<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 10-Q
----------------
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended July 3, 1999
Commission file number 1-14330
POLYMER GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 57-1003983
(State or other jurisdiction of (I.R.S. Employer Indentification No.)
incorporation or organization)
4838 Jenkins Avenue 29405
North Charleston, South Carolina
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (843) 566-7293
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such reports), and (2) has been subject to the
filing requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
On August 13, 1999 there were 32,000,000 Common Shares, $.01 par value
outstanding.
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<PAGE>
POLYMER GROUP, INC.
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I. Financial Information............................................. 3
Item 1. Financial Statements.......................................... . 3
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................. 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk.... . 16
Part II. Other Information.............................................. . 17
Signatures................................................................ 18
Exhibit Index............................................................. 19
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item I. Financial Statements
POLYMER GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share Data)
<TABLE>
<CAPTION>
July 3, January 2,
ASSETS 1999 1999
------ ----------- ----------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and equivalents................................. $ 38,482 $ 58,308
Marketable securities................................ 463 --
Accounts receivable, net............................. 137,711 103,958
Inventories.......................................... 104,172 98,820
Other................................................ 36,197 49,645
---------- ----------
Total current assets............................... 317,025 310,731
Property, plant and equipment, net..................... 739,276 685,009
Intangibles and loan acquisition costs, net............ 251,271 253,094
Other.................................................. 38,959 34,133
---------- ----------
Total assets....................................... $1,346,531 $1,282,967
========== ==========
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
Current liabilities:
Accounts payable, accrued liabilities and other...... $ 124,841 $ 95,205
Current portion of long-term debt.................... 5,084 3,070
---------- ----------
Total current liabilities.......................... 129,925 98,275
---------- ----------
Long-term debt, less current portion................... 899,757 863,429
Deferred income taxes.................................. 71,106 82,876
Other non-current liabilities.......................... 21,563 18,262
Shareholders' equity:
Series preferred stock--$.01 par value, 10,000,000
shares authorized, 0 shares issued and outstanding.. -- --
Common stock--$.01 par value, 100,000,000 shares
authorized, 32,000,000 shares issued and
outstanding......................................... 320 320
Non-voting common stock--$.01 par value, 3,000,000
shares authorized, 0 shares issued and outstanding.. -- --
Additional paid-in capital........................... 243,662 243,662
(Deficit)............................................ (5,174) (19,651)
Accumulated other comprehensive (loss)............... (14,628) (4,206)
---------- ----------
224,180 220,125
---------- ----------
Total liabilities and shareholders' equity......... $1,346,531 $1,282,967
========== ==========
</TABLE>
See accompanying notes.
3
<PAGE>
POLYMER GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
Three Months
Ended Six Months Ended
------------------ ------------------
July 3, July 4, July 3, July 4,
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales............................... $223,819 $206,111 $433,966 $399,447
Cost of goods sold...................... 161,899 154,227 318,778 301,285
-------- -------- -------- --------
Gross profit............................ 61,920 51,884 115,188 98,162
Selling, general and administrative
expenses............................... 30,845 24,329 57,913 50,354
-------- -------- -------- --------
Operating income........................ 31,075 27,555 57,275 47,808
Other (income) expense:
Interest expense, net................. 18,240 17,194 35,790 33,174
Investment income--(gain) on
marketable securities, net........... (1,567) -- (2,942) --
Foreign currency and other............ 647 486 1,306 1,162
-------- -------- -------- --------
17,320 17,680 34,154 34,336
-------- -------- -------- --------
Income before income taxes and
extraordinary item..................... 13,755 9,875 23,121 13,472
Income taxes............................ 5,110 3,635 8,644 4,937
-------- -------- -------- --------
Income before extraordinary item........ 8,645 6,240 14,477 8,535
Extraordinary item, (loss) from
extinguishment of debt................. -- -- -- (2,728)
-------- -------- -------- --------
Net income........................ $ 8,645 $ 6,240 $ 14,477 $ 5,807
======== ======== ======== ========
Net income per common share:
Basic and diluted:
Average common shares outstanding... 32,000 32,000 32,000 32,000
Income before extraordinary item.... $ 0.27 $ 0.20 $ 0.45 $ 0.27
Extraordinary item, (loss) from
extinguishment of debt............. -- -- -- (0.09)
-------- -------- -------- --------
Net income per common share--basic
and diluted...................... $ 0.27 $ 0.20 $ 0.45 $ 0.18
======== ======== ======== ========
</TABLE>
See accompanying notes.
4
<PAGE>
POLYMER GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In Thousands)
<TABLE>
<CAPTION>
Six Months Ended
-------------------
July 3, July 4,
1999 1998
-------- ---------
<S> <C> <C>
Operating activities
Net income.............................................. $ 14,477 $ 5,807
Adjustments to reconcile net income to net cash provided
by operating activities:
Extraordinary item.................................... -- 2,728
Depreciation and amortization expense................. 31,938 30,385
Change in marketable securities classified as trading. (463) --
Foreign currency transaction losses, net.............. 1,306 1,162
Changes in operating assets and liabilities, net of
effects of business acquisition:
Accounts receivable................................... (27,510) (5,452)
Inventories........................................... (2,093) (5,226)
Accounts payable and other............................ 19,313 8,573
-------- ---------
Net cash provided by operating activities........... 36,968 37,977
-------- ---------
Investing activities
Purchases of property, plant and equipment.............. (73,875) (39,934)
Purchases of marketable securities classified as
available for sale..................................... -- (7,533)
Proceeds from sales of marketable securities classified
as available for sale.................................. -- 7,299
Proceeds from sale of assets, net of canceled
subordinated advance................................... -- 323,524
Minority interest....................................... -- (54,730)
Other, including business acquisition................... (19,075) (53,493)
-------- ---------
Net cash (used in) provided by investing activities. (92,950) 175,133
-------- ---------
Financing activities
Proceeds from debt...................................... 99,396 595,586
Payment of debt......................................... (68,450) (781,356)
Loan acquisition costs, net............................. (2,857) (10,029)
-------- ---------
Net cash provided by (used in) financing activities. 28,089 (195,799)
-------- ---------
Effect of exchange rate changes on cash................... 8,067 (508)
-------- ---------
Net (decrease) increase in cash and equivalents........... (19,826) 16,803
Cash and equivalents at beginning of period............... 58,308 50,190
-------- ---------
Cash and equivalents at end of period..................... $ 38,482 $ 66,993
======== =========
</TABLE>
See accompanying notes.
5
<PAGE>
POLYMER GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Description of Business and Basis of Presentation
Polymer Group, Inc. (the "Company"), a global manufacturer and marketer of
nonwoven and oriented polyolefin products, operates in four business segments
which include hygiene, medical, wiping and industrial and specialty products.
The accompanying unaudited consolidated financial statements of the Company
have been prepared in accordance with generally accepted accounting principles
for interim financial information. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. The Condensed Consolidated Balance Sheet as
of January 2, 1999 contains summarized information; as a result, such data
does not include the same detail provided in the 1998 annual report. In the
opinion of management, these unaudited consolidated financial statements
contain all adjustments of a normal recurring nature necessary for a fair
presentation. Operating results for the three months and six months ended July
3, 1999, are not necessarily indicative of the results that may be expected
for fiscal 1999. Certain amounts previously presented in the consolidated
financial statements for prior periods have been reclassified to conform to
current classification. The preparation of financial statements in accordance
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Note 2. Inventories
Inventories are stated at the lower of cost or market using the first-in,
first-out method of accounting and consist of the following (in thousands):
<TABLE>
<CAPTION>
July 3, January 2,
1999 1999
----------- ----------
(Unaudited)
<S> <C> <C>
Inventories:
Finished goods.................................. $ 56,812 $51,595
Work in process and stores and maintenance
parts.......................................... 13,977 12,126
Raw materials................................... 33,383 35,099
-------- -------
Total......................................... $104,172 $98,820
======== =======
</TABLE>
Note 3. Net Income Per Share
The Company discloses earnings per share in accordance with SFAS No. 128,
"Earnings Per Share." Unlike primary earnings per share, basic earnings per
share excludes any dilutive effects of options, warrants and convertible
securities. Diluted earnings per share is very similar to the previously
reported fully diluted earnings per share. The numerator for both basic and
diluted earnings per share is net income applicable to common stock. The
denominator for both basic and diluted earnings per share is average common
shares outstanding.
Note 4. New Accounting Standards
In 1998, the Financial Accounting Standards Board issued Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("FAS 133")
which is effective for fiscal years beginning after June 15, 2000. FAS 133
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the
6
<PAGE>
POLYMER GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
statement of financial position and measure those instruments at fair value.
FAS 133 requires disclosure based on the type of hedge and the type of market
risk that is being hedged. Currently, the Company does not anticipate FAS 133
to have a material financial or operational impact on the Company.
In April 1998, the American Institute of Certified Accountants issued
Statement of Position 98-5, "Reporting the Costs of Start-Up Activities"
("SOP"). The SOP was effective beginning on January 1, 1999, and required that
start-up/organization costs capitalized prior to January 1, 1999 be written-
off and any future start-up costs be expensed as incurred. During the fourth
quarter of 1998, the Company elected early adoption and wrote-off the net book
value of start-up costs as a cumulative effect of an accounting change, as
permitted by the SOP.
Note 5. Selected Financial Data of Guarantors
Payment of the Company's senior notes is guaranteed jointly and severally
on a senior subordinated basis by certain of the Company's subsidiaries.
