EXHIBIT 10.1
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of March 30, 2000, between POLYMER GROUP,
INC. ("PGI"); each of the other "Borrowers" identified under the caption
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"BORROWERS" on the signature pages hereto, each of the Domestic Non-Borrower
Guarantors identified under the caption "DOMESTIC NON-BORROWER GUARANTORS" on
the signature pages hereto; each of the lenders identified under the caption
"LENDERS" on the signature pages hereto (the "Lenders"); and THE CHASE MANHATTAN
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BANK, as administrative agent for the Lenders (in such capacity, together with
its successors in such capacity, the "Administrative Agent").
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PGI, the other Borrowers, the Domestic Non-Borrower Guarantors, the
Lenders referred to therein and the Administrative Agent are parties to a Second
Amended, Restated and Consolidated Credit Agreement dated as of July 3, 1997 (as
heretofore amended, the "Credit Agreement"), providing for the Lenders to extend
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credit (by way of revolving credit loans, term loans and letters of credit) to
the Borrowers in U.S. Dollars and in certain Alternative Currencies in an amount
at any time not exceeding U.S. $500,000,000. PGI has now requested that the
Lenders consent (i) to the creation of an additional term loan facility under
the Credit Agreement in U.S. Dollars in the amount of up to U.S. $100,000,000 to
be used by PGI and its subsidiaries to finance capital expenditures and for
general corporate purposes and (ii) to certain other amendments to the Credit
Agreement. Accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Capitalized terms used but not otherwise
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defined herein have the meanings given them in the Credit Agreement.
Section 2. Amendments. Subject to (i) the execution and delivery of
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this Amendment No. 4 by each Obligor, by Lenders constituting the Majority
Lenders under the Credit Agreement and by the Administrative Agent and (ii) the
payment by PGI to the Administrative Agent for the account of the Lenders of
such amendment, upfront and other fees as have been agreed to be paid in
connection with the amendments to the Credit Agreement contemplated hereby, but
effective as of the date hereof, the Credit Agreement shall be amended as
follows:
Section 2.01. General. References in the Credit Agreement (including
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references to the Credit Agreement as amended hereby) to "this Agreement" (and
indirect references such as "hereunder", "hereby", "herein" and "hereof") shall
be deemed to be references to the Credit Agreement as amended by this Section 2.
Section 2.02. Preamble. The fourth paragraph in the preamble to the
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Credit Agreement shall be amended by inserting after the amount "U.S.
$500,000,000" the words "(which amount may, in the circumstances hereinafter
provided, be increased to U.S. $600,000,000)".
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Section 2.03. Definitions. Section 1.01 of the Credit Agreement shall
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be amended by adding the following new definitions (to the extent not already
included in said Section 1.01) and inserting the same in the appropriate
alphabetical locations and amending in their entirety the following definitions
(to the extent already included in said Section 1.01), as follows:
"Applicable Margin" shall mean with respect to Eurocurrency Revolving
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Credit Loans, Base Rate Revolving Credit Loans, Canadian Base Rate Loans,
letter of credit fees (as such term is used in Section 2.03(g) hereof),
commitment fees (as such term is used in Section 2.05 hereof), Eurocurrency
Term B Loans, Base Rate Term B Loans, Eurocurrency Term B-1 Loans, Base
Rate Term B-1 Loans, Eurocurrency Term C Loans and Base Rate Term C Loans
during any Accrual Period (as defined below), the respective rates set
forth below for such Loans of such Class and Type and such fees for such
Accrual Period, which rates shall be based upon the Leverage Ratio for such
Accrual Period:
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Base Rate
Revolving Euro-
Euro- Credit currency Base Rate
currency Loans and Letter Term B Term B Euro-
Revolving Canadian of and Term and currency Base Rate
Leverage Credit Base Rate Credit Commit- B-1 Term B-1 Term C Term C
Ratio Loans Loans Fees ment Fees Loans Loans Loans Loans
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Greater than
or
equal to 4.50 2.50% 1.25% 2.50% 0.500% 3.00% 1.75% 3.25% 2.00%
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Greater than
or equal to
4.25 but less
than 4.50 2.25% 1.00% 2.25% 0.375% 2.75% 1.50% 3.25% 2.00%
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Greater than
or equal to
3.75 but less
than 4.25 1.75% 0.50% 1.75% 0.375% 2.50% 1.25% 3.25% 2.00%
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Greater than
or equal to
3.00 but less
than 3.75 1.50% 0.25% 1.50% 0.300% 2.25% 1.00% 3.25% 2.00%
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Greater than
or equal to
2.50 but less
than 3.00 1.25% 0.25% 1.25% 0.250% 2.25% 1.00% 3.25% 2.00%
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Less than
2.50 1.00% 0.25% 1.00% 0.200% 2.25% 1.00% 3.25% 2.00%
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For purposes hereof, an "Accrual Period" shall mean each of the
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following successive periods, as applicable:
(i) the period commencing during any fiscal quarter on the date
(the "Change Date") that is the second Business Day following the
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receipt by the Administrative Agent of the certificate referred to in
clause (a) of the next following paragraph or
(ii) in the event that PGI or any of its Restricted Subsidiaries
makes an Acquisition and borrows hereunder in an amount equal to or
greater than U.S. $25,000,000 (or the Foreign Currency Equivalent
thereof) in connection with such Acquisition, the period commencing
during any fiscal quarter on the second Business Day (the "Acquisition
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Change Date") following the date of such Acquisition,
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in each case to but not including the earlier of (x) the Change Date in the
immediately following fiscal quarter and (y) the next Acquisition Change
Date, provided, that the initial Accrual Period shall commence on the
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Effective Date and continue until the earlier of (x) the Change Date during
the fiscal quarter ending on December 27, 1997 and (y) an Acquisition
Change Date, and provided further, that the Leverage Ratio for any Accrual
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Period commencing with an Acquisition Change Date shall be calculated on a
pro forma basis, as at the end of and for the period of four fiscal
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quarters most recently ended prior to the date of the related Acquisition
for which financial statements of PGI are available, under the assumption
that such Acquisition and the incurrence of any Indebtedness in connection
with such Acquisition, shall have occurred at the beginning of the
applicable period.
