broadwoven fabric mills, man made fiber & silk • New York
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Exhibit 10.2 REVOLVING CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • August 19th, 2002 • Polymer Group Inc • Broadwoven fabric mills, man made fiber & silk
Contract Type FiledAugust 19th, 2002 Company Industry
Re: Change in Control Severance Compensation AgreementPolymer Group Inc • March 23rd, 2010 • Broadwoven fabric mills, man made fiber & silk • North Carolina
Company FiledMarch 23rd, 2010 Industry JurisdictionThe board of directors (the “Board”) of Polymer Group, Inc. (the “Company”) has determined that it is in the best interests of the Company and its shareholders to assure the continued dedication to the Company of certain senior management personnel, notwithstanding any possibility, threat or occurrence of a Change in Control of the Company (as defined below) or other situations that could result in the termination of your employment. Accordingly, in order to encourage your continued attention and dedication to your assigned duties regardless of any such possibility, threat or occurrence, the Board has authorized the Company to enter into this “Change in Control Severance Compensation Agreement” (the “Agreement”) in order to provide you with certain compensation and other benefits in the event that your employment with the Company is terminated under the circumstances set forth below.
CONFORMED COPY] Privileged and Confidential Polymer Group, Inc. 4838 Jenkins Avenue North Charleston, South Carolina 29405 October 27, 1997 Galey & Lord Incorporated 980 Avenue of the Americas New York, New York 10018 Attn: Arthur C. Wiener Chairman,...Polymer Group Inc • April 3rd, 1998 • Broadwoven fabric mills, man made fiber & silk • New York
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PLEDGE AGREEMENT By POLYMER GROUP, INC., and THE DOMESTIC SUBSIDIARIES PARTY HERETO, as Pledgors, and CITICORP NORTH AMERICA, INC., as Collateral AgentPledge Agreement • March 16th, 2006 • Polymer Group Inc • Broadwoven fabric mills, man made fiber & silk • New York
Contract Type FiledMarch 16th, 2006 Company Industry JurisdictionPLEDGE AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of [ ], 2005, among POLYMER GROUP, INC., a Delaware corporation (the “Borrower”), each Domestic Subsidiary of the Borrower listed on Schedule I hereto (collectively, together with each Domestic Subsidiary that becomes a party hereto pursuant to Section 22 of this Agreement, the “Subsidiary Guarantors” and, together with the Borrower, the “Pledgors”), CITICORP NORTH AMERICA, INC., as collateral agent (in such capacity, the “Collateral Agent”) on behalf of the Secured Parties (as defined in the Credit Agreement) pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party.
POLYMER GROUP, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 11th, 2006 • Polymer Group Inc • Broadwoven fabric mills, man made fiber & silk • South Carolina
Contract Type FiledMay 11th, 2006 Company Industry JurisdictionTHIS AGREEMENT is entered into on March 24, 2006, between Polymer Group, Inc., a Delaware corporation (the “Company”), and Willis C. Moore, III (“Executive”).
RETIREMENT AGREEMENT (Veronica M. Hagen)Retirement Agreement • August 7th, 2013 • Polymer Group Inc • Broadwoven fabric mills, man made fiber & silk
Contract Type FiledAugust 7th, 2013 Company IndustryThis Retirement Agreement (“Agreement”), dated as of June 17, 2013, is entered into by and among Veronica M. Hagen (“Hagen”), Polymer Group, Inc., a Delaware corporation (“PGI”), Scorpio Holdings Corporation, a Delaware corporation (“Parent” and together with PGI and its subsidiaries, the “Company”). PGI and Parent, together with each of its successors, subsidiaries, officers, directors and each holder, directly or indirectly (as of the date of this Agreement) who owns at least ten percent (10%) of the outstanding common stock of Parent are herein referred to as the “Beneficiaries”.
Exhibit 10.4 SUBSIDIARY GUARANTEE Subject to Section 11.04 of that certain Indenture (as supplemented, the "Indenture"), dated as of July 1, 1997, by and among Polymer Group, Inc., a Delaware corporation, the Guarantors named therein and Harris Trust...Subsidiary Guarantee • August 14th, 2001 • Polymer Group Inc • Broadwoven fabric mills, man made fiber & silk
Contract Type FiledAugust 14th, 2001 Company IndustrySubject to Section 11.04 of that certain Indenture (as supplemented, the "Indenture"), dated as of July 1, 1997, by and among Polymer Group, Inc., a Delaware corporation, the Guarantors named therein and Harris Trust and Savings Bank, as Trustee, _______________________, a ______________ corporation ("_____"), hereby unconditionally, jointly and severally, guarantees with the other Guarantors under the Indenture, to each Holder of a Security authenticated by the Trustee and to the Trustee and its successors and assigns that: the principal of and interest on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the overdue principal and interest on any overdue interest on the Securities, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture or under the Securities will be promptly paid in full or performed, all in accordan