Management has determined that separate complete financial statements of the
guarantors are not material to users of the financial statements. The
following sets forth selected financial data of the guarantor and non-
guarantor subsidiaries (in thousands):
Condensed Consolidating Selected Balance Sheet Financial Data As of July 3,
1999
<TABLE>
<CAPTION>
Combined
Combined Non-
Guarantor Guarantor The Reclassifications
Subsidiaries Subsidiaries Company and Eliminations Consolidated
------------ ------------ ---------- ----------------- ------------
<S> <C> <C> <C> <C> <C>
Working capital......... $ 69,188 $ 87,334 $ 6,193 $ 24,385 $ 187,100
Total assets............ 2,054,900 575,577 1,054,090 (2,338,036) 1,346,531
Total debt.............. 5,688 42,458 856,695 -- 904,841
Shareholders' equity.... 1,065,107 284,177 153,967 (1,279,071) 224,180
</TABLE>
Condensed Consolidating Selected Balance Sheet Financial Data As of January 2,
1999
<TABLE>
<CAPTION>
Combined
Combined Non-
Guarantor Guarantor The Reclassifications
Subsidiaries Subsidiaries Company and Eliminations Consolidated
------------ ------------ ---------- ----------------- ------------
<S> <C> <C> <C> <C> <C>
Working capital......... $ 94,702 $102,412 $ 14,272 $ 1,070 $ 212,456
Total assets............ 2,034,836 520,822 1,037,890 (2,310,581) 1,282,967
Total debt.............. 5,741 34,247 826,511 -- 866,499
Shareholders' equity.... 1,084,281 235,106 169,917 (1,269,179) 220,125
</TABLE>
7
<PAGE>
POLYMER GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Condensed Consolidating Statement of Operations Selected Financial Data
For the Six Months Ended July 3, 1999
<TABLE>
<CAPTION>
Combined
Combined Non-
Guarantor Guarantor The Reclassifications
Subsidiaries Subsidiaries Company and Eliminations Consolidated
------------ ------------ -------- ----------------- ------------
<S> <C> <C> <C> <C> <C>
Net sales............... $278,145 $165,633 $ -- $ (9,812) $433,966
Operating income........ 32,655 23,537 1,083 -- 57,275
Income (loss) before
income taxes and
extraordinary item..... 29,216 16,899 (22,994) -- 23,121
Income taxes............ 4,877 2,991 776 -- 8,644
Income (loss) before
extraordinary item..... 24,339 13,908 (23,770) -- 14,477
Equity in earnings of
subsidiaries........... -- -- 38,247 (38,247) --
Net income.............. 24,339 13,908 14,477 (38,247) 14,477
</TABLE>
Condensed Consolidating Statement of Operations Selected Financial Data
For the Six Months Ended July 4, 1998
<TABLE>
<CAPTION>
Combined
Combined Non-
Guarantor Guarantor The Reclassifications
Subsidiaries Subsidiaries Company and Eliminations Consolidated
------------ ------------ ------- ----------------- ------------
<S> <C> <C> <C> <C> <C>
Net sales............... $252,281 $155,015 $ -- $ (7,849) $399,447
Operating income........ 27,317 15,458 4,889 144 47,808
Income (loss) before
income taxes and
extraordinary item..... 10,453 10,529 (8,152) 642 13,472
Income taxes (benefit).. 3,363 3,333 (1,743) (16) 4,937
Income (loss) before
extraordinary item..... 7,090 7,196 (6,409) 658 8,535
Extraordinary item...... -- (2,728) -- -- (2,728)
Equity in earnings of
subsidiaries........... -- -- 11,558 (11,558) --
Net income.............. 7,090 4,468 5,149 (10,900) 5,807
</TABLE>
Note 6. Comprehensive Income
The Company reports comprehensive income in accordance with SFAS No. 130,
"Reporting Comprehensive Income" ("FAS 130"). FAS 130 requires unrealized
gains or losses on the Company's available-for-sale securities and foreign
currency translation adjustments to be included in other comprehensive income.
The Company's comprehensive income, net of the related tax benefit,
approximated $9.0 million and $8.7 million for the three months ended July 3,
1999 and July 4, 1998, respectively. Year to date comprehensive income, net of
the related tax benefit, approximated $4.1 million in 1999 and $1.8 million in
1998.
8
<PAGE>
POLYMER GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Note 7. Segment Information
The Company reports segment information in accordance with SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information" ("FAS
131"). Operating segments are defined as components of an enterprise about
which separate financial information is available that is evaluated regularly
by the chief operating decision maker in deciding how to allocate resources
and assessing performance. The Company defines operating segments around
market sectors. Two primary customers each account for greater than 10% of the
Company's sales. Sales to The Procter & Gamble Company are reported primarily
within the hygiene segment. Sales to Johnson & Johnson are reported primarily
in the hygiene and medical segments. The loss of these sales would have a
material adverse effect on these segments. Generally, the Company's products
can be manufactured on more than one type of asset. Accordingly, certain costs
and assets attributed to each segment of the business were determined on an
allocation basis. Production times have a similar relationship to net sales,
thus the Company believes a reasonable basis for allocating certain costs is
the percent of net sales method. Segment assets have not changed materially
from the amounts reported in the 1998 annual report; therefore, the Company
has elected not to disclose segment assets for interim reporting, as permitted
by FAS 131. Financial data by segments follows (in thousands):
<TABLE>
<CAPTION>
Three Months
Ended Six Months Ended
----------------- -----------------
July 3, July 4, July 3, July 4,
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales to unaffiliated
customers:
Hygiene.......................... $ 78,354 $ 79,442 $156,675 $159,615
Medical.......................... 27,089 23,122 51,715 45,949
Wipes............................ 35,648 25,911 70,064 52,171
Industrial and specialty......... 82,728 77,636 155,512 141,712
-------- -------- -------- --------
$223,819 $206,111 $433,966 $399,447
======== ======== ======== ========
Operating income:
Hygiene.......................... $ 15,387 $ 11,292 $ 29,046 $ 18,932
Medical.......................... 5,258 3,936 9,436 7,273
Wipes............................ 5,831 4,096 9,495 8,081
Industrial and specialty......... 4,599 8,231 9,298 13,522
-------- -------- -------- --------
$ 31,075 $ 27,555 $ 57,275 $ 47,808
======== ======== ======== ========
</TABLE>
A reconciliation of operating income shown above to income before income
taxes and extraordinary item shown in the Consolidated Statements of
Operations follows (in thousands):
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
---------------- ----------------
July 3, July 4, July 3, July 4,
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
Operating income....................... $31,075 $27,555 $57,275 $47,808
Interest expense, net.................. 18,240 17,194 35,790 33,174
Investment income-(gain) on marketable
securities, net....................... (1,567) -- (2,942) --
Foreign currency and other............. 647 486 1,306 1,162
------- ------- ------- -------
Income before income taxes and
extraordinary item.................. $13,755 $ 9,875 $23,121 $13,472
======= ======= ======= =======
</TABLE>
9
<PAGE>
Note 8. Debt
On April 9, 1999, the Company amended its credit facility to add an
additional term loan in the amount of $50.0 million. The amendment also
modified certain covenants, including an increase to the permitted leverage
ratios. The Company borrowed the entire amount of the additional term loan
which was used to reduce amounts outstanding under the revolving portion of
the credit facility.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of the Company's
consolidated results of operations and financial condition. The discussion
should be read in conjunction with the consolidated financial statements and
notes thereto contained in Part I of this report on Form 10-Q and with the
Company's Annual Report on Form 10-K for the fiscal year ended January 2,
1999.
Results of Operations
The following table sets forth the percentage relationships to net sales of
certain income statement items.
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
--------------- ---------------
July 3, July 4, July 3, July 4,
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net sales:
Hygiene................................ 35.0% 38.5% 36.1% 40.0%
Medical................................ 12.1 11.2 11.9 11.5
Wiping................................. 15.9 12.6 16.2 13.0
Industrial and specialty............... 37.0 37.7 35.8 35.5
----- ----- ----- -----
100.0 100.0 100.0 100.0
Cost of goods sold:
Material............................... 37.4 42.1 38.1 42.3
Labor.................................. 8.9 8.4 8.6 8.4
Overhead............................... 26.0 24.3 26.8 24.7
----- ----- ----- -----
72.3 74.8 73.5 75.4
----- ----- ----- -----
Gross profit........................... 27.7 25.2 26.5 24.6
Selling, general and administrative
expenses................................ 13.8 11.8 13.3 12.6
----- ----- ----- -----
Operating income......................... 13.9 13.4 13.2 12.0
Other (income) expense:
Interest expense, net.................. 8.1 8.3 8.3 8.3
Investment income--(gain) on marketable
securities, net....................... (0.7) -- (0.7) --
Foreign currency and other............. 0.3 0.2 0.3 0.3
----- ----- ----- -----
7.7 8.5 7.9 8.6
Income before income taxes and
extraordinary item...................... 6.2 4.9 5.3 3.4
Income taxes............................. 2.3 1.8 2.0 1.2
----- ----- ----- -----
Income before extraordinary item......... 3.9 3.1 3.3 2.2
Extraordinary item, (loss) from
extinguishment of debt.................. -- -- -- (0.7)
----- ----- ----- -----
Net income............................... 3.9% 3.1% 3.3% 1.5%
===== ===== ===== =====
</TABLE>
10
<PAGE>
Comparison of Three Months Ended July 3, 1999 and July 4, 1998
The following table sets forth components of the Company's net sales and
operating income by segment for the three months ended July 3, 1999 and the
corresponding increase/(decrease) over the comparable period in 1998:
<TABLE>
<CAPTION>
Three Months
Ended
----------------- %
July 3, July 4, Increase/ Increase/
1999 1998 (Decrease) (Decrease)
-------- -------- ---------- ----------
(Dollars in Thousands, Except Percent
Data)
<S> <C> <C> <C> <C>
Net sales:
Hygiene......................... $ 78,354 $ 79,442 $(1,088) (1.4)%
Medical......................... 27,089 23,122 3,967 17.2
Wiping.......................... 35,648 25,911 9,737 37.6
Industrial and specialty........ 82,728 77,636 5,092 6.6
-------- -------- -------
$223,819 $206,111 $17,708 8.6%
======== ======== =======
Operating income:
Hygiene......................... $ 15,387 $ 11,292 $ 4,095 36.3%
Medical......................... 5,258 3,936 1,322 33.6
Wiping.......................... 5,831 4,096 1,735 42.4
Industrial and specialty........ 4,599 8,231 (3,632) (44.1)
-------- -------- -------
$ 31,075 $ 27,555 $ 3,520 12.8%
======== ======== =======
</TABLE>
Net Sales
The increase in net sales of 8.6% for the second quarter of 1999 over the
second quarter of 1998 was due primarily to organic growth.
Hygiene sales decreased 1.4% quarter over quarter as a result of mechanical
modifications to certain production lines, including the conversion of two
existing lines to be APEX(TM) capable, and the replacement of certain low
margin products with high margin products. Medical sales increased 17.2%
quarter over quarter as a result of new products and increased demand from
several leading customers. Wipes sales increased 37.6% quarter over quarter
due to the release of new products and new programs introduced by leading
customers. Industrial and specialty sales increased 6.6%, despite a weak farm
economy, as a result of organic growth within non-agricultural product lines.
Operating Income
The increase in operating income of 12.8% for the second quarter of 1999
over the second quarter of 1998 was due to increased sales from both existing
and new products and lower raw material costs as a percentage of sales due to
both a richer product mix and lower purchase prices for materials. As a
percentage of sales, labor costs remained constant. There were increases in
both overhead costs and selling, general and administrative costs associated
with the development and introduction of new products.
Hygiene operating income increased 36.3% quarter over quarter as a result
of a better product mix which included new higher margin products. Medical
operating income increased 33.6% quarter over quarter as a result of increased
sales. Wiping operating income increased 42.4% quarter over quarter as a
result of new product introductions. Industrial and specialty operating income
decreased 44.1% quarter over quarter, despite increased sales, as a result of
incremental costs associated with new manufacturing programs and increased
research and development stemming from new products. In addition, certain
agricultural products within the industrial and specialty segment were
negatively impacted by the weak farm economy.
11
<PAGE>
Other
Interest expense increased $1.0 million, from $17.2 million in the second
quarter of 1998 to $18.2 million in the second quarter of 1999. Interest
expense as a percentage of net sales remained constant quarter over quarter.