The Leverage Ratio for the initial Accrual Period shall be determined
on the basis of the certificate of a senior officer delivered pursuant to
Section 7.01(p) hereof (together with the financial statements for the
fiscal quarter on which such calculation is based). The Leverage Ratio for
any Accrual Period after the initial Accrual Period shall be determined (a)
if such Accrual Period commences with a Change Date, on the basis of a
certificate of a senior officer setting forth a calculation of the Leverage
Ratio as at the last day of the fiscal quarter immediately prior to the
first day of such Accrual Period (together with the financial statements
for the fiscal quarter on which such calculation is based) and (b) if such
Accrual Period commences with an Acquisition Change Date, on the basis of
the certificate of a senior officer delivered pursuant to Section
9.05(d)(iv)(z) hereof in connection with the related Acquisition.
Anything in this Agreement to the contrary notwithstanding, the
Applicable Margin shall be the highest applicable rate provided for above
(i.e., 2.50% for Eurocurrency Revolving Credit Loans, 1.25% for Base Rate
Revolving Credit Loans and Canadian Base Rate Loans, 2.50% for letter of
credit fees, 0.50% for commitment fees, 3.00% for Eurocurrency Term B Loans
and Eurocurrency Term B-1 Loans, 1.75% for
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Base Rate Term B Loans and Base Rate Term B-1 Loans, 3.25% for Eurocurrency
Term C Loans and 2.00% for Base Rate Term C Loans (i) during any period
when an Event of Default shall have occurred and be continuing or (ii) if
the Obligors shall default in the delivery of any financial statements
pursuant to Section 9.01(a) or 9.01(b) hereof, or in the delivery of the
certificate of a senior financial officer pursuant to Section
9.05(d)(iv)(z).
"Commitments" shall mean the Facility A Revolving Credit Commitments,
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the Facility B Revolving Credit Commitments, the Term B Loan Commitments,
the Term B-1 Loan Commitments and the Term C Loan Commitments.
"Interest Period" shall mean, with respect to any Eurocurrency Loan,
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each period commencing on the date such Eurocurrency Loan is made or
Converted from a Base Rate Loan or the last day of the next preceding
Interest Period for such Loan and ending on the numerically corresponding
day in the first, third or sixth (or, subject to the agreement of each
Lender participating in such Loan in its sole discretion, twelfth) calendar
month thereafter, as the Borrowers may select as provided in Section 4.05
hereof, except that each Interest Period that commences on the last
Business Day of a calendar month (or on any day for which there is no
numerically corresponding day in the appropriate subsequent calendar month)
shall end on the last Business Day of the appropriate subsequent calendar
month. Notwithstanding the foregoing:
(i) if any Interest Period for any Revolving Credit Loan would
otherwise end after the Revolving Credit Termination Date, such
Interest Period shall end on the Revolving Credit Termination Date;
(ii) no Interest Period for any Facility A Revolving Credit Loan
may commence before and end after any Reduction Date unless, after
giving effect thereto, the aggregate principal amount of the Facility
A Revolving Credit Loans having Interest Periods that end after such
Reduction Date shall be equal to or less than the aggregate amount of
the Facility A Revolving Credit Commitments on such Reduction Date;
(iii) no Interest Period for any Term B Loan may commence before
and end after any Principal Payment Date applicable thereto unless,
after giving effect thereto, the aggregate principal amount of the
Term B Loans having Interest Periods that end after such Principal
Payment Date shall be equal to or less than the aggregate principal
amount of the Term B Loans scheduled to be outstanding after giving
effect to the payments of principal required to be made on such
Principal Payment Date;
(iv) no Interest Period for any Term B-1 Loan may commence
before and end after any Principal Payment Date applicable thereto
unless, after giving effect thereto, the aggregate principal amount of
the Term B-1 Loans having Interest Periods that end after such
Principal Payment Date shall be equal to or less than
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the aggregate principal amount of the Term B-1 Loans scheduled to be
outstanding after giving effect to the payments of principal required
to be made on such Principal Payment Date;
(v) no Interest Period for any Term C Loan may commence before
and end after any Principal Payment Date applicable thereto unless,
after giving effect thereto, the aggregate principal amount of the
Term C Loans having Interest Periods that end after such Principal
Payment Date shall be equal to or less than the aggregate principal
amount of the Term C Loans scheduled to be outstanding after giving
effect to the payments of principal required to be made on such
Principal Payment Date;
(vi) each Interest Period that would otherwise end on a day
which is not a Business Day shall end on the next succeeding Business
Day (or, if such next succeeding Business Day falls in the next
succeeding calendar month, on the next preceding Business Day); and
(vii) notwithstanding clauses (i), (ii), (iii), (iv) and (v)
above, no Interest Period shall have a duration of less than one month
and, if the Interest Period for any Loan would otherwise be a shorter
period, such Loan shall not be available hereunder for such period.
"Lenders" shall mean, collectively, the Facility A Revolving Credit
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Lenders, the Facility B Revolving Credit Lenders, the Term B Loan Lenders,
the Term B-1 Loan Lenders and the Term C Loan Lenders.
"Loans" shall mean, collectively, the Facility A Revolving Credit
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Loans, the Facility B Revolving Credit Loans, the Term B Loans, the Term B-
1 Loans and the Term C Loans.
"Majority Term C Loan Lenders" shall mean Term C Loan Lenders holding
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at least 51% of the aggregate outstanding principal amount of the Term C
Loans.
"Notes" shall mean, collectively, the Facility A Revolving Credit
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Notes, the Facility B Revolving Credit Notes, the Term B Loan Notes, the
Term B-1 Loan Notes and the Term C Loan Notes.
"Term" refers, as applicable, to the Term B Loan Commitments, Loan
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Lenders, Loans and Loan Notes, the Term B-1 Loan Commitments, Loan Lenders,
Loans and Loan Notes and the Term C Loan Commitments, Loan Lenders, Loans
and Loan Notes.
"Term C Loan Agreement" shall have the meaning assigned to such term
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in Section 2.01(e) hereof
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"Term C Loan Closing Date" shall mean the date on which each of the
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conditions precedent to the making of the Term C Loans specified in
Sections 7.02 and 7.05 hereof shall have been satisfied or waived.
