Exhibit
10.1  EXECUTION VERSION  AMENDMENT
NO. 2 TO CREDIT AGREEMENT  AMENDMENT NO. 2 TO CREDIT AGREEMENT (this Amendment),
dated as of September 17, 2009, among POLYMER GROUP, INC., a Delaware
corporation (the Borrower), the Lenders party hereto and CITICORP
NORTH AMERICA, INC., as Administrative Agent (in such capacity, the Administrative
Agent), amends that certain Credit Agreement (as amended, modified or
waived prior to the date hereof, the Credit Agreement), dated as of November 22,
2005, among the Borrower, each Person from time to time party thereto as a
Lender, CITICORP NORTH AMERICA, INC., as Administrative Agent, Documentation
Agent, Syndication Agent and Collateral Agent, and CITIGROUP GLOBAL MARKETS
INC., as sole lead arranger and sole bookrunner (the Lead Arranger).  Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Credit
Agreement.  W I T N E S S E T H:  WHEREAS, the Borrower has requested and certain
Revolving Lenders (Extending Revolving Lenders) have agreed to extend
the maturity of all or a portion of their Revolving Credit Commitments and Revolving
Loans;  WHEREAS, the Borrower has requested and certain Term
Lenders (Extending Term Lenders) have agreed to extend the maturity of
all or a portion of their Term Loans; and  WHEREAS, the Borrower has requested that the Lenders
agree to amend certain provisions of the Credit Agreement as provided for
herein;  NOW, THEREFORE, in consideration of the premises and
the agreements, provisions and covenants herein contained, the parties hereto
agree as follows:  Section 1.     Amendments to Credit Agreement.  Effective as of the Amendment Effective Date
(as defined below), the Credit Agreement is amended as follows:  (a)           Amendments to Section 1.1:
Defined Terms.  (i)The following
definitions shall be added in proper alphabetical sequence:  (A)Amendment No. 2
means Amendment No. 2 to this Agreement, effective as of the Second
Amendment Effective Date.  (B)Cash
Collateralize means, in respect of an obligation, to provide and pledge
(as a first priority perfected security interest) cash collateral in Dollars,
at a location and pursuant to documentation in form and substance reasonably
satisfactory to each of the Administrative Agent, the Issuing Bank (in the case
of obligations owing to the Issuing Bank) and the Swingline Lender (in the case
of obligations owing to the Swingline Lender) (and Cash Collateral and
Cash Collateralization have corresponding meanings).  (C)Defaulting
Lender means, at any time, a Lender as to which the Administrative Agent
has notified the Borrower that (i) such Lender has failed for three or
more Business Days to comply with its obligations under


this
Agreement to make a Loan, make a payment to the Issuing Bank in respect of an
LC Disbursement and/or make a payment to the Swingline Lender in respect of a
Swingline Loan (each a funding obligation), (ii) such Lender has
notified the Administrative Agent, or has stated publicly, that it will not comply
with any such funding obligation hereunder, or has defaulted on its funding
obligations under any other loan agreement or credit agreement or other similar
agreements, (iii) such Lender has, for three or more Business Days, failed
to confirm in writing to the Administrative Agent, in response to a written
request of the Administrative Agent (a copy of which was sent to the Borrower),
that it will comply with its funding obligations hereunder or (iv) a Lender
Insolvency Event has occurred and is continuing with respect to such
Lender.  Any determination that a Lender
is a Defaulting Lender under clauses (i) through (iv) above will be
made by the Administrative Agent in its reasonable discretion acting in good
faith.  The Administrative Agent will
promptly send to all parties hereto a copy of any notice to the Borrower
provided for in this definition.  (D)Existing
Revolving Credit Tranche shall have the meaning provided in Section 2.21(b).  (E)Existing
Revolving Loans shall have the meaning provided in Section 2.21(b).  (F)Existing
Term Loan Tranche shall have the meaning provided in Section 2.21(a).  (G)Existing
Tranche means any Existing Term Loan Tranche or Existing Revolving Credit
Tranche.  (H)Extended
Loans/Commitments means Extended Term Loans and/or Extended Revolving
Credit Commitments.  (I)Extended
Revolving Credit Commitments shall have the meaning provided in Section 2.21(b).  (J)Extended
Revolving Loans shall have the meaning provided in Section 2.21(b).  (K)Extended
Term Loans shall have the meaning provided in Section 2.21(a).  (L)Extending
Lender shall have the meaning provided in Section 2.21(c).  (M)Extension
Amendment shall have the meaning provided in Section 2.21(d).  (N)Extension
Date means any date on which any Existing Term Loan Tranche or Existing
Revolving Credit Tranche is converted to extend the related scheduled maturity
date(s) in accordance with Section 2.21.  2