The increase in interest expense is principally due to a higher average amount
of indebtedness outstanding.
During the second quarter of 1999 the Company recognized a gain on
marketable securities, classified as trading, of $1.6 million.
Net foreign currency transaction losses were approximately $0.6 million
during the second quarter of 1999 and $0.5 million during the second quarter
of 1998.
The Company provided for income taxes of approximately $5.1 million for the
three months ended July 3, 1999, representing an effective tax rate of 37.2%.
The provision for income taxes at the Company's effective rate differed from
the provision for income taxes at the statutory rate due primarily to higher
tax rates in foreign jurisdictions. The Company provided for income taxes of
$3.6 million during the second quarter of 1998, representing an effective tax
rate of 36.8%.
Net Income
Income increased $2.4 million from $6.2 million, or $0.20 per share, during
the second quarter of 1998 to $8.6 million, or $0.27 per share, during the
second quarter of 1999.
Comparison of Six Months Ended July 3, 1999 and July 4, 1998
The following table sets forth components of the Company's net sales and
operating income by segment for the six months ended July 3, 1999 and the
corresponding increase/(decrease) over the comparable period in 1998:
<TABLE>
<CAPTION>
Six Months Ended
----------------- %
July 3, July 4, Increase/ Increase/
1999 1998 (Decrease) (Decrease)
-------- -------- ---------- ----------
(Dollars in Thousands, Except Percent
Data)
<S> <C> <C> <C> <C>
Net sales:
Hygiene......................... $156,675 $159,615 $(2,940) (1.8)%
Medical......................... 51,715 45,949 5,766 12.5
Wiping.......................... 70,064 52,171 17,893 34.3
Industrial and specialty........ 155,512 141,712 13,800 9.7
-------- -------- -------
$433,966 $399,447 $34,519 8.6%
======== ======== =======
Operating income:
Hygiene......................... $ 29,046 $ 18,932 $10,114 53.4%
Medical......................... 9,436 7,273 2,163 29.7
Wiping.......................... 9,495 8,081 1,414 17.5
Industrial and specialty........ 9,298 13,522 (4,224) (31.2)
-------- -------- -------
$ 57,275 $ 47,808 $ 9,467 19.8%
======== ======== =======
</TABLE>
Net Sales
The increase in net sales of 8.6% for the six months ended July 3, 1999
over the same period in 1998 was due primarily to organic growth.
12
<PAGE>
Hygiene sales decreased 1.8% year over year as a result of mechanical
modifications to certain production lines, including the conversion of two
existing lines to be APEX(TM) capable, and the replacement of certain low
margin products with high margin products. Medical sales increased 12.5% year
over year as a result of new products and increased demand from several
leading customers. Wipes sales increased 34.3% year over year due to the
release of new products and new programs introduced by leading customers.
Industrial and specialty sales increased 9.7%, despite a weak farm economy, as
a result of organic growth within non-agricultural product lines.
Operating Income
The increase in operating income of 19.8% for the six months ended July 3,
1999 over the same period in 1998 was due to increased sales from both
existing and new products and lower raw material costs as a percentage of
sales due to both a richer product mix and lower purchase prices for
materials. As a percentage of sales, labor costs remained constant. There were
increases in both overhead costs and selling, general and administrative costs
associated with the development and introduction of new products.
Hygiene operating income increased 53.4% year over year as a result of a
better product mix which included new higher margin products. Medical
operating income increased 29.7% year over year as a result of increased
sales. Wiping operating income increased 17.5% year over year, as a result of
new product introductions. Industrial and specialty operating income decreased
31.2% year over year, despite higher sales, as a result of incremental costs
associated with new manufacturing programs and increased research and
development costs stemming from new products. In addition, certain
agricultural products within the industrial and specialty segment were
negatively impacted by the weak farm economy.
Other
Interest expense increased $2.6 million, from $33.2 million in the first
half of 1998 to $35.8 million in the first half of 1999. Interest expense as a
percentage of net sales remained constant year over year. The increase in
interest expense is principally due to a higher average amount of indebtedness
outstanding.
During the first half of 1999 the Company recognized a gain on marketable
securities, classified as trading, of $2.9 million.
Net foreign currency transaction losses were approximately $1.3 million
during the first half of 1999 and $1.2 million during the first half of 1998.
The Company provided for income taxes of approximately $8.6 million for the
six months ended July 3, 1999, representing an effective tax rate of 37.4%.
The provision for income taxes at the Company's effective rate differed from
the provision for income taxes at the statutory rate due primarily to higher
tax rates in foreign jurisdictions. The Company provided for income taxes of
$4.9 million during the first half of 1998, representing an effective tax rate
of 36.6%.
Income Before Extraordinary Item
Income before extraordinary item increased $5.9 million from $8.5 million,
or $0.27 per share, during the first half of 1998 to $14.5 million, or $0.45
per share, during the first half of 1999.
Extraordinary Item
The Company recorded one-time charges of $2.7 million for the write-off of
previously capitalized deferred financing costs during the first quarter of
1998.
13
<PAGE>
Liquidity and Capital Resources
<TABLE>
<CAPTION>
January
July 3, 2,
1999 1999
---------- ---------
(In Thousands)
<S> <C> <C>
Balance sheet data:
Cash and equivalents and marketable securities.. $ 38,945 $ 58,308
Working capital................................. 187,100 212,456
Total assets.................................... 1,346,531 1,282,967
Debt (including current portion)................ 904,841 866,499
Shareholders' equity............................ 224,180 220,125
<CAPTION>
Six Months Ended
---------------------
July 3, July 4,
1999 1998
---------- ---------
(In Thousands)
<S> <C> <C>
Cash flow data:
Net cash provided by operating activities....... $ 36,968 $ 37,977
Net cash (used in) provided by investing
activities..................................... (92,950) 175,133
Net cash provided by (used in) financing
activities..................................... 28,089 (195,799)
</TABLE>
Operating Activities
During the first half of 1999 the Company's operations generated $37.0
million in cash. The Company's working capital and cash and equivalents and
marketable securities decreased as a result of increased capital expenditures.
Investing and Financing Activities
Capital expenditures for the first half of 1999 totaled $73.9 million,
related primarily to margin-enhancing projects. For the remainder of fiscal
1999, the Company expects capital expenditures to approximate $76.0 million.
On April 9, 1999, the Company amended its credit facility to add an
additional term loan in the amount of $50.0 million. The amendment also
modified certain covenants, including an increase to the permitted leverage
ratios. The Company borrowed the entire amount of the additional term loan
which was used to reduce amounts outstanding under the revolving portion of
the credit facility.
The Company believes that based on current levels of operations and
anticipated growth, its cash from operations, together with other available
sources of liquidity (including but not limited to borrowings under the credit
facility) will be adequate over the next several years to make required debt
payments, including interest thereon, to permit anticipated capital
expenditures and to fund the Company's working capital requirements. As of
July 3, 1999, the Company's availability under its credit facility, including
cash and equivalents and marketable securities, approximated $222.5 million.
Effect of Inflation
Inflation generally affects the Company by increasing the cost of labor,
equipment and new materials. The Company believes that inflation had no
material effect on the Company's business during the six months ended July 3,
1999.
14
<PAGE>
Foreign Currency
The Company's substantial foreign operations expose it to the risk of
exchange rate fluctuations. If foreign currency denominated revenues are
greater than costs, the translation of foreign currency denominated costs and
revenues into U.S. dollars will improve profitability when the foreign
currency strengthens against the U.S. dollar and will reduce profitability
when the foreign currency weakens.
Year 2000
The Company has commenced global initiatives to address the Year 2000
issue. The project encompasses a review of information systems, personal
computers, process systems and ancillary systems and communications with third
party suppliers, vendors and customers. The objective of the Year 2000 project
is to minimize the seriousness of any technical failures in order to reduce
the risk of a material impact on the operations and financial condition of the
Company. The following outlines, by key areas, the status of the Company's
Year 2000 project, any reasonably expected risks identified during this
process, costs and contingency plans.
Information Systems and Personal Computers
The majority of information systems and personal computers are Year 2000
ready. The information systems at certain facilities in Canada and Europe are
in the final phases of readiness with anticipated completion dates during the
third quarter of 1999. Year 2000 software "patches" are being tested at the
U.S. nonwovens facilities. We anticipate these software "patches" being
applied during the third quarter. In most cases, the Company has replaced, or
is in the process of replacing, older software with new programs and systems,
rather than modifying existing systems solely to become Year 2000 ready.
Although the timing of the system replacements is influenced by the Year 2000,
in most cases these systems would have been replaced in the normal course of
business. Management currently does not reasonably expect any risks material
to the operations and financial condition of the Company as a result of
information system and personal computer failures. Contingency plans are being
investigated for these systems, many of which are not critical.
Process Systems
The Company has been communicating with vendors and performing physical
tests of the process systems and is nearing the completion of the assessment.
The initial phase of the assessment revealed that certain systems are not Year
2000 ready. All non-compliant systems are being repaired or replaced. Most
process systems can be bypassed if necessary which would limit potential
Year 2000 problems. The results of this assessment, plans for the final phase,
and any necessary contingency plans will be disclosed at a later date.
Ancillary Systems
The assessment has revealed that the majority of ancillary systems are Year
2000 ready. All non-compliant systems are being upgraded to avoid potential
problems. The assessment has not revealed any material risks associated with
ancillary systems.
Third Party Compliance
The Company continues to learn and evaluate the compliance status of
vendors, suppliers and customers with whom we have a material relationship.
This process includes sending surveys to key suppliers; however, in most
cases, the responses have not been adequate in determining the readiness of
third parties. The Company could face a material financial risk if its
customers or suppliers are unable to complete critical Year 2000 readiness
efforts in a timely manner; however, the evaluation
15
<PAGE>
has not revealed any material risks to date associated with third parties. The
Company plans to have alternate suppliers available in the event a primary
supplier has a Year 2000 related production interruption.
Year 2000 Costs
Costs incurred to date have been approximately $0.9 million and currently
management does not expect future costs to exceed an additional $0.9 million.
Costs are being monitored and can be expected to fluctuate during the final
phases of the project; however, total costs are not expected to be material to
the financial results of the Company.
Euro Conversion
On January 1, 1999, member countries of the European Monetary Union (EMU)
began a three-year transition from their national currencies to a new common
currency, the "euro". Permanent rates of exchange between members' national
currency and the euro have been established and monetary, capital, foreign
exchange, and interbank markets have been converted to the euro. National
currencies will continue to exist as legal tender and may continue to be used
in commercial transactions. By January 2002, euro currency will be issued and
by July 2002, the respective national currencies will be withdrawn. The
Company has operations in three of the participating countries and has
successfully transitioned to using both the euro and local currencies for
commercial transactions. The Company continues to address the euro's impact on
information systems, currency exchange rate risk, taxation and pricing. Costs
of the euro conversion have not been material and management believes that
future costs of the euro conversion will not have a material impact on the
operations or the financial condition of the Company.
