Exhibit 10
AMENDMENT XX. 0
XXXXXXXXX Xx. 0, dated as of May 30, 2003, among POLYMER GROUP, INC.,
a Delaware corporation (the "Borrower"), each of the entities identified under
the caption "GUARANTORS" on the signature pages hereto (individually and
together with any entity that shall become a guarantor hereunder pursuant to
Section 6.01(h) of the Agreement (as defined below), a "Guarantor", and,
together with the Borrower, the "Obligors") and MATLINPATTERSON GLOBAL
OPPORTUNITIES PARTNERS L.P., a Delaware limited partnership ("GOF").
WHEREAS, in accordance with Section 9.01 of the Senior Subordinated
Note Purchase Agreement, dated as of March 5, 2003, between the Borrower, the
Guarantors and GOF (the "Agreement"), the Borrower and GOF have agreed to
amend certain terms of the Agreement and the Senior Subordinated Note (as
defined in the Agreement) relating to the method of payment of interest on the
Borrowings (as defined in the Agreement).
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Certain Terms Defined in the Senior Subordinated Note
Purchase Agreement. All capitalized terms used herein but not otherwise
defined herein shall have the meaning ascribed thereto in the Agreement.
SECTION 2. General. References in the Agreement (including references
to the Agreement as amended hereby) to "this Agreement" or words of similar
import (including indirect references to the Agreement) shall be deemed to be
references to the Agreement as hereby amended.
SECTION 3. Amendment of ARTICLE I.
(a) The following new definition is hereby added to ARTICLE I, in
alphabetical order:
"Additional Notes" shall have the meaning set forth in Section 2.02.
(b) The definition of "Indenture" is hereby amended by deleting the
definition in its entirety and replacing it with the following:
"Indenture" means the Indenture, dated as of March 5, 2003, as duly
amended in accordance with the terms thereof, among the Borrower, Wilmington
Trust Company and the other parties thereto relating to the Junior
Subordinated Convertible Notes.
SECTION 4. Amendment of Section 2.01. Section 2.01 is hereby amended
by deleting it in its entirety and replacing it with the following:
"Section 2.01. Initial Issuance of Senior Subordinated Note;
Aggregate Principal Amount. Simultaneously with the execution and
delivery of this Agreement, the Borrower is issuing and delivering to
GOF a note in substantially the form of Exhibit A attached to
Amendment No. 1 (the "Senior Subordinated Note", and, together with
any Additional Notes issued pursuant to Section 2.02 or additional
Senior Subordinated Notes issued pursuant to Section 9.06(d), if any,
the "Senior Subordinated Notes") with a principal amount of THIRTY
MILLION DOLLARS ($30,000,000.00); provided, however, that in
accordance with Section 2.03 and the terms of the Senior Subordinated
Note, the Borrower shall only be required to pay such amount thereof
as equals the sum of each drawing under the Letter of Credit by the
Administrative Agent (each such drawing being referred to herein as a
"Borrowing"), plus the outstanding principal amount of any Additional
Notes, plus accrued interest and any other costs and expenses due
hereunder or under the Senior Subordinated Notes."
SECTION 5. Amendment of Section 2.02. Section 2.02 is hereby amended
by deleting it in its entirety and replacing it with the following:
"Section 2.02. Interest.
(a) Interest. The Borrower shall pay to GOF and its assigns
interest on (i) the amount of each Borrowing from the date
thereof and (ii) the outstanding amount of principal of any
Additional Notes issued, semi-annually in arrears on January 1
and July 1 of each year, at a rate of 10% per annum, subject to
adjustment pursuant to Section 2.02(b). From March 6, 2003
until January 31, 2005, at the option of the Borrower, such
interest shall be paid (i) in cash or (ii) through the issuance
of additional notes (the "Additional Notes"), which shall be in
an aggregate principal amount equal to the amount of interest
that would be payable with respect to the Senior Subordinated
Notes on such interest payment date, in a form identical to the
Senior Subordinated Note attached as Exhibit A to Amendment No.
1 with appropriate modifications to accurately reflect the
principal amount thereof. After January 31, 2005, such interest
shall be payable in cash.
