Exhibit 10.1


    Exhibit
      10.1

    


    


    FIRST
      AMENDMENT TO CONTRIBUTION AGREEMENT

    


     

    This
      First Amendment to the Contribution Agreement (this “Amendment”) dated as of
      March 31, 2006, is entered into by and among Hercules Incorporated, a Delaware
      corporation (“Hercules”),
      WSP,
      Inc., a Delaware corporation (“WSP”)
      and a
      wholly-owned subsidiary of Hercules, SPG/FV Investor LLC, a Delaware limited
      liability company (“SPG”)
      and
      FiberVisions Delaware Corporation, a Delaware corporation (including any
      predecessor entity, the “Company”).

     

    RECITALS

     

    WHEREAS,
      Hercules, WSP, SPG and the Company are parties to that certain Contribution
      Agreement dated as of January 31, 2006 (the “Contribution
      Agreement”).
      Unless otherwise defined herein or the context otherwise requires, terms used
      in
      this Amendment, including its preamble and recitals, shall have the meanings
      provided in the Contribution Agreement.

     

    WHEREAS,
      the parties hereto have requested certain modifications to the Contribution
      Agreement to clarify the language and intent of the parties
      therein;

     

    NOW
      THEREFORE, in consideration of the premises and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto agree as follows: 

     

    AGREEMENT

     

    1. The
      Contribution Agreement is hereby amended as follows:

     

    
      	 	
              (a)

            	
              Section
                5.18(a) of the Contribution Agreement is hereby amended and restated
                to
                read in full as follows:

            


    

     

    “(a) Before
      the Closing, the Company, Hercules and WSP shall cause all of the third party
      debt of the Company and its Subsidiaries and all Intercompany Balances among
      Hercules and its Affiliates (other than the Company and its Subsidiaries),
      on
      the one hand, and the Company and its Subsidiaries, on the other hand, to be
      paid in full or otherwise fully satisfied, except for the $250,000 payment
      due
      in the year 2020 in connection with the Lease Agreement between Athens-Clarke
      County Industrial Development Authority and Danaklon Americas, Inc. presently
      known as FiberVisions Products, Inc. dated December 1, 1996 (the “Athens
      Lease”). The Intercompany Balances among members of the FiberVisions Group shall
      continue through Closing in accordance with their respective terms, provided,
      however, that Hercules shall, and shall cause the Company, to settle before
      the
      Closing (i) approximately $7,200,000 of intercompany debt between FiberVisions
      Products Inc. and FiberVisions A/S, and (ii) approximately $2,900,000 of
      intercompany debt between FiberVisions GmbH and FiberVisions A/S.”

     


    
      
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    (b) Section
      5.18(b) is hereby amended and restated to read in full as follows:

     

    “(b) As
      of the
      Closing, the Company shall have cash (i) in the amount of $300,000 plus an
      amount equal to any tax refund received by the Company or Hercules or any
      Affiliate thereof in respect of 2005 losses at FiberVisions Products, Inc.,
      (ii)
      in a restricted deposit account for letters of credit outstanding as of the
      Closing Date with respect to polymer purchases from Daelim in Korea,


     

    (iii)
      in
      the amount of $700,000 for reimbursement of unused vacation, and (iv) in the
      amount of $85,336 in compensation for the Company retaining the obligation
      to
      make a $250,000 payment upon termination of the Athens Lease in the year 2020.
      As of the Closing, if the cash (except for cash related to subsection (ii)
      above) in the Company exceeds $1,085,336, SPG shall remit the amount over
      $1,085,336 to Hercules.”

     

    (c) The
      following new Section 5.26 is hereby added to the Contribution
      Agreement:

     

    “5.26 FiberVisions
      AG. At
      Hercules’ cost and expense, the parties shall reasonably cooperate with each
      other to effectuate the liquidation of FiberVisions AG as soon as possible
      after
      the Closing Date.”

     

    
      	 	
              (d)

            	
              The
                following new Section 5.27 is hereby added to the Contribution
                Agreement:

            


    

     

     “5.27
Adjustment
      to Redemption Price Based on EBITDA Results.
      Hercules shall make the following payments to the Company in the event of an
      EBITDA 

    Shortfall
      (as defined below) upon the terms and conditions set forth herein.