New Accounting Standards
See "Note 4 to the Consolidated Financial Statements"
Safe Harbor Statement under the Private Securities Litigation Act of 1995
Except for historical information contained herein, certain matters set
forth within Management's Discussion and Analysis of Financial Condition and
Results of Operations of this Form 10-Q are forward looking statements.
Certain risks and uncertainties could cause actual results to differ
materially from those set forth in the forward looking statements. The
following factors could cause actual results to differ materially from
historical results or those anticipated: adverse economic conditions,
competition in the Company's markets, fluctuation in raw material costs, and
other risks detailed in documents filed by the Company with the Securities and
Exchange Commission.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company's variable interest rate applicable to borrowings under its
credit facility is based on, in the case of U.S. dollar denominated loans, the
Base Rate referred to therein or the Eurocurrency rate referred to therein for
U.S. dollars, at the Company's option, plus a specified margin. In the event
that a portion of the credit facility is denominated in Dutch Guilders, the
applicable interest rate is based on the applicable Eurocurrency Base Rate
referred to therein for Dutch Guilders, plus a specified margin. In the event
that a portion of the Credit Facility is denominated in Canadian Dollars, the
applicable interest rate is based on the Canadian Base Rate referred to
therein, plus a specified margin, of the Bankers' Acceptance discount Rate
referred to therein, at the Company's option. At July 3, 1999, the Company had
borrowings under the Credit Facility of $293.1 million that were subject to
interest rate risk. Each 1.0% increase in interest rates would impact pretax
earnings by $2.9 million. The Company has an interest rate cap agreement which
limits the amount of interest expense on $100 million of this debt to a rate
of 9%.
16
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
The Company's annual meeting of its stockholders was held on May 20, 1999.
At the annual meeting, the Company's stockholders voted on two proposals: (i)
the election of three nominees to serve as directors for three year terms; and
(ii) the ratification of the appointment of Ernst & Young LLP as independent
auditors for the year 1999. The voting of the Company's stockholders as to
these matters was as follows:
Election of Directors
David A. Donnini--29,368,264 votes for; 11,951 votes withheld.
Duncan M. O'Brien, Jr.--29,368,264 votes for; 11,951 votes withheld.
L. Glenn Orr, Jr.--29,368,264 votes for; 11,951 votes withheld.
Ratification of Appointment of Accountants
29,368,650 votes for; 11,400 votes against; 165 abstentions
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
Exhibits required to be filed with this report on Form 10-Q are listed in
the following Exhibit Index.
There were no reports filed on Form 8-K during the quarter ended July 3,
1999.
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Polymer Group, Inc.
/s/ Jerry Zucker
By: _________________________________
Jerry Zucker
Chairman, President, Chief
Executive Officer and Director
(Principal Executive Officer)
/s/ James G. Boyd
By: _________________________________
James G. Boyd
Executive Vice President,
Treasurer and
Director (Principal Financial
Officer and
Principal Accounting Officer)
August 16, 1999
18
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Document Description
------- --------------------
<C> <S>
11 Statement of Computation of Per Share Earnings.
10.1 Amendment No. 3, dated April 9, 1999, to the Amended, Restated and
Consolidated Credit Agreement dated July 3, 1997 by and among
Polymer Group, Inc., the Guarantors named therein, the lenders named
therein and the Chase Manhattan Bank, as agent.
27 Financial Data Schedule
</TABLE>
19
<PAGE>
Exhibit 10.1
------------
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 Guarantors
identified under the caption "DOMESTIC NON-BORROWER GUARANTORS" on the signature
pages hereto; each of the lenders that is a signatory hereto identified under
the caption "LENDERS" on the signature pages hereto; and THE CHASE MANHATTAN
BANK, as administrative agent for the Lenders (in such capacity, together with
its successors in such capacity, the "Administrative Agent").
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
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. $450,000,000. PGI has now requested that the
Lenders extend additional credit to PGI by way of an additional single-draw term
loan facility in U.S. Dollars in the amount of U.S. $50,000,000 to be used by
PGI to partially finance capital expenditures in connection with a planned
capital expansion program including expansion of its Miratec and Miralace
product lines and capital expansion in respect of nonwovens manufacturing
capacity in Colombia and in China. PGI, the other Borrowers, the Domestic Non-
Borrower Guarantors, the Lenders and the Administrative Agent wish to amend the
Credit Agreement in order to provide for such additional credit and in certain
other respects, and, accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Capitalized terms used but not otherwise
defined herein have the meanings given them in the Credit Agreement.
Section 2. Amendments Requiring Consent of Majority Lenders. Subject
to the execution and delivery to the Administrative Agent of this Amendment No.
3 by the Majority Lenders and each Obligor, 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
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. Definitions. Section 1.01 of the Credit Agreement
shall 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
<PAGE>
-2-
their entirety the following definitions (to the extent already included in said
Section 1.01), as follows:
"Alternative Currency" shall mean, at any time, Dutch Guilders,
Canadian Dollars or Euros, so long as at such time, (i) such Currency is
freely transferable and convertible into U.S. Dollars in the London foreign
exchange market, (ii) no central bank or other governmental authorization
in the country of issue of such Currency is required to permit use of such
Currency by any Lender for making any Loan hereunder and/or to permit the
relevant Borrower to borrow and repay the principal thereof and to pay the
interest thereon, unless such authorization has been obtained, and (iii) in
the case of Dutch Guilders or Euros, also so long as at such time such
Currency is dealt with in the London interbank deposit market.
"EMU" shall mean economic and monetary union as contemplated in the
Treaty on European Union.
"EMU Legislation" shall mean legislative measures of the European
Council for the introduction of, changeover to or operation of a single or
unified European currency (whether known as the euro or otherwise), being
in part the implementation of the third stage of EMU.
"Euro" shall mean the single currency of Participating Member States
of the European Union, which shall be a Currency under this Agreement.
"Euro Unit" shall mean a currency unit of the Euro.
"Dividend Payment" shall mean, with respect to any Person, dividends
(in cash, Property or obligations) on, or other payments or distributions
on account of, or the setting apart of money for a sinking or other
analogous fund for, or the purchase, redemption, retirement or other
acquisition of, any shares of any class of stock of such Person or of any
warrants, options or other rights to acquire the same (or to make any
payments, such as "phantom stock" payments, where the amount thereof is
calculated with reference to the fair market or equity value of such Person
or any of its Subsidiaries), but excluding dividends payable solely in
shares of common stock of such Person and excluding also any dividends or
other distributions made by any Wholly Owned Restricted Subsidiary to PGI
or to any other Wholly Owned Restricted Subsidiary. For purposes hereof,
the amount of any Dividend Payment made by any Restricted Subsidiary that
is not a Wholly Owned Restricted Subsidiary shall be deemed to be equal to
the amount of such Dividend Payment that is made to holders of the equity
interests in such Restricted Subsidiary other than PGI and its Wholly Owned
Restricted Subsidiaries.
<PAGE>
-3-
"Dutch Guilders" and "GL" shall mean the National Currency Unit of the
Netherlands.
"Eurocurrency Loans" shall mean Loans denominated in either U.S.
Dollars, Dutch Guilders or Euros, the interest rates on which are
determined (i) on the basis of rates referred to in the definition of
"Eurocurrency Base Rate" in this Section 1.01 or (ii) as set forth in
Section 12.20(d) hereof.
"Euroguilder Loans" shall mean Eurocurrency Loans that are denominated
in Dutch Guilders or Euros.
"Fixed Charges Ratio" shall mean, as at any date, the ratio of (a)
EBITDA for the period of four fiscal quarters ending on or most recently
ended prior to such date minus Capital Expenditures for such period (except
that, for any period ending on or before the fiscal year ending on or
nearest to December 31, 2000, that portion, up to an aggregate amount equal
to U.S. $200,000,000, of Capital Expenditures, for the relevant period,
made by PGI and its Restricted Subsidiaries in connection with expansion of
its Miratec and Miralace product lines and capital expansion in respect of
nonwovens manufacturing capacity in Colombia and in China, shall be
excluded) to (b) Debt Service for such period.
"Joint Venture Restricted Subsidiary" shall mean any Restricted
Subsidiary of PGI, established as a joint venture with one or more other
joint venture parties, in which at least 80% of the aggregate outstanding
ownership interests on a fully-diluted basis in such Restricted Subsidiary
is owned by PGI and/or a Wholly Owned Restricted Subsidiary of PGI.
"National Currency Unit" shall mean a unit of any Currency (other than
a Euro Unit) of a Participating Member State.
"Participating Member State" shall mean each state so described in any
EMU Legislation.
"Principal Financial Center" shall mean, in the case of any Currency,
the principal financial center where such Currency is cleared and settled,
as determined by the Administrative Agent.
"Target Operating Day" shall mean any day that is not (i) a Saturday
or Sunday, (ii) Christmas Day or New Year's Day or (iii) any other day on
which the Trans-European Real-time Gross Settlement Operating System (or
any successor settlement system) is not operating (as determined by the
Administrative Agent).
<PAGE>
-4-
"Treaty on European Union" shall mean the Treaty of Rome of March 25,
1957, as amended by the Single European Act 1986 and the Maastricht Treaty
(which was signed at Maastricht on February 7, 1992, and came into force on
November 1, 1993), as amended from time to time.
Section 2.03. Payments. Section 4.01(a) of the Credit Agreement
shall be deleted in its entirety and replaced with the following:
"(a) Except to the extent otherwise provided herein, all payments of
principal, interest, Reimbursement Obligations and other amounts (other
than the principal of and interest on Loans made in an Alternative
Currency) to be made by the Borrowers under this Agreement and the Notes,
and, except to the extent otherwise provided therein, all payments to be
made by the Obligors under any other Basic Document, shall be made in U.S.
Dollars, and all payments of principal and interest on Loans made in an
Alternative Currency shall be made in such Alternative Currency, in each
case in immediately available funds, without deduction, set-off or
counterclaim, to the Payment Office for the applicable Currency, not later
than 1:00 p.m. New York time (in the case of such payments to be made in
U.S. Dollars) or 10:00 a.m. local time in the location of the relevant
Payment Office (in the case of payments to be made in an Alternative
Currency) on the date on which such payment shall become due (each such
payment made after such time on such due date to be deemed to have been
made on the next succeeding Business Day and interest shall be payable in
respect of any principal so extended for the period of such extension)."
Section 2.04. Indebtedness. Section 9.07(k) of the Credit
Agreement shall be deleted in its entirety and replaced with the following:
"(k) additional Indebtedness of the Borrowers (including Indebtedness
secured by Liens permitted under Section 9.06(i) hereof and, to the extent
relating to Liens described in Section 9.06(i), under 9.06(j) hereof) so
long as the aggregate principal amount thereof does not exceed U.S.
$50,000,000 at any one time outstanding."