(b) Default Interest. Upon the occurrence and during the
continuance of an Event of Default, the Borrower shall pay
interest on the aggregate unpaid principal amount of the
Borrowings and any Additional Notes issued at the rate per
annum set forth in Section 2.02(a) plus 2% on demand. The
Borrower shall, to the extent lawful, pay interest on overdue
interest at the rate of 12% per annum. From March 6, 2003 until
January 31, 2005, at the option of the Borrower, such interest
shall be paid (i) in cash or (ii) through the issuance of
Additional Notes. After January 31, 2005, such interest shall
be payable in cash."
(c) Computations. All computations of interest shall be made on the
basis of 360 days for the actual number of days (including the
first day but excluding the last day) occurring in the period
for which such interest is payable.
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SECTION 6. Amendment of Section 2.03. Section 2.03 is hereby amended
by inserting the words "and the principal amount of each Additional Note"
immediately after the word "Borrowing" and "Borrowings" in subsections (a) and
(b), respectively.
SECTION 7. Amendment of Section 4.01(g)(i). Section 4.01(g)(i) is
hereby amended by replacing "$25,000,000" with "$30,000,000".
SECTION 8. Amendment of Section 6.01(c). The second paragraph of
Section 6.01(c) is hereby amended by replacing "$200,000,000" with
"$215,000,000" in clause (H) of the definition of Permitted Indebtedness.
SECTION 9. Amendment of Section 7.01(f). Section 7.01(f) is hereby
amended by replacing "$50,000,00" with "$50,000,000".
SECTION 10. Amendment of Section 9.06(d). Section 9.06(d) of the
Agreement is hereby amended by deleting the number "$25,000,000" in the third
sentence and inserting "$30,000,000" in its place.
SECTION 11. Replacement of Exhibit E to the Agreement. The Agreement
is hereby amended by deleting Exhibit E thereto in its entirety and replacing
it with Exhibit A to this Amendment No. 1.
SECTION 12. Representations and Warranties. The Borrower and each
Guarantor hereby represent and warrant to GOF that (a) after giving effect to
the amendments set forth in this Amendment No. 1, no Default has occurred and
is continuing, (b) since March 5, 2003 (other than the transactions
contemplated hereby and the Borrower entering into the Letter Agreement, dated
as of April 11, 2003, with GOF) neither the Borrower nor any Guarantor has
entered into any Affiliate Transaction in breach of Section 6.01(b) of the
Agreement, (c) since March 5, 2003, other than the transactions entered into
as contemplated by the Plan, neither the Borrower nor any Guarantor has
entered into any transaction with Xxxxx Xxxxxx, any family member of Xxxxx
Xxxxxx or any affiliate of either Xxxxx Xxxxxx or any family member of Xxxxx
Xxxxxx; and (d) Amendment No. 1 to the Credit Agreement, dated as of March 29,
2003, is in full force and effect as of the date hereof.
SECTION 13. Governing Law. This Amendment No. 1 shall be governed by,
and construed in accordance with, the laws of the State of New York.
SECTION 14. Execution in Counterparts. This Amendment No. 1 may be
executed in any number of counterparts and by different parties thereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.
SECTION 15. Headings. The descriptive headings of the several
Sections of this Amendment No. 1 are inserted for convenience only and do not
constitute a part of this Amendment No. 1.
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SECTION 16. Miscellaneous. Except as provided herein, the Agreement
shall remain unchanged and in full force and effect and is hereby ratified and
confirmed. For the avoidance of doubt, this Amendment No. 1 shall not
constitute or be deemed, or interpreted as, a novation.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
1 to be executed by their respective officers thereunto duly authorized, as of
the date first written above.
THE BORROWER
POLYMER GROUP, INC.
By:____________________________
Name:
Title:
GOF
MATLINPATTERSON GLOBAL
OPPORTUNITIES PARTNERS L.P.
By: MatlinPatterson Global Opportunities
Advisers LLC, its Investment Advisor
By:_________________________________
Name:
Title:
THE GUARANTORS
PGI POLYMER, INC.
PGI EUROPE, INC.
PNA CORP.
FNA POLYMER CORP.
FABRENE CORP.
FABRENE GROUP, L.L.C.
FIBERTECH GROUP, INC.
TECHNETICS GROUP, INC.
FIBERGOL CORPORATION
CHICOPEE, INC.
DOMINION TEXTILE (USA) INC.
POLY-BOND INC.
LORETEX CORPORATION
FNA ACQUISITION, INC.
FABPRO ORIENTED POLYMERS, INC.
PGI ASSET MANAGEMENT COMPANY
PGI SERVICING COMPANY
PRISTINE BRANDS CORPORATION
POLYIONIX SEPARATION TECHNOLOGIES,
INC.
