Exhibit 4.22
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT, dated as of February 7, 2002
(this "Agreement"), is entered into by and between AIP/CGI Inc., a Delaware
corporation ("AIP"), and Consoltex Holdings, Inc., a Delaware corporation
and a wholly-owned subsidiary of AIP ("Holdings").
WHEREAS, AIP and Holdings entered into agreements by and
among Consoltex Inc. ("Consoltex"), Consoltex (USA) Inc. ("Consoltex USA")
and Consenting Noteholders (as defined therein), dated December 11, 2001
(the "Lock-Up Agreements");
WHEREAS, Consoltex and Consoltex USA (together, the
"Issuers") have offered to exchange their 11% Series B Senior Subordinated
Notes due 2003 (the "Existing Notes") for their 11% Senior Subordinated
Pay-in-Kind Notes due 2009 (the "New Notes") or for their New Notes and a
cash payment to the holders of the Existing Notes (the "Exchange Offer");
WHEREAS, pursuant to the Lock-Up Agreements, AIP agreed
to contribute its Existing Notes to Holdings and Holdings agreed to
contribute such Existing Notes to the Issuers in the terms set forth in the
Lock-Up Agreements, if the Exchange Offer and the Consent Solicitation (as
defined in the Lock-Up Agreement) are consummated;
WHEREAS, AIP holds $13,088,352.41 of Holdings' 10.5% PIK
Debentures due 2003 (the "PIK Debentures"); and
WHEREAS, AIP desires to contribute the PIK Debentures to
Holdings.
NOW THEREFORE, the parties hereto agree as follows:
1. AIP Contribution. Promptly following the consummation
of the Exchange Offer, AIP shall make a capital contribution to
Holdings of the $34,650,000 aggregate principal amount of Existing
Notes (the "Contributed Notes") then beneficially owned by AIP
(the "Contribution"). Promptly following the Contribution, AIP
shall make a capital contribution to Holdings of the
$13,088,352.41 aggregate principal amount of PIK Debentures then
beneficially owned by AIP.
2. Holdings Contribution. Following the foregoing
Contribution, Holdings shall (i) make a capital contribution of
$18,769,000 aggregate principal amount of the Contributed Notes to
Consoltex USA and (ii) contribute $15,881,000 aggregate principal
amount of the Contributed Notes to Consoltex in exchange for
additional shares of Consoltex's common stock.
3. Governing Law. This Agreement shall be governed under
the laws of the State of Delaware, without giving effect to the
conflict of law principals thereof.
4. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the
same agreement.
[signature page follows]
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed as of the day and year first above written.
AIP/CGI, INC.,
a Delaware corporation
By: /s/Xxx X. Xxxxxx
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Name: Xxx X. Xxxxxx
Title: Secretary and Assistant
Treasurer
CONSOLTEX HOLDINGS, INC.,
a Delaware corporation
By: /s/ Ales Xx Xxxxx
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Name: Xxxx Xx Xxxxx
Title: Executive Vice-President,
Finance and Taxation