Section 2.05. Investments in Joint Ventures. Section 9.08(d) of the
Credit Agreement shall be deleted in its entirety and replaced with the
following:
"(d) Investments by any Group Member in any Wholly Owned Restricted
Subsidiary (other than in Bonlam, Fabrene or their respective Subsidiaries
and other than any Resulting Nonwovens Entity that is not incorporated or
otherwise formed under the laws of the United States of America or any of
its states, as to which clauses (e), (f), (g) and (h) below shall apply)
and Investments after the effectiveness of the amendments provided for in
Section 2 of Amendment No. 3 hereto in any Joint Venture Restricted
Subsidiary, provided that (i) the aggregate amount of such Investments in
Joint Venture Restricted Subsidiaries shall not exceed U.S. $100,000,000,
(ii) no such Investment shall
<PAGE>
-5-
be made in any Joint Venture Restricted Subsidiary if such Joint Venture
Restricted Subsidiary shall at any time have been a Wholly Owned Restricted
Subsidiary and (iii) if any Joint Venture Restricted Subsidiary shall at
any time become a Wholly Owned Restricted Subsidiary, the Investments in
such Joint Venture Restricted Subsidiary shall no longer be subject to such
U.S. $100,000,000 limit;"
Section 2.06. Investments. The final sentence of Section 9.08 of the
Credit Agreement shall be deleted in its entirety and replaced with the
following:
"The aggregate amount of an Investment at any one time outstanding for
purposes of clauses (d) and (k) above, shall be deemed to be equal to (A)
the aggregate amount of cash, together with the aggregate fair market value
of Property, loaned, advanced, contributed, transferred or otherwise
invested that gives rise to such Investment minus (B) the aggregate amount
of dividends, distributions or other payments received in cash in respect
of such Investment; the amount of an Investment shall not in any event be
reduced by reason of any write-off of such Investment.
Section 2.07. Restricted Payments. Section 9.09 of the Credit
Agreement shall be deleted in its entirety and replaced with the following:
"9.09 Restricted Payments. No Obligor will, nor will it permit any
of its Restricted Subsidiaries to, make any Restricted Payments at any time
during any fiscal year, provided that PGI or a Joint Venture Restricted
Subsidiary may make Restricted Payments in cash so long as:
(i) no Default shall have occurred and be continuing, and after
giving effect to such Restricted Payment no Default shall have
occurred and be continuing; and
(ii) the sum of the aggregate amount of such Restricted Payments
made by PGI plus the aggregate amount of such Restricted Payments made
by all Joint Venture Restricted Subsidiaries during the period (the
"Determination Period") from and including December 28, 1996 to and
including the date of such Restricted Payment shall not exceed an
amount equal to the sum of (x) U.S. $25,000,000 plus 50% of
Consolidated Net Income (to the extent positive) for each full fiscal
year included in the Determination Period minus (y) 100% of
Consolidated Net Income (to the extent negative) for each full fiscal
year included in the Determination Period plus (z) the aggregate
amount of dividends, distributions or other payments received by PGI
or any of its Restricted Subsidiaries in cash in respect of any
Investment constituting a Restricted Payment hereunder, and the
aggregate amount received in cash in respect of the
<PAGE>
-6-
sale or other disposition or any Investments constituting a Restricted
Payment hereunder (but shall not in any event be reduced by reason of
any write-off of any such Investment).
Notwithstanding the foregoing, PGI may make cash payments to officers
and employees in respect of shares of stock (or options therefor) granted
to such officers and employees upon the termination of employment of such
officer or employee (so long as the aggregate amount thereof paid in any
single fiscal year shall not exceed U.S. $750,000) (and such cash payments
shall not be included in determining the amount of Restricted Payments
permitted above).
Section 2.08. 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:
<TABLE>
<CAPTION>
Period Ratio
------ -----
<S> <C>
From the Effective Date through
but excluding the last day
of the first fiscal quarter in 2000 5.85 to 1
From the last day of the first fiscal
quarter in 2000 through but excluding the
last day of the first fiscal quarter in 2001 5.25 to 1
From the last day of the first 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
</TABLE>
<PAGE>
-7-
Section 2.09. Year 2000 Issues. Section 9 of the Credit Agreement
shall be amended by adding the following new Section 9.19:
"9.19. Year 2000 Issues. Any reprogramming required to permit the
proper functioning, prior to, during and following the year 2000, of (i)
the Borrower's computer systems and (ii) equipment containing embedded
microchips (including systems and equipment supplied by others or with
which the Borrower's systems interface) which is material to the operation
of the Borrower's business and the testing of all such systems and
equipment, as so reprogrammed, will be completed in all material respects
prior to October 2, 1999. The cost to the Borrower of such reprogramming
and testing and of the reasonably foreseeable consequences of year 2000 to
the Borrower (including, without limitation, reprogramming errors and the
failure of others' systems or equipment) will not result in a Default or a
Material Adverse Change."
Section 2.10. European Monetary Union. Section 12 of the Credit
Agreement shall be amended by adding the following new Section 12.20:
"12.20. European Monetary Union.
(a) Effectiveness of Provisions. The provisions of paragraphs (b)
through (g) below shall be effective at and from the effective date of the
amendments provided for in Section 2 of Amendment No. 3 hereto, provided,
that if and to the extent that any such provision relates to any state (or
the currency of such state) that is not a Participating Member State on the
commencement of the third stage of EMU, and that has not become a
Participating Member State prior to the effective date of the amendments
provided for in Section 2 of Amendment No. 3 hereto, such provision shall
become effective in relation to such state (and the currency of such state)
at and from the date on which such state becomes a Participating Member
State.
(b) Redenomination and Alternative Currencies. Each obligation under
this Agreement of a party to this Agreement which has been denominated in
the National Currency Unit of a Participating Member State shall be
redenominated into the Euro Unit in accordance with EMU Legislation,
provided, that if and to the extent that any EMU Legislation provides that
following the commencement of the third stage of EMU an amount denominated
either in the Euro or in the National Currency Unit of a Participating
Member State and payable within the Participating Member State by crediting
an account of the creditor can be paid by the debtor either in the Euro
Unit or in that National Currency Unit, any party to this Agreement shall
be entitled to pay or repay any such amount either in the Euro Unit or in
such National Currency Unit.
<PAGE>
-8-
(c) Payments by the Administrative Agent Generally. With respect to
the payment of any amount denominated in the Euro or in a National Currency
Unit, the Administrative Agent shall not be liable to the Dutch Borrowers
or either of them or any of the Lenders in any way whatsoever for any
delay, or the consequences of any delay, in the crediting to any account of
any amount required by this Agreement to be paid by the Administrative
Agent if the Administrative Agent shall have taken all relevant steps to
achieve, on the date required by this Agreement, the payment of such amount
in immediately available, freely transferable, cleared funds (in the Euro
Unit or, as the case may be, in a National Currency Unit) to the account of
any Lender in the Principal Financial Center in the Participating Member
State which the Dutch Borrowers or either of them or, as the case may be,
such Lender shall have specified for such purpose. In this paragraph (c),
"all relevant steps" shall mean all such steps as may be prescribed from
time to time by the regulations or operating procedures of such clearing or
settlement system as the Administrative Agent may from time to time
determine for the purpose of clearing or settling payments of the Euro.
(d) Determination of Eurocurrency Base Rate. For the purposes of
determining the date on which the applicable rate for Eurocurrency
Borrowings is determined under this Agreement for any Loan denominated in
the Euro (or any National Currency Unit) for any Interest Period therefor,
references in this Agreement to Business Days shall be deemed to be
references to Target Operating Days. In addition, if the Administrative
Agent determines that there is no Eurocurrency Base Rate displayed on the
applicable Telerate screen page for deposits denominated in the National
Currency Unit in which any Loans are denominated, the Eurocurrency Base
Rate for such Loans shall be based upon the rate displayed on the
applicable Telerate screen page for the offering of deposits denominated in
Euro Units.
(e) Basis of Accrual. If the basis of accrual of interest or fees
expressed in this Agreement with respect to the Currency of any state that
becomes a Participating Member State shall be inconsistent with any
convention or practice in the applicable interbank market for the basis of
accrual of interest or fees in respect of the Euro, such convention or
practice shall replace such expressed basis effective as of and from the
date on which such state becomes a Participating Member State, provided,
that if any Loan in the Currency of such state if outstanding immediately
prior to such date, such replacement shall take effect, with respect to
such Loan, at the end of the then current Interest Period.
(f) Rounding. Without prejudice and in addition to any method of
conversion or rounding prescribed by the EMU Legislation, each reference in
this Agreement to a minimum amount (or a multiple thereof) in a National
Currency Unit to be paid to or by the Administrative Agent shall be
replaced by a reference to such reasonably comparable
<PAGE>
-9-
and convenient amount (or a multiple thereof) in the Euro Unit as the
Administrative Agent may from time to time specify.
(g) Other Consequential Changes. Without prejudice to the respective
liabilities of the Dutch Borrowers to the Lenders and the Lenders to the
Dutch Borrowers under or pursuant to this Agreement, except as expressly
provided in this Section 12.20, each provision of this Agreement shall be
subject to such reasonable changes of construction as the Administrative
Agent may from time to time specify to be necessary or appropriate to
reflect the introduction of or changeover to the Euro in Participating
Member States.
Section 3. Amendments Requiring Consent of Each Lender. Subject to
the execution and delivery to the Administrative Agent of this Amendment No. 3
by each Lender and each Obligor, but effective as of the date hereof, the Credit
Agreement shall be amended as follows:
Section 3.01. General. References in the Credit Agreement (including
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 3.
Section 3.02. Preamble. The fourth paragraph in the preamble to the
Credit Agreement shall be amended by replacing the amount "U.S. 450,000,000"
with the amount "U.S. $500,000,000".
Section 3.03. Definitions. Section 1.01 of the Credit Agreement
shall 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
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 Loans, and Base Rate Term 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:
<PAGE>
-10-
<TABLE>
<CAPTION>
Base Rate
Revolving
Credit Loans
Eurocurrency and Canadian
Revolving Base Rate Letter of Commitment Eurocurrency Base Rate
Leverage Ratio Credit Loans Loans Credit Fees Fees Term Loans Term Loans
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Greater than or
equal to 4.50 2.25% 1.00% 2.25% 0.50% 2.50% 1.25%
- -----------------------------------------------------------------------------------------------------------------
Greater than or
equal to 4.25 by
less than 4.50 1.75% 0.50% 1.75% 0.375% 2.25% 1.00%
- -----------------------------------------------------------------------------------------------------------------
Greater than or
equal to 3.75
but less than
4.25 1.50% 0.25% 1.50% 0.375% 2.00% 0.75%
- -----------------------------------------------------------------------------------------------------------------
Greater than or
equal to 3.00
but less than
3.75 1.25% 0% 1.25% 0.30% 2.00% 0.75%
- -----------------------------------------------------------------------------------------------------------------
Greater than or
equal to 2.50
but less than
3.00 1.00% 0% 1.00% .25% 2.00% .75%
- -----------------------------------------------------------------------------------------------------------------
Less than 2.50 .75% 0% .75% .20% 2.00% .75%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
For purposes hereof, an "Accrual Period" shall mean each of the
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
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
Change Date") following the date of such Acquisition,
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
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
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
quarters most recently ended prior
<PAGE>
-11-
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., 2.25% for Eurocurrency Revolving Credit Loans, 1.00% for Base Rate
Revolving Credit Loans and Canadian Base Rate Loans, 2.25% for letter of
credit fees, 0.50% for commitment fees, 2.50% for Eurocurrency Term Loans
and 1.25% for Base Rate Term 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,
the Facility B Revolving Credit Commitments, the Term B Loan Commitments
and the Term B-1 Loan Commitments.