     

    (a) Fiscal
      2006 EBITDA Shortfall.
      Hercules shall, within five business days after the Company’s determination of
      its Earnout EBITDA for each fiscal quarter in 2006 following the Closing as
      presented to the lenders pursuant to the Company’s senior credit facilities, pay
      to the Company the positive difference, if any, between the amount of Earnout
      EBITDA projected for such quarter as set forth in the forecast attached hereto
      as Schedule
      5.27
      (the sum
      of such amounts, the “Projected 2006 EBITDA”) minus the actual Earnout EBITDA
      for such quarter (any such positive amount, a “2006 EBITDA Shortfall”), subject
      to adjustment as set forth below; provided, however that Hercules shall not
      be
      obligated to pay the Company more than $4.5 million in respect of the aggregate
      amount of 2006 EBITDA Shortfalls (such amount, the “2006 EBITDA Shortfall
      Cap”).

     

    (b)  Fiscal
      2007 EBITDA Shortfall.
      Hercules shall, within five business days after the Company’s determination of
      its Earnout EBITDA for each fiscal quarter in 2007 as presented to the lenders
      pursuant to the Company’s senior credit facilities, pay to the Company the
      positive difference, if any, between the amount of Earnout EBITDA projected
      for
      such quarter as set forth in the forecast attached hereto as Schedule
      5.27
      (the sum
      of such amounts, the “Projected 2007 EBITDA”) minus the actual Earnout EBITDA
      for such 

     


    
      
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    quarter
      (any such positive amount, a “2007 EBITDA Shortfall”; any 2006 EBITDA Shortfall
      and 2007 EBITDA Shortfall is referred to as an “EBITDA Shortfall”), subject to
      adjustment as set forth below; provided, however that Hercules shall not be
      obligated to pay the Company more than the sum of $1.2 million plus any portion
      of the 2006 EBITDA Shortfall Cap (not in excess of $2.25 million) not previously
      paid pursuant to clause (a) above in respect of the aggregate amount of 2007
      EBITDA Shortfalls (such amount, the “2007 EBITDA Shortfall Cap”; each of the
      2006 EBITDA Shortfall Cap and the 2007 EBITDA Shortfall Cap is referred to
      as an
“EBITDA Shortfall Cap”). 

     

    (c) Annual
      True-up.
      Within
      five business days following the Company’s annual audit for 2006 or 2007, as the
      case may be, the Company shall deliver a statement to Hercules of its audited
      Earnout EBITDA for such fiscal year. In the event that the positive difference,
      if any, between the Projected 2006 EBITDA or Projected 2007 EBITDA, as the
      case
      may be, minus the audited Earnout EBITDA
      for such
      fiscal year (such difference, the “Annual True-up Amount”) is less than the
      total EBITDA Shortfalls for such fiscal year, then the Company shall promptly
      pay to Hercules the difference between the payments made by Hercules pursuant
      to
      clauses (a) or (b) above, as the case may be, and such Annual True-up Amount;
      provided, that in no event shall the Company be obligated to pay Hercules an
      amount in excess of the amounts received pursuant to either clause (a) or clause
      (b), as the case may be, with respect to such fiscal year. In the event that
      the
      Annual True-up Amount is greater than the total EBITDA Shortfalls for such
      fiscal year, then Hercules shall promptly pay to the Company the difference
      between such Annual True-up Amount and the payments made by Hercules pursuant
      to
      clauses (a) or (b) above, as the case may be; provided, that Hercules shall
      not
      be obligated to pay more than the applicable EBITDA Shortfall Cap with respect
      to either fiscal year. The audited Earnout EBITDA shall be determined in
      accordance with Section 5.2(c)(ii) and any disputes regarding the computation
      of
      annual Earnout EBITDA shall be resolved in accordance with Section
      5.2(c)(iii).

     

    (d) General
      Provisions.
      

     

    (i) Neither
      SPG nor Hercules shall be permitted to setoff any amount to which it may be
      entitled under this Agreement.

     

    (ii) No
      payments made pursuant to this Section 5.27 shall be taken into account in
      determining Estimated Earnout EBITDA or Earnout EBITDA.

     

    (iii) All
      payments made under this Section 5.27 shall be made by wire transfer of
      immediately available funds as directed by the receiving party.

     

    (iv) For
      the
      avoidance of doubt, Hercules shall not be obligated to pay in any event or
      under
      any circumstances the Company more than $5.7 million pursuant to this Section
      5.27.

     

    Any
      payment in respect of an EBITDA Shortfall or annual true-up shall be treated
      as
      an adjustment to the Redemption Price for tax purposes, unless otherwise
      required by applicable law.”