"Term C Loan Commitment" shall mean, for each Term C Loan Lender, the
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obligation of such Lender, pursuant to the provisions of Section 2.01(e)
hereof, to make a Term C Loan to PGI on the Term C Loan Closing Date in
U.S. Dollars in an amount up to but not exceeding the amount set opposite
the name of such Lender pursuant to the Term C Loan Agreement, or in the
case of any Person that becomes a Term C Loan Lender pursuant to an
assignment permitted under Section 12.06(b) hereof, as specified in the
respective instrument of assignment pursuant to which such assignment is
effected (as the same may be reduced from time to time pursuant to Section
2.04 hereof).
"Term C Loan Commitment Termination Date" shall mean the Business Day
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immediately preceding April 30, 2000.
"Term C Loan Lenders" shall mean (a) the Lenders and other financial
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institutions that shall have executed the Term C Loan Agreement pursuant to
Section 2.01(e) hereof and (b) following such execution, the Lenders from
time to time holding Term C Loans and Term C Loan Commitments after giving
effect to any assignments thereof permitted by Section 12.06 hereof.
"Term C Loan Notes" shall mean the promissory notes provided for by
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Section 2.08(e) hereof and all promissory notes delivered in substitution
or exchange therefor, in each case as the same shall be modified and
supplemented and in effect from time to time.
"Term C Loans" shall mean the loans provided for by Section 2.01(e)
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hereof, which may be Base Rate Loans and/or U.S. Dollar denominated
Eurocurrency Loans.
Section 2.04. Classes of Loans. Section 1.03 of the Credit
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Agreement shall be deleted in its entirety and replaced with the following:
"1.03 Classes, Types and Currencies of Loans. Loans hereunder are
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distinguished by "Class", "Type" and "Currency". The "Class" of a Loan (or
of a Commitment to make a Loan) refers to whether such Loan is a Facility A
Revolving Credit Loan, a Facility B Revolving Credit Loan, a Term B Loan, a
Term B-1 Loan or a Term C Loan, each of which constitutes a Class. The
"Type" of a Loan as used in connection with U.S. Dollar-denominated Loans
refers to whether such Loan is a Base Rate Loan, a Eurocurrency Loan or a
Eurodollar Loan, each of which constitutes a Type, and, as used in
connection with Canadian Dollar-denominated Loans refers to whether such
Loan is a Canadian Base Rate Loan or a Bankers' Acceptance Loan, each of
which constitutes a Type. The "Currency" of a Loan refers to whether such
Loan is to be made in U.S. Dollars, Dutch Guilders or Canadian Dollars,
each of which constitutes a "Currency". Loans may be identified by Class,
Type and Currency."
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Section 2.05. Loans. Section 2.01 of the Credit Agreement shall be
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amended by relettering paragraphs (e), (f) and (g) thereof, as paragraph (f),
(g) and (h), respectively, and inserting a new paragraph (e) as follows:
"(e) Term C Loans. At any time and from time to time prior to the Term
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C Loan Commitment Termination Date, PGI may request that the Lenders (or
such other financial institutions as shall thereby agree to become Lenders
hereunder), offer to enter into commitments to make Term C Loans in an
aggregate principal amount up to but not exceeding U.S. $100,000,000. In
the event that one or more of the Lenders (or such other financial
institutions) offer, in their sole discretion, to enter into such
commitments, and such Lenders (or other financial institutions) and PGI
agree as to the amount of such commitments that shall be allocated to such
Lenders (or other financial institutions) making such offers and the fees
to be payable by PGI in connection therewith, such Lenders (and other
financial institutions), the Administrative Agent and PGI shall execute and
deliver an agreement (herein, the "Term C Loan Agreement") pursuant to
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which such Lenders (and other financial institutions) shall become
irrevocably obligated to make Term C Loans under this Agreement on the Term
C Loan Closing Date in an amount equal to the amount of their respective
Term C Loan Commitments specified in the Term C Loan Agreement.
Following the execution and delivery of the Term C Loan Agreement,
each Term C Loan Lender severally agrees, on the terms and conditions of
this Agreement, to make loans to PGI in a single drawing on the Term C Loan
Closing Date in U.S. Dollars in an aggregate principal amount up to but not
exceeding such Lender's Term C Loan Commitment as then in effect. Any
financial institution not theretofore a Lender hereunder, which shall
become a Term C Loan Lender pursuant to this Section 2.01(e), shall thereby
become a Lender hereunder and shall have all of the obligations, rights and
benefits of a Lender hereunder and under the Security Documents (including
the right to share equally and ratably with the other Lenders in the
collateral security and guarantees provided thereunder). After the Term C
Loan Closing Date, and subject to the terms and conditions of this
Agreement, PGI may Convert Term C Loans of one Type into Term C Loans of
another Type (as provided in Section 2.09 hereof) or Continue Term C Loans
of one Type as Term C Loans of the same Type (as provided in Section 2.09
hereof). Proceeds of Term C Loans shall be available for any use permitted
under Section 9.13 hereof."
Section 2.06. Borrowings. Section 2.02 of the Credit Agreement
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shall be amended by adding after the words "Term B-1 Loan Lender" in the second
sentence thereof the following: "or Term C Loan Lender".
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Section 2.07. Reduction of Commitments. Section 2.04(a) of the
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Credit Agreement shall be amended by inserting the following after the third
sentence thereof:
"The Term C Loan Commitments shall be automatically terminated on the
Term C Loan Closing Date (following the making of the loans under Section
2.01(e) hereof to be made on such Date) or, if the Term C Loan Closing Date
does not occur prior to the Term C Loan Commitment Termination Date, on the
Term C Loan Commitment Termination Date."
Section 2.08. Notes. Section 2.08 of the Credit Agreement shall be
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amended by relettering paragraphs (e) and (f) thereof, as paragraph (f) and (g),
respectively, and inserting a new paragraph (e) as follows:
"(e) The Term C Loan made by each Term C Loan Lender to PGI shall be
evidenced by a single promissory note of PGI, substantially in the form of
Exhibit A-5 hereto, dated the Term C Loan Closing Date, payable to such
Lender in a principal amount equal to the amount of its Term C Loan
Commitment as originally in effect, and otherwise duly completed."
Section 2.09. Prepayments. Section 2.10 of the Credit Agreement
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shall be amended by deleting paragraph (e) in its entirety and replacing it with
the following:
"(e) Application. Prepayments and reductions of Commitments
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described in the above paragraphs of this Section 2.10 shall be effected as
follows:
(i) in the case of paragraphs (a), (c) and (d) above, the amount
of the required prepayment and reduction shall be apportioned between
the Term C Loans, the Term B-1 Loans, the Term B Loans and the
Revolving Credit Loans (and Letter of Credit Liabilities) ratably in
accordance with the respective then-outstanding aggregate principal
amounts of the Term C Loans, the Term B-1 Loans, the Term B Loans and
the Revolving Credit Commitments with the amounts so apportioned to be
applied to the prepayment of the respective Loans of each such Class
(and to provide cover for Letter of Credit Liabilities and to the
reduction of Revolving Credit Commitments), such reductions of
Revolving Credit Commitments, and prepayments of the Revolving Credit
Loans, to be applied first to the reduction of Facility A Revolving
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Credit Commitments (and to the prepayment first of Facility A
Revolving Credit Loans denominated in U.S. Dollars, second to the
prepayment of Facility A Revolving Credit Loans denominated in Dutch
Guilders and third to provide cover for Letter of Credit Liabilities),
and second, after all outstanding Facility A Revolving Credit
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Commitments have been reduced to zero (and all Facility A Revolving
Credit Loans paid in full and cover for all Letter of Credit
Liabilities provided), to the reduction of Facility B Revolving Credit
Commitments (and to the prepayment of Facility B Revolving Credit
Loans), provided that to the extent any such required reduction of
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Revolving Credit Commitments shall exceed the then-outstanding
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aggregate principal amount of Revolving Credit Loans (and Letter of
Credit Liabilities), such excess shall be applied ratably to the
prepayment of Term C Loans, Term B-1 Loans and Term B Loans, and
(ii) in the case of paragraph (b) above, the amount of the
required prepayment and reduction shall be apportioned between the
Term C Loans, the Term B-1 Loans, the Term B Loans and the Revolving
Credit Loans (and Letter of Credit Liabilities) ratably in accordance
with the respective then-outstanding aggregate principal amounts of
the Term C Loans, the Term B-1 Loans, the Term B Loans and the
Revolving Credit Commitments with the amounts so apportioned to be
applied to the prepayment of the Term C Loans, to the prepayment of
the Term B-1 Loans, to the prepayment of the Term B Loans and to the
prepayment of the Revolving Credit Loans (to provide cover for Letter
of Credit Liabilities), but not to the reduction of the Revolving
Credit Commitments, such prepayments to the Revolving Credit Loans to
be applied first to Facility A Revolving Credit Loans denominated in
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U.S. Dollars, second to Facility A Revolving Credit Loans denominated
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in Dutch Guilders, third to the provision of cover for Letter of
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Credit Liabilities and fourth to Facility B Revolving Credit Loans.
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Notwithstanding anything herein to the contrary, any Term Loan Lender shall
have the option to forego a prepayment of any Term Loan at its sole
discretion, and in any such case, the amount of any such foregone
prepayment will be applied pro rata to the outstanding Term Loan Lenders
who have not foregone such prepayment; provided, in the event that, with
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respect to any such prepayment, each Term Loan Lender shall forego such
prepayment, the amount of such foregone prepayment will be applied pro rata
to the outstanding Revolving Credit Loans (and Letter of Credit
Liabilities) of the Revolving Credit Lenders (and, in the case of any such
prepayment contemplated by paragraphs (a), (c) or (d) above, to the
reduction of the Revolving Credit Commitments), all in accordance with and
subject to the priorities set forth in clauses (i) and (ii) above."
Section 2.10. Amortization of Term C Loans. Section 3.01 of the
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Credit Agreement shall be amended by inserting the following new paragraph (e):
"(e) PGI hereby promises to pay to the Administrative Agent in U.S.
Dollars for account of the Term C Loan Lenders the following aggregate
principal amounts on the following Principal Payment Dates:
Principal Payment Date Amount of Payment
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December 20, 2000 U.S. $ 500,000
June 20, 2001 U.S. $ 500,000
December 20, 2001 U.S. $ 500,000
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June 20, 2002 U.S. $ 500,000
December 20, 2002 U.S. $ 500,000
June 20, 2003 U.S. $ 500,000
December 20, 2003 U.S. $ 500,000
June 20, 2004 U.S. $ 500,000
December 20, 2004 U.S. $ 500,000
June 20, 2005 U.S. $ 500,000
December 20, 2005 U.S. $ 500,000
June 20, 2006 U.S. $47,250,000
December 20, 2006 U.S. $47,250,000
In the event that the aggregate principal amount of Term C Loans made
on the Term C Loan Closing Date shall be less than U.S. $100,000,000, then
each of the installments set forth above shall be ratably reduced."
Section 2.11. Limitation of Eurodollar Loans. Section 5.02 of the
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Credit Agreement shall be amended by deleting Section 5.02(b) in its entirety
and replacing it with the following:
"(b) if the related Loans are Facility A Revolving Credit Loans, the
Majority Facility A Revolving Credit Lenders determine or, if the related
Loans are Term B Loans, the Majority Term B Loan Lenders determine or, if
the related Loans are Term B-1 Loans, the Majority Term B-1 Loan Lenders
determine or, if the related Loans are Term C Loans, the Majority Term C
Loan Lenders determine (in each case, which determination shall be
conclusive), and notify the Administrative Agent that the relevant rates of
interest referred to in the definition of "Eurocurrency Base Rate" in
Section 1.01 hereof upon the basis of which the rate of interest for
Eurodollar Loans for such Interest Period is to be determined are not
likely to adequately cover the cost to such Lenders of making or
maintaining Eurodollar Loans for such Interest Period;"
Section 2.12. Conditions. Section 7.02 of the Credit Agreement
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shall be deleted in its entirety and replaced with the following:
"7.02 Initial and Subsequent Extensions of Credit. The obligation of
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the Lenders to make any Loan, including, without limitation, the obligation
to create and discount any Bankers' Acceptance, or otherwise extend any
credit to the Borrowers upon the occasion of each borrowing or other
extension of credit hereunder (including the initial borrowing, the
borrowing to be made on the Term B Loan Closing Date, the borrowing to be
made on the Term B-1 Loan Closing Date and the borrowing to be made on the
Term C Loan Closing Date) is subject to the further conditions precedent
that, both immediately prior to the making of such Loan or creation and
discount of such Bankers' Acceptance or
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other extension of credit and also after giving effect thereto and to the
intended use thereof:
(a) no Default shall have occurred and be continuing; and
(b) the representations and warranties made by the Obligors
in Section 8 hereof, and by each of the Group Members in each
of the other Basic Documents to which it is a party, shall be
true and complete on and as of the date of the making of such
Loan or other extension of credit with the same force and
effect as if made on and as of such date (or, if any such
representation or warranty is expressly stated to have been
made as of a specific date, as of such specific date).
Each notice of borrowing or request for the issuance of a Letter of Credit
by the Borrowers hereunder shall constitute a certification by the
Borrowers to the effect set forth in the preceding sentence (both as of the
date of such notice or request and, unless the Borrowers otherwise notify
the Administrative Agent prior to the date of such borrowing or issuance,
as of the date of such borrowing or issuance).
Notwithstanding anything herein to the contrary, for purposes
of Loans to be made on the Term C Loan Closing Date, any determination to
be made that there has been no material adverse change in the financial
condition, operation, business or prospects of PGI and its consolidated
Subsidiaries taken as a whole from that set forth in the financial
statements referred to in Section 8.02 hereof shall be made only by the
Administrative Agent."
Section 2.13. Additional Conditions to Term C Loans.
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Section 7 of the Credit Agreement shall be amended by adding the following new
Section 7.05:
"7.05 Term C Loan Closing Date. Without in any way limiting the
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applicability of Section 7.02 hereof, the obligation of each Term C
Loan Lender to make its Term C Loan on the Term C Loan Closing Date is
subject to the satisfaction of the following conditions precedent or,
as applicable, to the receipt by the Administrative Agent of the
following documents, in each case in a manner in form and substance
satisfactory to the Administrative Agent:
(a) Corporate Documents. Certified copies of the
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charter and by-laws (or equivalent documents) of each Group
Member and of all corporate authority for each Group Member
(including, without limitation, board of director resolutions
and evidence of the incumbency of officers) with respect to the
execution, delivery and performance of such Basic Documents to
which such Group Member is or is intended to be a party and
each other document to be delivered by such Group Member from
time to time in connection with the transactions contemplated
in connection with the Term C Loan Commitments and Term C Loans
hereunder (and the Administrative Agent and each Lender may
Amendment No. 4
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conclusively rely on such certificate until it receives notice
in writing from such Group Member).
(b) Officer's Certificate. A certificate of a senior
---------------------
financial officer of PGI, dated the Term C Loan Closing Date,
to the effect set forth in paragraphs (a) and (b) of the first
sentence of Section 7.02 hereof.
(c) Opinion of Counsel to the Group Members. An
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opinion, dated the Term C Loan Closing Date, of Xxxxxxxx &
Xxxxx, special New York counsel to the Group Members, covering
matters covered by the opinions of Xxxxxxxx & Xxxxx delivered
in connection with the Credit Agreement (including, without
limitation, with respect to the Term C Loans), and in each case
covering such other matters as the Administrative Agent or any
Lender may reasonably request, including, without limitation,
matters related to the Security Documents (and each Obligor
hereby instructs such counsel to deliver each such opinion to
the Lenders and to the Administrative Agent).
(d) Additional Security Documents. The
-----------------------------
Administrative Agent shall have received the following:
(i) all necessary modifications or
confirmations to the Security Documents in effect on
the Term C Loan Closing Date duly executed and
delivered so as to ensure the continued effectiveness
of the security interests created thereby and the
spreading of the liens created thereby to cover the
additional obligations to be incurred by the Obligors
on the Term C Loan Closing Date, in each case
covering such matters as shall be requested by the
Administrative Agent and in each case in form and
substance satisfactory to the Administrative Agent;
and
(ii) evidence that such other action
(including, in the case of real property, obtaining
appropriate mortgagee title insurance policies) as
shall be necessary to perfect or record the Liens
contemplated by the foregoing clause (i) under
applicable law shall have been taken.
(e) Notes. The Term C Loan Notes described in Section
-----
2.08(e) hereof shall have been duly completed and executed.
(f) Other Documents. Such other documents as the
---------------
Administrative Agent, any Lender or special New York counsel to
Chase may reasonably request."
Amendment No. 4
---------------
-13-
Section 2.14. Leverage Ratio. Section 9.10(a) of the Credit
--------------
Agreement shall be deleted in its entirety and replaced with the following:
"(a) Leverage Ratio. PGI will not permit the Leverage Ratio
--------------
to exceed the following respective ratios at any time during the following
respective periods:
Period Ratio
------ -----
From the Effective Date through
but excluding the last day
of the fourth fiscal quarter in 2000 5.75 to 1
From the last day of the fourth fiscal
quarter in 2000 through but excluding the
last day of the first fiscal quarter in 2001 5.50 to 1
From the last day of the first fiscal
quarter in 2001 through but excluding the
last day of the second fiscal quarter in 2001 5.25 to 1
From the last day of the second fiscal
quarter in 2001 through but excluding the
last day of the first fiscal quarter in 2002 4.75 to 1
From the last day of the first fiscal
quarter in 2002 through but excluding the
last day of the first fiscal quarter in 2003 4.50 to 1
From the last day of the first fiscal
quarter in 2003 and at all times thereafter 4.25 to 1
Amendment No. 4
---------------
-14-
Section 2.15. Fixed Charges Ratio. Section 9.10(c) of the
-------------------
Credit Agreement shall be deleted in its entirety and replaced with the
following:
"(c) Fixed Charges Ratio. PGI will not permit the Fixed
-------------------
Charges Ratio to be less than the following respective ratios at the
end of any fiscal quarter which falls within the following respective
periods:
Period Ratio
------ -----
From the Amendment No. 4 Effective Date
but excluding the last day
of the second fiscal quarter in 2000 1.30 to 1
From the last day of the second fiscal
quarter in 2000 and at all times thereafter 1.40 to 1"
Section 2.16. Year 2000 Issues. Section 9.19 of the Credit
----------------
Agreement shall be deleted in its entirety and replaced with the following:
"9.19. Year 2000 Issues. Any reprogramming required to permit
----------------
the proper functioning, in and following the year 2000, of (i) the
computer systems of the Borrower and its Subsidiaries and (ii)
equipment containing embedded microchips (including systems and
equipment supplied by others or with which the systems of the Borrower
and its Subsidiaries interface) and the testing of all such systems and
equipment, as so reprogrammed, has been completed in all material
respects. The computer and management information systems of the
Borrower and its Subsidiaries are and, with ordinary course upgrading
and maintenance, will continue for the term of this Agreement to be,
sufficient to permit the Borrower and its Subsidiaries to conduct its
business without a Material Adverse Effect."
Section 2.17. Certain Agency Provisions. Sections 11.02 and
-------------------------
11.03 of the Credit Agreement shall be amended by adding after the words "the
Majority Term B-1 Loan Lenders" the following wherever such words appear: "or
the Majority Term C Loan Lenders".
Amendment No. 4
---------------
-15-
Section 2.18. Amendments. Section 12.04 of the Credit
----------
Agreement shall be amending by adding the words "or Majority Term C Loan
Lenders" immediately after the words "Majority Term B-1 Loan Lenders" in clause
(b) thereof and by replacing the word "and" immediately before clause (D) with a
comma, and inserting immediately after clause (D) a new clause (E) as follows:
"and (E) no waiver or modification of any provision of this Agreement
that has the effect (either immediately or at some later time) of
enabling PGI to satisfy a condition precedent to the making of a Term C
Loan shall be effective against the Term C Loan Lenders for the
purposes of the Term C Loan Commitments unless the Majority Term C Loan
Lenders shall have concurred with such waiver or modification."
Section 2.19. Treatment of Certain Information;
--------------------------------
Confidentiality. Section 12.16(b) of the Credit Agreement shall be amending by
---------------
renumbering clause (vii) thereof as clause (viii) and adding a new clause (vii)
as follows:
"(vii) to any direct or indirect contractual counterparty in swap
agreements or such contractual counterparty's professional advisor (so
long as such contractual counterparty or professional advisor to such
contractual counterparty agrees to be bound by the provisions of this
Section 12.16), or to any nationally recognized rating agency that
requires access to information about a Lender."
Section 2.20. Certain Tax Considerations. Section 12.19(a)
--------------------------
shall be amended by adding after the words "or Term B-1 Loan Lender" in the
first sentence thereof the following: "or Term C Loan Lender"
Section 2.21. Additional Schedule and Exhibit. The Credit
-------------------------------
Agreement shall be amended by attaching thereto and making a part thereof
Exhibit A-5 attached hereto.
Section 3. Security Agreement. Effective as of the Term C Loan
------------------
Closing Date, PGI, the Domestic Non-Borrower Guarantors and the Administrative
Agent agree that the Security Agreement shall be amended by replacing the amount
"U.S. $500,000,000" in the third paragraph thereof with the amount "U.S.
$600,000,000" and, for avoidance of doubt, that the "Credit Agreement" referred
to in the Security Agreement shall mean the Credit Agreement as amended hereby.
Section 4. Representations and Warranties. Each Obligor
------------------------------
represents and warrants to the Lenders and the Administrative Agent that the
representations and warranties set forth in Section 8 of the Credit Agreement as
amended hereby are true and complete on the date hereof as if made on and as of
the date hereof and as if each reference in said Section 8 to "this Agreement"
include reference to this Amendment No. 4.
Section 5. Miscellaneous. Except as herein provided, the
-------------
Credit Agreement shall remain unchanged and in full force and effect. This
Amendment No. 4 may be executed in any
Amendment No.4
--------------
-16-
number of counterparts, all of which taken together shall constitute one and the
same amendatory instrument and any of the parties hereto may execute this
Amendment No. 4 by signing any such counterpart. This Amendment No. 4 shall be
governed by, and construed in accordance with, the law of the State of New York.
Amendment No.4
--------------
-17-
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 4 to be duly executed and delivered as of the day and year first
above written.
THE BORROWERS
-------------
POLYMER GROUP, INC. PGI NONWOVENS B.V.
By /s/ Xxxxx X. Xxxx By /s/ Xxxxx X. Xxxx
------------------------------- -----------------------------------
Xxxxx X. Xxxx Xxxxx X. Xxxx
Title: Executive Vice President Title: Executive Vice President
and CFO and CFO
CHICOPEE HOLDINGS B.V. FABRENE INC.
By /s/ Xxxxx X. Xxxx By /s/ Xxxxx X. Xxxx
------------------------------- -----------------------------------
Xxxxx X. Xxxx Xxxxx X. Xxxx
Title: Executive Vice President Title: Executive Vice President
and CFO and CFO
DOMESTIC NON-BORROWER GUARANTORS
--------------------------------
FIBERTECH GROUP, INC. CHICOPEE, INC.
By /s/ Xxxxx X. Xxxx By /s/ Xxxxx X. Xxxx
------------------------------ -----------------------------------
Xxxxx X. Xxxx Xxxxx X. Xxxx
Title: Executive Vice President Title: Executive Vice President
and CFO and CFO
PGI POLYMER, INC. PGI EUROPE, INC.
By /s/ Xxxxx X. Xxxx By /s/ Xxxxx X. Xxxx
------------------------------ -----------------------------------
Xxxxx X. Xxxx Xxxxx X. Xxxx
Title: Executive Vice President Title: Executive Vice President
and CFO and CFO
Amendment No. 4
---------------
-18-
TECHNETICS GROUP, INC. FABRENE GROUP, L.L.C.
By /s/ Xxxxx X. Xxxx By /s/ Xxxxx X. Xxxx
------------------------------ -----------------------------------
Xxxxx X. Xxxx Xxxxx X. Xxxx
Title: Executive Vice President Title: Executive Vice President and CFO
and CFO
FABRENE CORP. FIBERGOL CORPORATION
By /s/ Xxxxx X. Xxxx By /s/ Xxxxx X. Xxxx
------------------------------ -----------------------------------
Xxxxx X. Xxxx Xxxxx X. Xxxx
Title: Executive Vice President Title: Executive Vice President and CFO
and CFO
FABRENE GROUP, INC. PNA CORP.
By /s/ Xxxxx X. Xxxx By /s/ Xxxxx X. Xxxx
------------------------------ -----------------------------------
Xxxxx X. Xxxx Xxxxx X. Xxxx
Title: Executive Vice President Title: Executive Vice President and CFO
and CFO
FNA POLYMER CORP. FABPRO ORIENTED POLYMERS, INC.
By /s/ Xxxxx X. Xxxx By /s/ Xxxxx X. Xxxx
------------------------------ -----------------------------------
Xxxxx X. Xxxx Xxxxx X. Xxxx
Title: Executive Vice President and CFO Title: Executive Vice President and CFO
Amendment No. 4
---------------
-19-
LENDERS
-------
THE CHASE MANHATTAN BANK THE CHASE MANHATTAN
as Lender and Administrative Agent BANK OF CANADA
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxxxxx Xxxx
---------------------------- -----------------------
Xxxxx Xxxxxxxx Name: Xxxxxxxxx Xxxx
Title: Managing Director Title: Vice President
By: /s/ Xxxxx Xxxx
-----------------------
Name: Xxxxx Xxxx
Title: Vice President
THE BANK OF NOVA SCOTIA THE BANK OF NOVA SCOTIA,
as Canadian Dollar Lender
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxx XxXxx
---------------------------- -----------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxx XxXxx
Title: Managing Director Title: Director
BHF (USA) CAPITAL CORPORATION FIRST UNION NATIONAL BANK
By: /s/ X.X. Xxxxxxxxxxx By: /s/ Xxxxx X.X. Xxxxxxxx
---------------------------- -----------------------
Name: X.X. Xxxxxxxxxxx Name: Xxxxx X.X. Xxxxxxxx
Title: Associate Title: Vice President
By: /s/ X. XxXxxxxxx
----------------------------
Name: X. XxXxxxxxx
Title: Vice President
BALANCED HIGH YIELD FUND I LTD., BALANCED HIGH YIELD FUND II LTD.,
By: BHF (USA) CAPITAL CORPORATION By: BHF (USA) CAPITAL CORPORATION
acting as Attorney-in-Fact acting as Attorney-in-Fact
By: /s/ X.X. Xxxxxxxxxxx By: /s/ X.X. Xxxxxxxxxxx
---------------------------- -----------------------
Name: X.X. Xxxxxxxxxxx Name: X.X. Xxxxxxxxxxx
Title: Associate Title: Associate
By: /s/ Xxxx X. XxXxxxxxx By: /s/ Xxxx X. XxXxxxxxx
---------------------------- -----------------------
Name: Xxxx X. XxXxxxxxx Name: Xxxx X. XxXxxxxxx
Title: Vice President Title: Vice President
Amendment No. 4
---------------
-20-
CIBC INC. CREDIT INDUSTRIEL
ET COMMERCIAL
By: /s/ Xxxxxxxxx Xxxx By: /s/ Xxxxx X'Xxxxx
---------------------------- -----------------------
Name: Xxxxxxxxx Xxxx Name: Xxxxx X'Xxxxx
Title: Executive Director Title: Vice President
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: First Vice President
WACHOVIA BANK, N.A. DG BANK DEUTSCHE
GENOSSENSCHAFTSBANK AG
By: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxx Xxxxx
---------------------------- -----------------------
Name: Xxxxxx X. Xxxxxxx, Xx. Name: Xxxxxx Xxxxx
Title: Vice President Title: Vice President
By: /s/ Xxxxx XxXxxxxx
-----------------------
Name: Xxxxx XxXxxxxx
Title: Vice President
XXXXXX BANK PLC., NATIONAL CITY BANK
NEW YORK BRANCH
By: /s/ Xxxxxxxx Xxxxxxxx By: /s/ Xxxx X. Xxxx
---------------------------- -----------------------
Name: Xxxxxxxx Xxxxxxxx Name: Xxxx X. Xxxx
Title: Vice President Title: Vice President
By: /s/ Xxx Xxxxxxx
----------------------------
Name: Xxx Xxxxxxx
Title: Vice President
Amendment No. 4
---------------
-21-
ERSTE BANK THE DAI-ICHI KANGYO
BANK, LIMITED
By: /s/ Xxxxxxx Xxxxxxxxxxx By: /s/ Xxxxxx Xxxxxxxx
-------------------------------- --------------------------
Name: Xxxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxxx
Title: Vice President Title: Vice President & Group
Leader
By: /s/ Xxxx X. Xxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxx
Title: First Vice President
BANK ONE, NA (MAIN OFFICE SEQUILS I, LTD.
CHICAGO) By: TCW Advisors, Inc. as its
f.k.a. The First National Bank of Chicago Collateral Manager
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxxxxx X. Ingull
-------------------------------- --------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxxxxx X. Ingull
Title: Assistant Vice President Title: Senior Vice President
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
DELANO COMPANY CAPTIVA IV FINANCE LTD.
By: Pacific Investment Management Company as advised by Pacific Investment
as its investment advisor Management Company
By: PIMCO Management Inc., a
general partner
By: _______________ By: _______________
Name: Name:
Title: Title:
TRIGON HEALTHCARE INC.
By: Pacific Investment Management Company
as its investment advisor, acting through The
Bank of New York in the Nominee Name
of Hare & Co.
By: PIMCO Management Inc., a general partner
By: _______________
Name:
Title:
Amendment No. 4
---------------
-22-
ARCHIMEDES FUNDING II, LTD. ING HIGH INCOME PRINCIPAL
By: ING Capital Advisors LLC PRESERVATION FUND HOLDINGS, LDC
as Collateral Manager By: ING Capital Advisors LLC,
as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
----------------------------- ---------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: Managing Director Title: Managing Director
ARCHIMEDES FUNDING, L.L.C.
By: ING Capital Advisors LLC
as Collateral Manager
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
XXXXXX XXXXXXX XXXX XXXXXX AVALON CAPITAL LTD.
PRIME INCOME TRUST By: INVESCO Senior Secured
Management as Portfolio Advisor
By: /s/ Xxxxxx X. Finnesty By: _______________
-----------------------------
Name: Xxxxxx X. Finnesty Name:
Title: Senior Vice President Title:
By: _______________
Name:
Title:
PILGRIM PRIME RATE TRUST XXX XXXXXX CLO I, LTD.
By: Pilgrim Investments, Inc. By: Xxx Xxxxxx Management Inc.
as its Investment Manager as Collateral Manager
By: _______________ By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Name: Xxxxxx X. Xxxxxx
Title: Title: Vice President
Amendment No. 4
---------------
-23-
SENIOR DEBT PORTFOLIO XXXXX XXXXX INSTITUTIONAL a
By: Boston Management and Research SENIOR LOAN FUND
as Investment Advisor By: Xxxxx Xxxxx Management,
as Investment Adviser
By: /s/ Payson X. Xxxxxxxxx By: /s/ Payson X. Xxxxxxxxx
------------------------------ --------------------------
Name: Payson X. Xxxxxxxxx Name: Payson X. Xxxxxxxxx
Title: Vice President Title: Vice President
XXXXX XXXXX SENIOR INCOME TRUST SRV - HIGHLAND, INC.
By: Xxxxx Xxxxx Management,
as Investment Adviser
By: /s/ Payson X. Xxxxxxxxx By: /s/ Xxxxx X. Xxxxxx
------------------------------ ----------------------------
Name: Payson X. Xxxxxxxxx Name: Xxxxx X. Xxxxxx
Title: Vice President Title: Vice President
SUNTRUST BANK
By: /s/ Xxx X. Xxxxxx
------------------------------
Name: Xxx X. Xxxxxx
Title: Vice President
By: _______________
Name:
Title:
ABN AMRO BANK, N.V. FIRSTAR BANK, N.A.
By: _______________ By: /s/ Xxxx X. Xxxxxxx
--------------------------
Name: Name: Xxxx X. Xxxxxxx
Title: Title: Vice President
By: _______________
Name:
Title:
Amendment No. 4
---------------
-24-
CYPRESSTREE INVESTMENT FUND, NORTH AMERICAN SENIOR FLOATING
LLC RATE FUND
By: Cypress Tree Investment Management By: Cypress Tree Investment
Company, Inc., Management Company, Inc.,
its Managing Member as Portfolio Manager
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx
----------------------------- -------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx
Title: Principal Title: Principal
CYPRESSTREE INVESTMENT MANAGEMENT CYPRESSTREE INSTITUTIONAL
COMPANY, INC. FUND, LLC
As: Attorney-in-Fact and on behalf of First By: CypressTree Investment
Allmerica Financial Life Insurance Management Company, Inc.,
Company as Portfolio Manager its Managing Member
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx
----------------------------- -------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx
Title: Principal Title: Principal
CYPRESSTREE INVESTMENT PARTNERS II LTD., CYPRESSTREE SENIOR FLOATING
RATE FUND
By: CypressTree Investment Management By: CypressTree Investment
Company, Inc., Management Company, Inc.,
as Portfolio Manager as Portfolio Manager
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx
----------------------------- -------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx
Title: Principal Title: Principal
Amendment Xx. 0
---------------
-00-
XXX XXXXXXXX XXX XXX CRESCENT-2 LLC
By: _______________ By: _______________
Name: Name:
Title: Title:
KZH CYPRESSTREE-1 LLC KZH ING-2 LLC
By: _______________ By: _______________
Name: Name:
Title: Title:
Amendment No. 4
---------------
EXHIBIT A-5
[Form of Term C Loan Note]
PROMISSORY NOTE
(Term C Loans)
U.S. $_______________ ___________, 0000
Xxx Xxxx, Xxx Xxxx
FOR VALUE RECEIVED, POLYMER GROUP, INC., a corporation duly organized
and validly existing under the laws of the State of Delaware (the "Maker"),
-----
hereby promises to pay to __________________ (the "Lender") [or registered
------
assigns]/1/, for account of its respective Applicable Lending Offices provided
for by the Credit Agreement referred to below, at the principal office of The
Chase Manhattan Bank at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, the principal
sum of _______________ U.S. Dollars (or such lesser amount as shall equal the
aggregate unpaid principal amount of the Term C Loans made by the Lender to the
Maker under the Credit Agreement), in lawful money of the United States of
America and in immediately available funds, on the dates and in the principal
amounts provided in the Credit Agreement, and to pay interest on the unpaid
principal amount of each such Term C Loan, at such office, in like money and
funds, for the period commencing on the date of such Term C Loan until such Term
C Loan shall be paid in full, at the rates per annum and on the dates provided
in the Credit Agreement.
[This Note and the Loans evidenced hereby may be transferred in whole
or in part only by registration of such transfer on the register maintained for
such purpose by or on behalf of PGI as provided by the Credit Agreement.]
The date, amount, Type, interest rate and duration of Interest Period
(if applicable) of each Term C Loan made by the Lender to the Maker, and each
payment made on account of the principal thereof, shall be recorded by the
Lender on its books and, prior to any transfer of this Note, endorsed by the
Lender on the schedule attached hereto or any continuation thereof (and the
Maker hereby authorizes the Lender to endorse such recording on the schedule
attached hereto), provided that the failure of the Lender to make any such
--------
recordation or endorsement shall not affect the obligations of the Maker to make
a payment when due of any amount owing under the Credit Agreement or hereunder
in respect of the Term C Loans made by the Lender.
This Note is one of the Term C Loan Notes [(constituting a Registered
Note)] referred to in the Second Amended, Restated and Consolidated Credit
Agreement dated as of July 3, 1997 (as modified and supplemented and in effect
from time to time, the "Credit Agreement") between the Maker, the other
----------------
"Borrowers" named therein, the Domestic Non-
________________
/1/ Bracketed language to be inserted into Registered Notes
Term C Loan Note
----------------
-2-
Borrower Guarantors named therein, the lenders named therein (including the
Lender), and The Chase Manhattan Bank, as Administrative Agent, and evidences
Term C Loans made by the Lender to the Maker thereunder. Terms used but not
defined in this Note have the respective meanings assigned to them in the Credit
Agreement.
The Credit Agreement provides for the acceleration of the maturity of
this Note upon the occurrence of certain events and for prepayments of Loans
upon the terms and conditions specified therein.
Except as permitted by Section 12.06(b) of the Credit Agreement, this
Note may not be assigned by the Lender to any other Person.
This Note shall be governed by, and construed in accordance with, the
law of the State of New York.
The Maker hereby waives presentment, demand, notice of protest or
notice of any other kind with respect to this Note.
POLYMER GROUP, INC.
By_______________________
Name:
Title:
Term C Loan Note
----------------
-3-
SCHEDULE OF TERM C LOANS
This Note evidences Term C Loans made to the Maker, or Continued or
Converted, under the within-described Credit Agreement, on the dates, in the
principal amounts, of the Types, bearing interest at the rates and having
Interest Periods (if applicable) of the durations set forth below, subject to
the payments, Continuations, Conversions and prepayments of principal set forth
below:
Amount
Date Prin- Paid,
Made, cipal Duration Prepaid, Unpaid
Continued Amount Type of Continued Prin-
or of of Interest Interest or cipal Notation
Converted Loan Loan Rate Period Converted Amount Made by
--------- ---- ---- -------- ------ --------- ------ -------
Term C Loan Note
----------------