"Interest Period" shall mean, with respect to any Eurocurrency Loan,
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:
<PAGE>
-12-
(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 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) 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
(vi) notwithstanding clauses (i), (ii), (iii) and (iv) 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
Lenders, the Facility B Revolving Credit Lenders, the Term B Loan Lenders
and the Term B-1 Loan Lenders.
<PAGE>
-13-
"Loans" shall mean, collectively, the Facility A Revolving Credit
Loans, the Facility B Revolving Credit Loans, the Term B Loans and the Term
B-1 Loans.
"Majority Term B-1 Loan Lenders" shall mean Term B-1 Loan Lenders
holding at least 51% of the aggregate outstanding principal amount of the
Term B-1 Loans.
"Project" shall mean the capital expansion program including expansion
of PGI's Miratec and Miralace product lines and capital expansion in
respect of nonwovens manufacturing capacity in Colombia and China.
"Notes" shall mean, collectively, the Facility A Revolving Credit
Notes, the Facility B Revolving Credit Notes, the Term B Loan Notes and the
Term B-1 Loan Notes.
"Revolving Credit" refers, as applicable, to the Facility A Revolving
Credit Commitments, Lenders, Loans and Notes and the Facility B Revolving
Credit Commitments, Lenders, Loans and Notes.
"Supermajority Lenders" shall mean, subject to the last paragraph of
Section 12.04 hereof, Lenders having at least 66-2/3% of the sum of (i) the
aggregate unused amount, if any, of the Commitments at such time plus (ii)
the aggregate outstanding principal amount of the Loans at such time
(including, without limitation, in the case of the Facility B Revolving
Credit Lenders, Bankers' Acceptance Loans).
"Term" refers, as applicable, to the Term B Loan Commitments, Loan
Lenders, Loans and Loan Notes and the Term B-1 Loan Commitments, Loan
Lenders, Loans and Loan Notes.
"Term B-1 Loans" shall mean the loans provided for by Section 2.01(d)
hereof, which may be Base Rate Loans and/or U.S. Dollar denominated
Eurocurrency Loans.
"Term B-1 Loan Closing Date" shall mean the date on which each of the
conditions precedent to the making of the Term B-1 Loans specified in
Sections 7.02 and 7.04 hereof shall have been satisfied or waived.
"Term B-1 Loan Commitment" shall mean, for each Term B-1 Loan Lender,
the obligation of such Lender to make a Term B-1 Loan to PGI on the
Term B-1 Loan Closing Date in U.S. Dollars in an amount up to but not
exceeding the amount set opposite the name of such Lender on Schedule XIII
hereof or, in the case of any Person that becomes a Term B-1 Loan Lender
pursuant to an assignment permitted under
<PAGE>
-14-
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). The original
aggregate principal amount of the Term B-1 Loan Commitments is U.S.
$50,000,000.
"Term B-1 Loan Lenders" shall mean (a) on the date hereof, the Lenders
having Term B-1 Loan Commitments on Schedule XIII hereof and (b)
thereafter, the Lenders from time to time holding Term B-1 Loans and
Term B-1 Loan Commitments after giving effect to any assignments thereof
permitted by Section 12.06 hereof.
"Term B-1 Loan Notes" shall mean the promissory notes provided for by
Section 2.08(d) 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.
Section 3.04. Classes of Loans. Section 1.03 of the Credit Agreement shall
be deleted in its entirety and replaced with the following:
"1.03 Classes, Types and Currencies of Loans. Loans hereunder are
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 or
a Term B-1 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 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."
Section 3.05. Loans. Section 2.01 of the Credit Agreement shall be
amended by relettering paragraphs (d), (e) and (f) thereof, as paragraph (e),
(f) and (g), respectively, and inserting a new paragraph (d) as follows:
"(d) Term B-1 Loans. Each Term B-1 Loan Lender severally agrees, on
the terms and conditions of this Agreement, to make loans to PGI on the
Term B-1 Loan Closing Date in U.S. Dollars in an aggregate principal amount
up to but not exceeding such Lender's Term B-1 Loan Commitment as then in
effect. After the Term B-1 Loan Closing Date, and subject to the terms and
conditions of this Agreement, PGI may Convert Term B-1 Loans of one Type
into Term B-1 Loans of another Type (as provided
<PAGE>
-15-
in Section 2.09 hereof) or Continue Term B-1 Loans of one Type as Term B-1
Loans of the same Type (as provided in Section 2.09 hereof). Proceeds of
Term B-1 Loans shall be available for any use permitted under Section 9.13
hereof."
Section 3.06. Borrowings. Section 2.02 of the Credit Agreement shall
be amended by adding after the words "Term B Loan Lender" in the second sentence
thereof the following: "or Term B-1 Loan Lender".
Section 3.07. Reduction of Commitments. Section 2.04(a) of the Credit
Agreement shall be amended by inserting the following after the second sentence
thereof:
"The Term B-1 Loan Commitments shall be automatically terminated on
the Term B-1 Loan Closing Date (following the making of the loans under
Section 2.01(d) hereof to be made on such Date)."
Section 3.08. Notes. Section 2.08 of the Credit Agreement shall be
amended by relettering paragraphs (d) and (e) thereof, as paragraph (e) and (f),
respectively, and inserting a new paragraph (d) as follows:
"(d) The Term B-1 Loan made by each Term B-1 Loan Lender to PGI shall
be evidenced by a single promissory note of PGI, substantially in the form
of Exhibit A-4 hereto, dated the Term B-1 Loan Closing Date, payable to
such Lender in a principal amount equal to the amount of its Term B-1 Loan
Commitment as originally in effect, and otherwise duly completed."
Section 3.09. Prepayments. Section 2.10 of the Credit Agreement shall
be amended by deleting paragraph (e) in its entirety and replacing it with the
following:
"(e) Application. Prepayments and reductions of Commitments 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 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 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
<PAGE>
-16-
Facility A Revolving 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 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 Revolving Credit Commitments shall exceed the then-
outstanding aggregate principal amount of Revolving Credit Loans (and
Letter of Credit Liabilities), such excess shall be applied ratably to
the prepayment of 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 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
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
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 U.S.
Dollars, second to Facility A Revolving Credit Loans denominated in
Dutch Guilders, third to the provision of cover for Letter of Credit
Liabilities and fourth to Facility B Revolving Credit Loans.
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
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."
<PAGE>
- 17 -
Section 3.10. Amortization of Term B-1 Loans. Section 3.01 of the
Credit Agreement shall be amended by appending the following new paragraph (d):
"(d) PGI hereby promises to pay to the Administrative Agent in U.S.
Dollars for account of the Term B-1 Loan Lenders the following aggregate
principal amounts on the following Principal Payment Dates:
<TABLE>
<CAPTION>
Principal Payment Date Amount of Payment
---------------------- -----------------
<S> <C>
June 20, 1999 U.S.$ 240,000
December 20, 1999 U.S.$ 240,000
June 20, 2000 U.S.$ 240,000
December 20, 2000 U.S.$ 240,000
June 20, 2001 U.S.$ 240,000
December 20, 2001 U.S.$ 240,000
June 20, 2002 U.S.$ 240,000
December 20, 2002 U.S.$ 240,000
June 20, 2003 U.S.$ 240,000
December 20, 2003 U.S.$ 240,000
June 20, 2004 U.S. $11,900,000
December 20, 2004 U.S. $11,900,000
June 20, 2005 U.S. $11,900,000
December 20, 2005 U.S. $11,900,000"
</TABLE>
Section 3.11. Limitation of Eurodollar Loans. Section 5.02 of the
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 (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
<PAGE>
- 18 -
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 3.12. Conditions. Section 7.02 of the Credit Agreement shall
be deleted in its entirety and replaced with the following:
"7.02 Initial and Subsequent Extensions of Credit. The obligation of
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, and the borrowing to
be made on the Term B-1 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 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 B 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."
<PAGE>
- 19 -
Section 3.13. Additional Conditions to Term B-1 Loans. Section 7 of
the Credit Agreement shall be amended by adding the following new Section 7.04:
"7.04 Term B-1 Loan Closing Date. Without in any way limiting the
applicability of Section 7.02 hereof, the obligation of each Term B-1 Loan
Lender to make its Term B-1 Loan on the Term B-1 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 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 B-1 Loan
Commitments and Term B-1 Loans hereunder (and the Administrative Agent
and each Lender may 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 B-1 Loan Closing Date, to the effect
set forth in paragraphs (a) and (b) of the first sentence of Section
7.02 hereof.
(c) Opinions of Counsel to the Group Members. Opinions, dated
the Term B-1 Loan Closing Date, of Kirkland & Ellis, special New York
counsel to the Group Members, covering matters covered by the opinions
of Kirkland & Ellis delivered in connection with the Credit Agreement
(including, without limitation, with respect to the Term B-1 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 B-1 Loan Closing Date
duly executed
<PAGE>
- 20 -
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 B-1 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 opinions of
counsel and, 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 B-1 Loan Notes described in Section 2.08(d)
hereof shall have been duly completed and executed.
(f) Payment of Certain Fees and Expenses. All amounts owing to
Lenders under the Credit Agreement as in effect immediately prior to
the Term B-1 Loan Closing Date shall have been paid to such Lenders in
full in the manner contemplated by Section 2.01(d) hereof including,
for the avoidance of doubt, fees payable to such Lenders to obtain
their consent hereto.
(g) Other Documents. Such other documents as the Administrative
Agent, any Lender or special New York counsel to Chase may reasonably
request."
Section 3.14. 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 Loan Lenders" the following wherever such words appear: "or the Majority
Term B-1 Loan Lenders".