     


    
      
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              (e)

            	
               
                The following new subsection (x) is hereby added to Section 8.1(a)
                of the
                Contribution Agreement:

            


    

     

    “(x) any
      and
      all liability for costs (e.g. attorneys’ fees and filing fees) and Taxes related
      to the liquidation of FiberVisions AG.”

     

    
      	 	
              (f)

            	
               
                Schedule 1.2
                of
                the Contribution Agreement is hereby amended and replaced with
                Schedule
                1.2
                attached hereto.

            


    

     

    (g)   
Schedule
      1.3
      of the
      Contribution Agreement is hereby amended and replaced with Schedule
      1.3
      attached
      hereto.

     

    (h)   
Schedule
      5.2
      of the
      Contribution Agreement is hereby amended and replaced with Schedule
      5.2
      attached
      hereto.

     

    (i)    The
      new
Schedule
      5.27
      attached
      hereto is hereby added to the Contribution Agreement.

     

    2. Amendment
      to the Contribution Agreement.
      All
      references to the Contribution Agreement in the Stockholders’ Agreement, the
      Option Agreement, the Transition Services Agreement or any other document
      delivered in connection herewith (collectively, the “Transaction Documents”)
      shall be deemed to refer to the Contribution Agreement as amended
      hereby.

     

    3. Ratification
      of the Contribution Agreement.
      Notwithstanding anything to the contrary herein contained or any claims of
      the
      parties to the contrary, the parties agree that the Contribution Agreement
      is in
      full force and effect and shall remain in full force and effect, as further
      amended by this Amendment and each of the parties thereto, hereby ratifies
      and
      confirms its obligations thereunder.

     

    4. References;
      No Waiver.
      All
      references in the Contribution Agreement to “this Agreement,” “hereof,” “hereto”
and “hereunder” shall be deemed to be references to the Contribution Agreement
      as amended hereby, and all references in any of the Transaction Documents to
      the
      Contribution Agreement shall be deemed to be to the Contribution Agreement
      as
      amended hereby.

     

    5. Governing
      Law.
      This
      Amendment shall be governed by and construed in accordance with the laws of
      the
      State of Delaware.

     

    [SIGNATURES
      ARE ON THE FOLLOWING PAGE]

     


    
      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
      day
      and year first above written.

     

    HERCULES
      INCORPORATED

    


    


    By:                          
      

    Name:                                   

    Title:                                    


    


    WSP,
      INC.

    


    


    By:                                      

    Name:                                    

    Title:                                    


    


    SPG/FV
      INVESTOR LLC

    


    


    By:                                      

    Name:                                    

    Title:                                    


    


    FIBERVISIONS
      DELAWARE CORPORATION

    


    


    By:                                      

    Name:                                   

    Title:                        

     


    
      
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    Schedule
      1.2

     

    Permitted
      Encumbrances

     

     

    
      	1.  	
              See
                Item 1(ii) of Schedule 3.2.

            


    

     

     

    
      	2.  	
              Georgia
                Department of Transportation (“DOT”) is in the process of purchasing
                approximately 0.741 acres as a right of way (“R/W”) from the Company along
                Alcovy Road in connection with a road widening project. DOT is offering
                $121,455.00 as fair market value for the property and damages. At
                the same
                time, the City of Covington in the County of Newton, and the State
                of
                Georgia, (the “City”) is seeking an easement to install a 24” water main
                on FiberVisions’ property along Alcovy Road, part of which would be in the
                requested DOT R/W and would not be part of such R/W. The City and
                the DOT
                have not yet resolved between themselves whether their plans are
                incompatible. These items are pending. FiberVisions expects to complete
                the transaction with DOT and address the City after the City and
                the DOT
                have resolved any issues between them. Compensation from the City
                has not
                been determined yet.

            


    

     

     

    
      	3.  	
              See
                Schedule 3.20(j)- Open Relocation Cases


            


    

     

     

    
      	4.  	
              See
                Item 1 of Schedule 3.10(b).

            


    

     


    
      
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    Schedule
      1.3

     

    Subsidiaries

     

    
      	1.  	
              FiberVisions
                Incorporated

            


    

    
      	2.  	
              FiberVisions
                A/S

            


    

    
      	3.  	
              Covington
                Holdings, Inc. 

            


    

    
      	4.  	
              Athens
                Holdings, Inc. 

            


    

    
      	5.  	
              FiberVisions
                Products, Inc. 

            


    

    
      	6.  	
              FiberVisions
                GmbH

            


    

    
      	7.  	
              FiberVisions
                (China) A/S

            


    