(O)Extension
Election shall have the meaning provided in Section 2.21(c).  (P)Extension
Request means any Term Loan Extension Request or Revolving Credit Extension
Request.  (Q)Extension
Series means all Extended Term Loans or Extended Revolving Credit
Commitments that are established pursuant to the same Extension Amendment (or
any subsequent Extension Amendment to the extent such Extension Amendment
expressly provides that the Extended Term Loans or Extended Revolving Credit
Commitments, as applicable, provided for therein are intended to be a part of
any previously established Extension Series).  (R)Lender
Insolvency Event means that (i) a Lender or its Parent Company is
insolvent, or is generally unable to pay its debts as they become due, or
admits in writing its inability to pay its debts as they become due, or makes a
general assignment for the benefit of its creditors, or (ii) such Lender or its
Parent Company is the subject of a bankruptcy, insolvency, reorganization,
liquidation or similar proceeding, or a receiver, trustee, conservator,
intervenor or sequestrator or the like has been appointed for such Lender or
its Parent Company, or such Lender or its Parent Company has taken any action
authorizing or indicating its consent to or acquiescence in any such proceeding
or appointment.  (S)Non-Defaulting
Lender means, at any time, a Lender that is not a Defaulting Lender.  (T)Parent
Company means, with respect to a Lender, the bank holding company (as
defined in Federal Reserve Board Regulation Y), if any, of such Lender, and/or
any Person owning, beneficially or of record, directly or indirectly, a
majority of the shares of such Lender.  (U)Permitted
Refinancing Debt means senior secured or unsecured notes or loans of the
Borrower issued for cash (which notes or loans, if secured, may either be
secured by a first priority Lien on the Collateral that is pari passu with the
Lien securing the Obligations or may be secured by a Lien ranking junior to the
Lien on the Collateral securing the Obligations), (a) the terms of which
do not provide for any scheduled repayment, mandatory redemption or sinking
fund obligations prior to the latest Term Loan Maturity Date (other than
customary offers to repurchase upon a change of control, asset sale or event of
loss, customary acceleration rights after an event of default and, in the case
of Permitted Refinancing Debt in the form of loans, amortization payments not
in excess of 1% per annum), (b) the covenants, events of default,
guarantees, collateral and other terms of which (other than interest rate and
redemption premiums), taken as a whole, are not more restrictive to the
Borrower and the Subsidiaries than those in this Agreement and (c) of
which no Subsidiary of the Borrower (other than a Subsidiary Loan Party) is an
obligor and which are not secured by any assets other than the Collateral.  3


(V)Permitted
Refinancing Debt Documents means any document or instrument issued or
executed and delivered with respect to any Permitted Refinancing Debt (or any
Permitted Refinancing thereof permitted by Section 6.01(xvi)) by
any Loan Party.  (AA)Permitted
Refinancing Debt Obligations means all advances to, and debts,
liabilities, obligations, covenants and duties of, any Loan Party arising under
any Permitted Refinancing Debt Document, whether direct or indirect (including
those acquired by assumption), absolute or contingent, due or to become due,
now existing or hereafter arising and including interest and fees that accrue
after the commencement by or against any Loan Party or any Affiliate thereof of
any proceeding under any bankruptcy or insolvency law naming such Person as the
debtor in such proceeding, regardless of whether such interest and fees are allowed
claims in such proceeding.  (BB)Revolving
Credit Extension Request shall have the meaning provided in Section 2.21(b).  (CC)Second
Amendment Effective Date means September 17, 2009.  (DD)Term Loan
Extension Request shall have the meaning provided in Section 2.21(a).  (EE)Tranche
means, with respect to (i) any Term Loan, whether such Term Loan is a
Tranche 1 Term Loan, Tranche 2 Term Loan or such other Tranche of Term Loan
created pursuant to an Extension Amendment, (ii) any Revolving Credit
Commitment, whether such Revolving Credit Commitment is a Tranche 1 Revolving
Credit Commitment, Tranche 2 Revolving Credit Commitment or such other Tranche
of Revolving Credit Commitment created pursuant to an Extension Amendment and (iii) any
Revolving Loan, whether such Revolving Loan is a Tranche 1 Revolving Loan,
Tranche 2 Revolving Loan or such other Tranche of Revolving Loan created
pursuant to an Extension Amendment.  (FF)Tranche 1
Revolving Credit Commitment means, with respect to each Revolving Lender,
the commitment of such Revolving Lender to make Tranche 1 Revolving Loans and
to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed
in each case as an amount representing the maximum principal amount of such
Revolving Lenders Revolving Credit Exposure of such Tranche hereunder, as the
same may be reduced from time to time pursuant to the provisions of this
Agreement.  (GG)Tranche 1
Revolving Loans means Revolving Loans made in respect of Tranche 1
Revolving Credit Commitments.  (HH)Tranche 1
Term Loans means all Term Loans other than Tranche 2 Term Loans or any
other Extended Term Loans converted pursuant to an Extension Amendment.  4