Section 3.15. Consents under Basic Documents. Section 11.09 of the
Credit Agreement shall be deleted in its entirety and replaced with the
following:
"11.09 Consents under Basic Documents. Except as otherwise provided
in Section 12.04 hereof with respect to this Agreement, the Administrative
Agent may, with the prior consent of the Majority Lenders (but not
otherwise), consent to any modification, supplement or waiver under any of
the Basic Documents, provided that, without the prior consent of each
Lender, the Administrative Agent shall not (except as provided herein or in
the Security Documents) do any of the following:
<PAGE>
- 21 -
(i) release all or substantially all of the collateral or
otherwise terminate all or substantially all of the Liens under the
Basic Documents providing for collateral security, except that the
Administrative Agent may, with the prior consent of the Supermajority
Lenders (but not otherwise), release less than all or substantially
all of the collateral or otherwise terminate less than all or
substantially all of the Liens under the Basic Documents providing for
collateral security,
(ii) alter with respect to all or substantially all of the
collateral the relative priorities of the obligations entitled to the
benefits of the Liens created under the Security Documents, except
that the Administrative Agent may, with the prior consent of the
Majority Lenders (but not otherwise), consent to: (i) any
modification, supplement or waiver under any of the Basic Documents
that would result in additional obligations hereunder being secured by
all or substantially all of such collateral security or (ii) a Lien
securing such additional obligations that is junior to the Lien in
favor of the other obligations secured by such Basic Document or
(iii) release all, or substantially all of the Domestic or
Foreign Non-Borrower Guarantors from their obligations under Section 6
hereof, except that the Administrative Agent may, with the prior
consent of the Supermajority Lenders (but not otherwise), release
fewer than all or substantially all of the Domestic or Foreign Non-
Borrower Guarantor.
No such consent shall be required, and the Administrative Agent is hereby
authorized, to release any Lien covering Property (and to release any such
Domestic or Foreign Non-Borrower Guarantor from such guarantee obligations)
which is the subject of either a disposition of Property permitted
hereunder or a disposition to which the Majority Lenders have consented."
Section 3.16. Amendments. Section 12.04 of the Credit Agreement
shall be deleted in its entirety and replaced with the following:
"12.04 Amendments, Etc. Except as otherwise expressly provided in
this Agreement, any provision of this Agreement, including any amendment
providing for extension of new credit hereunder to be secured equally and
ratably by the collateral hereunder, may be modified or supplemented only
by an instrument in writing signed by each Obligor, the Administrative
Agent and the Majority Lenders, or by each Obligor and the Administrative
Agent acting with the consent of the Majority Lenders, and any provision of
this Agreement may be waived by the Majority Lenders or by the
Administrative Agent acting with the consent of the Majority Lenders;
provided that:
<PAGE>
- 22 -
(a) no modification, supplement or waiver shall, unless by an
instrument signed by each Lender affected thereby: (i) increase, or
extend the term of any of the Commitments, or extend the time or waive
any requirement for the reduction or termination of any of the
Commitments, (ii) extend any date fixed for the payment of principal
of or interest on any Loan, the Reimbursement Obligations or any fee
hereunder, (iii) reduce the amount of any such payment of principal,
(iv) reduce the rate at which interest is payable thereon or any fee
is payable hereunder;
(b) no modification, supplement or waiver shall, unless by an
instrument signed by the "Majority Lenders" of each Class of Loans
hereunder or by the Administrative Agent acting with the consent of
the "Majority Lenders" of each Class of Loans hereunder: (i) alter the
manner of application to the Loans hereunder of any prepayment or (ii)
modify the definition of the term "Majority Lenders", "Majority
Facility A Revolving Credit Lenders", "Majority Facility B Revolving
Credit Lenders", "Majority Term B Loan Lenders" or "Majority Term B-1
Loan Lenders";
(c) no modification, supplement or waiver shall, unless by an
instrument signed by all of the Lenders or by the Administrative Agent
acting with the consent of all of the Lenders: (i) alter the terms of
this Section 12.04 (other than by amendment to the terms referred to
in paragraph (b) above) or (ii) modify the definition of the term
"Supermajority Lenders" or modify in any manner any requirement
hereunder that determinations or waivers of any rights, or
modifications of any provision, be made only with the consent of each
Lender; and
(d) any modification or supplement of Section 11 hereof, or any
of the rights or duties of the Administrative Agent hereunder, shall
require the consent of the Administrative Agent.
Anything in this Agreement to the contrary notwithstanding, (A)
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 Facility A Revolving
Credit Loan or the issuance of a Letter of Credit shall be effective
against the Facility A Revolving Credit Lenders for the purposes of the
Facility A Revolving Credit Commitments unless the Majority Facility A
Revolving Credit Lenders shall have concurred with such waiver or
modification, (B) no waiver or modification of any provision of this
Agreement that has the effect (either immediately or at some later time) of
enabling Fabrene to satisfy a condition precedent to the making of a
<PAGE>
-23-
Facility B Revolving Credit Loan shall be effective against the Facility B
Revolving Credit Lenders for the purposes of the Facility B Revolving
Credit Commitments unless the Majority Facility B Revolving Credit Lenders
shall have concurred with such waiver or modification, (C) 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 B Loan shall be effective against the
Term B Loan Lenders for the purposes of the Term B Loan Commitments unless
the Majority Term B Loan Lenders shall have concurred with such waiver or
modification and (D) 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 B-1
Loan shall be effective against the Term B-1 Loan Lenders for the purposes
of the Term B-1 Loan Commitments unless the Majority Term B-1 Loan Lenders
shall have concurred with such waiver or modification."
Section 3.17. Certain Tax Considerations. Section 12.19 (a) shall be
amended by adding after the words "Any Term B Loan Lender" in the first sentence
thereof the following: "or Term B-1 Loan Lender"
Section 3.18. Additional Schedule and Exhibit. The Credit Agreement
shall be amended by attaching thereto and making a part thereof Schedule XIII
attached hereto and Exhibit A-4 attached hereto.
Section 4. Consent to Release of Certain European Collateral. Subject
to the execution and delivery to the Administrative Agent of this Amendment No.
3 by each Lender and each Obligor, but effective as of the date hereof, the
Lenders hereby (a) consent to the release of up to $20,000,000 of collateral
security covering assets of the Obligors in Europe, other than (i) the shares of
stock of, or other ownership interest in, any Subsidiaries organized outside of
the United States of America, to the extent that the Majority Lenders reasonably
determine (in consultation with PGI) that a Lien on such shares or ownership
interest will not result in adverse tax consequences under Section 956 of the
Code or any violation of law and (ii) any such collateral security granted by
Dutch Holding or Dutch Operating (or, pursuant to Section 9.16(c) of the Credit
Agreement, any Subsidiary of Dutch Operating) securing obligations of Dutch
Holding or Dutch Operating under the Credit Agreement, (b) waive any requirement
in the Credit Agreement or any of the Security Documents requiring delivery,
perfection or other action to create an enforceable Lien with respect to any
collateral security to be released as described in the preceding clause (a) and
(c) authorize the Administrative Agent to execute and deliver such instruments
of release as shall be necessary to effect the foregoing.
Section 5. Security Agreement. Effective as of the Term B-1 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. $450,000,000" in the third
<PAGE>
-24-
paragraph thereof with the amount "U.S. $500,000,000" and, for avoidance of
doubt, that the "Credit Agreement" referred to in the Security Agreement shall
mean the Credit Agreement as amended hereby.
Section 6. 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. 3.
Section 7. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 3 may be executed in any 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. 3 by signing any such counterpart. This
Amendment No. 3 shall be governed by, and construed in accordance with, the law
of the State of New York.
<PAGE>
-25-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to
be duly executed and delivered as of the day and year first above written.
THE BORROWERS
-------------
POLYMER GROUP, INC. PGI NONWOVENS B.
/S/ Jerry Zucher /S/ Jerry Zucker
By ------------------------------ By ________________________________
Jerry Zucker Jerry Zucker
Title: President Title: President
CHICOPEE HOLDINGS B.V. FABRENE INC.
(incorporated in the State
of Delaware under the name
Chicopee Holdings (Netherlands)
B.V. Corporation)
/S/ Jerry Zucker /S/ Jerry zucker
By ------------------------------ By ________________________________
Jerry Zucker Jerry Zucker
Title: President Title: President
<PAGE>
-26-
DOMESTIC NON-BORROWER GUARANTORS
--------------------------------
FIBERTECH GROUP, INC. CHICOPEE, INC.
By /s/ James G. Boyd By /s/ James G. Boyd
-------------------------------- ---------------------------------
James G. Boyd James G. Boyd
Title: Executive Vice President and CFO Title: Executive Vice President
and CFO
PGI POLYMER, INC. CHICOPEE HOLDINGS, INC.
By /s/ James G. Boyd By /s/ James G. Boyd
-------------------------------- ---------------------------------
James G. Boyd James G. Boyd
Title: Executive Vice President and CFO Title: Executive Vice President
and CFO
TECHNETICS GROUP, INC. FABRENE GROUP, L.L.C.
By /s/ James G. Boyd By /s/ James G. Boyd
-------------------------------- ---------------------------------
James G. Boyd James G. Boyd
Title: Executive Vice President and CFO Title: Executive Vice President
and CFO
FABRENE CORP. FIBERGOL CORPORATION
By /s/ James G. Boyd By /s/ James G. Boyd
-------------------------------- ---------------------------------
James G. Boyd James G. Boyd
Title: Executive Vice President and CFO Title: Executive Vice President
and CFO
<PAGE>
-27-
FABRENE GROUP, INC. PNA CORP.
By /s/ Jerry Zucker By /s/ Jerry Zucker
-------------------------------- ---------------------------------
Jerry Zucker Jerry Zucker
Title: President Title: President
FNA POLYMER CORP.
By /s/ Jerry Zucker
--------------------------------
Jerry Zucker
Title: President
<PAGE>
-28-
LENDERS
-------
THE CHASE MANHATTAN BANK THE CHASE MANHATTAN
as Lender and Administrative Agent BANK OF CANADA
By /s/ Robert T. Sacks By /s/ Christine Chan /s/ Arun K. Berry
------------------- ------------------ -----------------
Robert T. Sacks Title: Vice President Vice President
Title: Managing Director
THE BANK OF NOVA SCOTIA THE BANK OF NOVA SCOTIA,
as Canadian Dollar Lender
By /s/ William E. Zarrett By /s/ William E. Zarrett
---------------------- ----------------------
Title: Senior Relationship Title: Senior Relationship
Manager Manager
BHF-BANK AKTIENGESELLSCHAFT FIRST UNION NATIONAL BANK
By /s/ Michael T. Pellerito By /s/ John Jones
------------------------ --------------
Title: AVP Title: Vice President
By /s/ Dan Dobrjanskyj
-------------------
Title: Assistant Vice
President
CIBC INC. BALANCED HIGH YIELD FUND I LTD.,
By: BHF-Bank Aktiengesellschaft,
acting through its New York Branch
as Attorney-in-Fact
By By /s/ Michael T. Pellerito
------------------- ------------------------
Title: Title: AVP
By /s/ Dan Dobrjanskyj
-------------------
Title: Assistant Vice President
<PAGE>
-29-
CANADIAN IMPERIAL BANK COMPAGNIE FINANCIERE DE
OF COMMERCE CIC ET DE L'UNION
EUROPEENNE
By /s/ Gerald Girardi By /s/ Brian O'Leary
----------------------- -------------------------
Title: Executive Director Title: Vice President
CIBC Oppenheimer Corp.,
as agent By /s/ Sean Mounier
-------------------------
Title: First Vice President
CREDIT LYONNAIS ATLANTA CREDIT LYONNAIS CANADA
AGENCY
By /s/ David M. Carusa By
---------------------- -------------------------
Title: Vice President Title:
and Manager
By _________________________
Title:
COOPERATIEVE CENTRALE THE ROYAL BANK OF
RAIFFEISEN-BOERENLEENBANK SCOTLAND PLC
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
By /s/ Michael V.M. Van Der Voort By /s/ Scott Barton
------------------------------ -------------------------
Title: Vice President Title: Vice President
By /s/ R.P. Michlin
------------------------------
Title:
<PAGE>
-30-
WACHOVIA BANK, N.A. BANK OF SCOTLAND
By /s/ David S. Bellski By /s/ Annie Chin Tat
----------------------- --------------------------
Title: Vice President Title: Senior Vice President
BANK AUSTRIA CREDITANSTALT DG BANK DEUTSCHE
CORPORATE FINANCE, INC. GENOSSENSCHAFTSBANK AG
By /s/ Clifford Belle By /s/ Sabine Wendt
----------------------- --------------------------
Title: Vice President Title: Asst. Vice President
By /s/ D. Zine By /s/ Wolfgang Bollmann
----------------------- --------------------------
Title: Vice President Title: Senior Vice President
MERITA BANK PLC, NATIONAL CITY BANK
NEW YORK BRANCH
By /s/ A. Maffe By /s/ Lisa B. Lin
----------------------- --------------------------
Title: VP Title: VP
By /s/ C. Abriz
-----------------------
Title: VP
ERSTE BANK THE DAI-ICHI KANGYO
BANK, LIMITED
By /s/ Arcinee Hovanessian By /s/ Michelle A. Fox
----------------------- -----------------------------
Title: Vice President Title: Assistant Vice President
By /s/ John S. Runnion
-------------------------
Title: First Vice President
<PAGE>
- 31 -
THE FIRST NATIONAL ROYAL BANK OF CANADA
BANK OF CHICAGO
By /s/ James F. Gable By /s/ J. Milford
---------------------- --------------------
Title: Customer Service Officer Title: Sr. Manager
ING HIGH INCOME PRINCIPAL ROYAL BANK OF CANADA,
PRESERVATION FUND HOLDINGS, LDC as Canadian Dollar Lender
By: ING Capital Advisors LLC,
as Investment Advisor
By /s/ Michael D. Hatley By /s/ J. Milford
---------------------------- ------------------------
Title: Managing Director Title: Sr. Manager
By _____________________
Title:
OAK HILL SECURITIES FUND, L.P., MERRILL LYNCH PRIME RATE PORTFOLIO
By: Oak Hill Securities GenPar, L.P., By: Merrill Lynch Asset
its General Partner Management L.P.,
By: Oak Hill Securities MPG, Inc., as Investment Advisor
its General Partner
By ____________________ By /s/ Colleen M. Cunniffe
----------------------------
Title: Title: Authorized Signatory
ARCHIMEDES FUNDING II, LTD. KZH CYPRESSTREE-1 LLC
By: ING Capital Advisors LLC
as Collateral Manager
By /s/ Michael D. Hatley By _____________________
--------------------------
Title: Managing Director Title:
MERRILL LYNCH SENIOR FLOATING
RATE FUND, INC.
By /s/ Colleen M. Cunniffee
-------------------------
Title: Authorized Signatory
ARCHIMEDES FUNDING, LLC
By ING Capital Advisors LLC
as Collateral Manager
By /s/ Michael D. Hatley
--------------------------
Title: Managing Director
<PAGE>
- 32 -
KZH CRESCENT LLC KZH CRESCENT-2 LLC
By /s/ V. Conway By /s/ V. Conway
--------------------- ----------------------
Title: Agent Title: Agent
MORGAN STANLEY DEAN WITTER EATON VANCE SENIOR INCOME TRUST
PRIME INCOME TRUST By: Eaton Vance Management,
as Investment Adviser
By /s/ Buford Fennerty By /s/ Scott H. Page
--------------------- ----------------------
Title: Vice President Title: Vice President
PILGRIM PRIME RATE TRUST VAN KAMPEN CLO I, LTD.
By: Pilgrim Investments, Inc., By: Van Kampen Management Inc.
as its investment manager as Collateral Manager
By /s/ Howard Tiffen By /s/ Jeffrey W. Maillet
--------------------- ----------------------
Title: Senior Vice President Title: Senior Vice President
& Director
By /s/ Jeffrey A. Bakalar
---------------------
Title: Vice President
SENIOR DEBT PORTFOLIO EATON VANCE INSTITUTIONAL
By: Boston Management and Research SENIOR LOAN FUND
as Investment Advisor By: Eaton Vance Management,
as Investment Adviser
By /s/ Scott H. Page By /s/ Scott H. Page
--------------------- ----------------------
Title: Vice President Title: Vice President
KZH ING-2 LLC KZH PAMCO LLC
By /s/ V. Conway By /s/ V. Conway
--------------------- ----------------------
Title: Authorized Agent Title: Authorized Agent
KZH CYPRESSTREE-1 LLC
By /s/ V. Conway
---------------------
Title: Authorized Agent
<PAGE>
- 33 -
CYPRESSTREE INVESTMENT PARTNERS II LTD., DELANO COMPANY
By: CypressTree Investment Management By: Pacific Investment Management
Company, Inc., Company as its investment advisor
as Portfolio Manager
By: PIMCO Management Inc., a
general partner
By /s/ Peter K. Merrill By /s/ Mohan V. Phansalkar
------------------------ --------------------------
Title: Managing Director Mohan V. Phansalkar
Title: Senior Vice President
CYPRESSTREE INSTITUTIONAL FUND, LLC SUNTRUST BANK INC.
By: CypressTree Investment Management
Company, Inc., its Managing Member
By /s/ Peter K. Merrill By
------------------------ --------------------------
Title: Managing Director Title:
ABN AMRO BANK, N.V. FIRSTAR BANK, N.A.
By By /s/ Mark A. Whitson
------------------------ -----------------------
Title: Title: Vice President
By _______________________
Title: BALANCED HIGH YIELD FUND II LTD.,
By: BHF-Bank Aktiengesellschaft,
SEQUILS I, LTD. acting through its New York Branch
as Attorney-in-Fact
By: TCW Advisors, Inc., as its
Collateral Manager By /s/ Michael Dot
--------------------------
By: /s/ Mark L. Gold Title: AVP
-----------------
Title: Managing Director By /s/ A. Henry
--------------------------
By: /s/ Jonathan P. Insoll Title: AVP
----------------------
Title: Vice President
CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC.
As: Attorney-in-Fact and on behalf of First
Allmerica Financial Life Insurance Company
as Portfolio Manager
By: /s/ Peter K. Merrill
---------------------
Title: Managing Director
Sub-Allocation: $1,000,000
NORTH AMERICAN SENIOR FLOATING RATE FUND
By: Cypress Tree Investment Management Company, Inc.,
as Portfolio Manager
By: /s/ Peter K. Merrill
---------------------
Title: Managing Director
Sub-Allocation: $1,000,000
CYPRESS TREE INVESTMENT FUND, LLC
By: Cypress Tree Investment Management Company, Inc.,
its Managing Member
By: /s/ Peter K. Merrill
---------------------
Title: Managing Director
Sub-Allocation: $500,000
<PAGE>
SCHEDULE XIII
TERM B-1 LOAN COMMITMENTS
-------------------------
<TABLE>
<CAPTION>
Lender Term B-1 Loan Commitment
- ------ ------------------------
<S> <C>
CypressTree Investment Management $ 5,000,000
Eaton Vance Management $ 5,000,000
ING Capital Advisors $ 5,000,000
Pacific Investment Management Company $ 5,000,000
Trust Company of the West $ 5,000,000
Van Kampen Management $ 5,000,000
Highland Capital Management $ 4,000,000
Morgan Stanley Dean Witter $ 4,000,000
Pilgrim America Group, Inc. $ 4,000,000
First Chicago National Bank $ 2,000,000
National City Bank $ 2,000,000
BHF Balanced High Yield Fund $ 2,000,000
FirStar Bank $ 2,000,000
-----------
</TABLE> $50,000,000
<PAGE>
EXHIBIT A-4
[Form of Term B Loan Note]
PROMISSORY NOTE
(Term B-1 Loans)
U.S. $______________ _________________, 1999
New York, New York
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 270 Park Avenue, New York, New York 10017, the principal sum
of _______________ U.S. Dollars (or such lesser amount as shall equal the
aggregate unpaid principal amount of the Term B-1 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 B-1 Loan, at such office, in like money and
funds, for the period commencing on the date of such Term B-1 Loan until such
Term B-1 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 B-1 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 B-1 Loans made by the Lender.
This Note is one of the Term B-1 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.
<PAGE>
- 2 -
Borrower Guarantors named therein, the lenders named therein (including the
Lender), and The Chase Manhattan Bank, as Administrative Agent, and evidences
Term B-1 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_________________________
Title:
<PAGE>
SCHEDULE OF TERM B-1 LOANS
This Note evidences Term B-1 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:
<TABLE>
<CAPTION>
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
- ------------- ------ ---- -------- -------- --------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
<PAGE>
EXHIBIT 11
POLYMER GROUP, INC.
COMPUTATION OF PER SHARE EARNINGS
(In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
--------------- ---------------
July 3, July 4, July 3, July 4,
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
Basic and diluted:
Net income applicable to common stock......... $ 8,645 $ 6,240 $14,477 $ 5,807
Weighted average shares outstanding........... 32,000 32,000 32,000 32,000
------- ------- ------- -------
Net income per common share--basic and
diluted.................................... $ 0.27 $ 0.20 $ 0.45 $ 0.18
======= ======= ======= =======
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
Polymer Group, Inc.'s Form 10-Q for the quarter ended July 3, 1999 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-01-2000
<PERIOD-START> APR-04-1999
<PERIOD-END> JUL-03-1999
<CASH> 38,482
<SECURITIES> 463
<RECEIVABLES> 146,733
<ALLOWANCES> 9,022
<INVENTORY> 104,172
<CURRENT-ASSETS> 317,025
<PP&E> 896,132
<DEPRECIATION> 156,856
<TOTAL-ASSETS> 1,346,531
<CURRENT-LIABILITIES> 129,925
<BONDS> 599,210
0
0
<COMMON> 320
<OTHER-SE> 223,860
<TOTAL-LIABILITY-AND-EQUITY> 1,346,531
<SALES> 223,819
<TOTAL-REVENUES> 223,819
<CGS> 161,899
<TOTAL-COSTS> 161,899
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18,240
<INCOME-PRETAX> 13,755
<INCOME-TAX> 5,110
<INCOME-CONTINUING> 8,645
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,645
<EPS-BASIC> 0.27
<EPS-DILUTED> 0.27
</TABLE>