    
      	8.  	
              FiberVisions
                (China) Textile Products Ltd.

            


    

    
      	9.  	
              FV
                Holdings, Inc. 

            


    

    
      	10.  	
              FiberVisions,
                L.P.

            


    

    
      	11.  	
              ES
                FiberVisions, Inc. 

            


    

    
      	12.  	
              ES
                FiberVisions Holdings ApS

            


    

    
      	13.  	
              ES
                FiberVisions LP

            


    

    
      	14.  	
              ES
                FiberVisions ApS

            


    

    
      	15.  	
              ES
                FiberVisions Hong Kong Ltd. 

            


    

    
      	16.  	
              FiberVisions
                AG

            


    

    


    



    
      
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    Schedule
      5.2

     

    Earnout
      EBITDA

     

    The
      Earnout EBITDA shall be calculated as follows for the 2006 and 2007 Preferential
      Distribution Payment:

    


    Consolidated
      EBITDA*..................                                    
      XXX

    


    Adjustment
      for Incremental Standalone Costs

    Add
      back
      actual Standalone Costs (see definition below) in excess 

    of
      $
      4,000,000 in 2006 and $ 4,000,000 x (1+CPI Inflation Rate) in

    2007.
      (If
      actual Standalone Costs are less than above targets, no 

    adjustment
      will be made.)                              
      XXX 

    


    Adjustment
      for Acquisitions

    Deduct
      EBITDA amounts directly attributable to incremental

    business
      obtained via business combination. EBITDA should 

    include
      as a deduction any one-time transaction or transition costs

    related
      to the business combination.                             
      XXX

    


         
      ______

    Earnout
      EBITDA                                
$
      XXX

    


    


    *
      “Consolidated EBITDA” shall have the same meaning as the definition thereof in
      the Credit Agreement dated as of March 31, 2006 among the Company, SPG, FV
      Denmark, Credit Suisse, Cayman Islands Branch, as Administrative Agent and
      Collateral Agent, ________, as Syndication Agent, Societe Generale, as
      Documentation Agent, and Credit Suisse Securities (USA) LLC, as sole bookrunner
      and sole lead arranger, as it may be amended from time to time, with the
      following exceptions:

    


    -The
      final two provisos of the definition of “Consolidated EBITDA” (regarding the
      Total Leverage Ratio and the deemed Consolidated EBITDA for the fiscal quarters
      ended September 30, 2006 and December 31, 2006) shall not be
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    Definitions

    


    Definition
      of Incremental Standalone Costs

    Incremental
      Standalone Costs are selling, general and administrative

    and
      research and development expenses associated with an increase

    in
      personnel or real capabilities over and above the personnel and 

    capabilities
      as reported in the S, G&A and R&D (lines 3 and 5) in 

    the
      Financial Statements ended September 30, 2005. Cost increases

    attributable
      to inflation or ordinary business activities and not 

    associated
      with any expansion of personnel or capabilities should

    not
      be
      included as Incremental Standalone Costs.

    


    Incremental
      Standalone Costs contemplated for 2006 are shown below,

    but
      are
      not limited to these costs or capabilities.

    


    Transition
      Services obtained from Hercules Incorporated will be

    included
      as Incremental Standalone Costs.

    


    The
      threshold amount for Incremental Standalone Costs for 2006

    will
      be
      $4,000,000. The threshold amount for Incremental Standalone 

    Costs
      for
      2007 will be $4,000,000 adjusted by the 2006 full year CPI.

    


    


    


     


    
      
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    Schedule
      5.27

    Projected
      2006 and 2007 EBITDA

     

    


    Projected
      2006 EBITDA ($ amounts in millions):

    


    First
      Quarter - $4.9*

    


    Second
      Quarter - $5.9

    


    Third
      Quarter - $6.4

    


    Fourth
      Quarter - $7.3

    


    Full
      Year
      - $24.5

    


    Projected
      2007 EBITDA** ($ amount in millions):

    


    First
      Quarter - $5.6

    


    Second
      Quarter - $6.3

    


    Third
      Quarter - $6.1

    


    Fourth
      Quarter - $6.5

    


    Full
      Year
      - $24.5

    


    *
      The
      first quarter 2006 projected EBITDA is provided for purposes of determining
      the
      Annual True-up Amount only. No first quarter 2006 EBITDA Shortfall is to be
      considered.

    


    **
      The
      parties acknowledge that the projections to lenders is $27.0 million and the
      parties have agreed to the projections above for the purpose of this Section
      5.27 only.

     

    
      
        
        

      

      
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