BONLAM (S.C.), INC.
as Guarantors
By:_____________________________________
Name:
Title:
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EXHIBIT A
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SENIOR SUBORDINATED PROMISSORY NOTE
-----------------------------------
$30,000,000.00 MARCH 5, 2003
FOR VALUE RECEIVED, POLYMER GROUP, INC., a Delaware corporation (the
"Maker"), hereby promises to pay to the order of MATLINPATTERSON GLOBAL
OPPORTUNITIES PARTNERS L.P., a Delaware limited partnership (the "Payee"), on
the terms set forth below, the sum of THIRTY MILLION UNITED STATES DOLLARS
(U.S. $30,000,000.00), or such lesser amount as equals the sum of all
Borrowings and the principal amount of any Additional Notes issued, together
with interest on the unpaid principal balance of each Borrowing and each
Additional Note, if any, from the date thereof, at 10% per annum,
semi-annually on January 1 and July 1 of each year. From March 6, 2003 until
January 31, 2005, at the option of the Maker, such interest on the unpaid
principal balance of each Borrowing shall be payable (i) in cash or (ii)
through the issuance of Additional Notes. After January 31, 2005, such
interest shall be payable in cash. All capitalized terms in this Senior
Subordinated Promissory Note (this "Senior Subordinated Note") shall have the
same meaning as in the Senior Subordinated Note Purchase Agreement, dated as
of March 5, 2003, as amended by Amendment No. 1 dated May [__], 2003, among
the Maker, the Guarantors (as defined in the Agreement) and the Payee (the
"Agreement").
The unpaid principal balance of, and any and all accrued and unpaid
interest on, this Senior Subordinated Note (the "Aggregate Amount") shall be
payable in cash, subject to any repayment made by the Maker in accordance with
Section 2.03 of the Agreement, at the Maturity Date.
If the Events of Default specified in Section 7.01(e) of the
Agreement or a Change of Control occurs, the unpaid principal and interest of
this Senior Subordinated Note, and all other amounts due hereunder, shall, at
the option of the Payee, ipso facto become and be immediately due and payable
in cash without any declaration or other act on the part of the Payee. Upon
the occurrence of any other Event of Default set forth in Section 7.01, the
unpaid principal and interest of this Senior Subordinated Note, and all other
amounts due hereunder, shall, at the option of the Payee upon notice to the
Maker, become and be immediately due and payable in cash. During the period
following the occurrence of an Event of Default until either (a) such Event of
Default is remedied to the satisfaction of the Payee, or (b) the principal and
interest of this Senior Subordinated Note is paid, default interest at a rate
of 2% per annum will be payable on the principal amount in addition to the
existing 10% rate. The Maker shall, to the extent lawful, pay interest on
overdue interest at the rate of 12% per annum. From March 6, 2003 until
January 31, 2005, at the option of the Maker, such interest on the unpaid
principal balance of each Borrowing shall be payable (i) in cash or (ii)
through the issuance of Additional Notes. After January 31, 2005, such
interest shall be payable in cash.
The Maker agrees to pay on demand all reasonable costs and expenses,
including, without limitation, the reasonable fees and out-of-pocket expenses
of counsel to the Payee in connection with the enforcement, collection,
protection or preservation (whether through negotiations, legal proceedings or
otherwise) of any of its rights under this Senior Subordinated Note.
The Maker hereby waives demand, presentment for payment, notice of
extensions, nonpayment and protest, and agrees that any extensions or renewals
hereof shall not affect its liability, whether has notice of such extensions
or renewals or not, and waives any and all defenses and counterclaims with
respect to this Senior Subordinated Note.
No waiver of any right granted hereunder or amendment hereto shall be
effective unless expressly waived or agreed to in writing by the party whose
waiver or agreement to such amendment is alleged.
This Senior Subordinated Note and the Agreement constitute the entire
agreement of the parties with respect to the matters contained herein and
therein.
The provisions hereof shall bind and inure to the benefit of the
respective successors and assigns of the Maker and the Payee.
This Senior Subordinated Note shall be governed by, and interpreted
under, the laws of the State of New York without giving effect to the
principles of conflict of laws.
IN WITNESS WHEREOF, the Maker has caused this instrument to be duly
executed as of the date first written above.
POLYMER GROUP, INC.
By: _________________________________
Name:
Title:
