Exhibit 10.34
AMENDMENT NO. 3 TO MANAGEMENT AGREEMENT
THIS AMENDMENT, dated as of May 15, 1996, is by and between PGI
Polymer Inc., a Delaware corporation formerly known as Polymer Group, Inc. (the
"Company"), FiberTech Group, Inc., a Delaware corporation ("FiberTech"), Golder,
Thoma, Xxxxxxx Fund III Limited Partnership, an Illinois limited partnership, as
successor in interest to ZBG Partners, and Xxxxx Xxxxxx (the "Executive").
WHEREAS, the parties hereto are parties to a Management Agreement
dated as of October 21, 1992, as subsequently amended as of June 24, 1994 and
March 15, 1995 (the "Management Agreement");
WHEREAS, pursuant to an Exchange Agreement dated as of June 29, 1994
(the "Exchange Agreement"), the Executive exchanged certain shares of capital
stock of the Company for shares of capital stock of Polymer Group, Inc., a
Delaware corporation ("New PGI");
WHEREAS, New PGI is contemporaneously with the execution hereof
consummating an initial public offering of its common stock; and
WHEREAS, the parties hereto desire to amend certain provisions of the
Management Agreement as set forth herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Vesting. Notwithstanding anything to the contrary contained in
the Management Agreement, all Executive Stock shall be Vested Stock as of the
date hereof.
2. Amendments.
(i) The following definition set forth in Section 1 of the Management
Agreement is hereby amended in its entirety to read as follows:
"Credit Agreement" means the Amended and Restated Credit Agreement
dated as of May 15, 1996 among Polymer Group, Inc. and its subsidiaries and
the Chase Manhattan Bank, N.A. and certain other lenders, as the same may
be amended, modified or amended and restated from time to time.
(ii) The definitions of "Vested Stock" and "Unvested Stock" set forth
in Section 1 of the Management Agreement are hereby deleted in their entirety.
(iii) Paragraphs (e) and (f) of Section 2 and any definitions which
are not used
outstide of such paragraphs are hereby deleted in their entirety.
(iv) Sections 3, 4 and 6 of the Management Agreement and any
definitions which are not used outstide of such sections are hereby deleted in
their entirety.
3. Counterparts. This Amendment may be executed in counterparts each
of which may contain the signature of only one party but each such counterpart
shall be deemed an original and all such counterparts taken together shall
constitute one and the same Amendment.
4. Effect of Amendment. The Management Agreement, as previously
amended and otherwise as in effect immediately prior to this Amendment,
continues in full force and effect in accordance with the original terms
thereof, except and to the extent amended hereby. All references in the
Management Agreement shall, from and after the effective date of this Amendment,
refer to the Management Agreement as amended hereby.
5. Definitions. All capitalized terms used in this Amendment and not
otherwise defined herein shall have the meanings given to such terms in the
Management Agreement.
6. Governing Law. All questions concerning the construction,
validity and interpretation of this Amendment will be governed by the internal
law, and not the law of conflicts, of the State of Delaware.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 3 to Management Agreement as of the date first above written.
POLYMER GROUP, INC.
By: /s/ Xxxxx X. Xxxx
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Its: Executive Vice President, Treasurer and
Secretary
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FIBERTECH GROUP, INC.
By: /s/ Xxxxx X. Xxxx
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Its: Executive Vice President, Treasurer and
Secretary
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GOLDER, THOMA, XXXXXXX FUND III
LIMITED PARTNERSHIP
By: Golder, Thoma, Xxxxxxx &
Xxxxxx, X.X.
Its: General Partner
By: /s/ Xxxxx X. Xxxxxx
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Its: General Partner
/s/ Xxxxx Xxxxxx
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XXXXX XXXXXX