(II)Tranche 2
Revolving Credit Commitment means, with respect to each Revolving Lender,
the commitment of such Revolving Lender to make Tranche 2 Revolving Loans and
to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed
in each case as an amount representing the maximum principal amount of such
Revolving Lenders Revolving Credit Exposure of such Tranche hereunder, as the
same may be reduced from time to time pursuant to the provisions of this
Agreement.  (JJ)Tranche 2
Revolving Loans means Revolving Loans made in respect of Tranche 2
Revolving Credit Commitments.  (KK)Tranche 2
Term Loans means Term Loans converted to Tranche 2 Term Loans on the
Second Amendment Effective Date pursuant to Section 2.21(f) or
thereafter pursuant to the terms of an Extension Amendment.  (ii)The definition
of Acquisition Consideration is amended and restated as follows:  Acquisition
Consideration means the purchase consideration for any Permitted
Acquisition and all other payments by the Borrower or any of its Subsidiaries
in exchange for, or as part of, or in connection with any Permitted Acquisition,
whether paid in cash or by the transfer of other assets of the Borrower or any
of its Subsidiaries (other than Equity Interests of the Borrower or proceeds
from the issuance thereof) or deferred for payment at any future time, and all
payments representing the purchase price and any contingent consideration
recorded as a liability as required by GAAP.  (iii)The definition
of Alternate Base Rate is amended and restated as follows:  Alternate Base Rate means for any day, a
rate per annum equal to the highest of (a) the Administrative Agents Base
Rate in effect on such day, (b) 0.5% perannum
above the latest three-week moving average of secondary market morning offering
rates in the United States for three-month certificates of deposit of major
United States money market banks, such three-week moving average being
determined weekly on each Monday (or, if any such day is not a Business Day, on
the next succeeding Business Day) for the three-week period ending on the next
previous Friday by the Administrative Agent on the basis of such rates reported
by certificate of deposit dealers to and published by the Federal Reserve Bank
of New York or, if such publication shall be suspended or terminated, on
the basis of quotations for such rates received by the Administrative Agent
from three New York certificate of deposit dealers of recognized standing
selected by the Administrative Agent, in either case adjusted to the nearest
0.25% or, if there is no nearest 0.25%, to the next higher 0.25% (the Certificate
of Deposit Rate), (c) the Federal Funds Rate in effect on such day
plus 1/2 of 1% and (d) with respect to Tranche 2 Term Loans and Tranche 2
Revolving Loans, 3.50%.  Any change in
the Alternate Base Rate due to a change in the Base Rate, the Certificate of
Deposit Rate or the Federal Funds Rate shall be effective as of the opening of
business on the effective day of such change in  5


the Base Rate, the Certificate of Deposit Rate or the Federal Funds
Rate, respectively.  (iv)The definition
of Applicable Rate is amended and restated as follows:  Applicable Rate means, for any day, (i) with
respect to Tranche 1 Term Loans, (A) 1.25% per annum,
in the case of ABR Loans, and (B) 2.25% per annum, in
the case of Eurodollar Loans, (ii) with respect to Tranche 2 Term Loans, (A) 3.50%
per annum, in the case of ABR Loans, and (B) 4.50% per annum,
in the case of Eurodollar Loans, (iii) with respect to any other Tranches
of Term Loans established after the Second Amendment Effective Date, the rates
set forth in the applicable Extension Amendment, (iv) with respect to Tranche 1
Revolving Loans, (A) before the Trigger Date, (x) 1.25%per annum, in the case of ABR Loans, and
(y) 2.25% per annum, in the case of Eurodollar Loans,
and (B) on and after the applicable Trigger Date, the applicable rate per annumset forth in the table below (x) under the caption ABR
Tranche 1 Revolving Loans Spread, in the case of ABR Loans, and (y) under
the caption Eurodollar Tranche 1 Revolving Loans Spread, in the case of
Eurodollar Loans, in each case based upon the Total Leverage Ratio as of the
most recent determination date, (v) with respect to Tranche 2 Revolving
Loans, (A) before the Trigger Date, (x) 3.50% per annum,
in the case of ABR Loans, and (y) 4.50% per annum, in the
case of Eurodollar Loans and (B) on and after the applicable Trigger Date,
the applicable rate per annumset
forth in the table below (x) under the caption ABR Tranche 2 Revolving
Loans Spread, in the case of ABR Loans, and (y) under the caption Eurodollar
Tranche 2 Revolving Loans Spread, in the case of Eurodollar Loans, in each
case based upon the Total Leverage Ratio as of the most recent determination
date, and (vi) with respect to any other Tranches of Revolving Loans
established after the Second Amendment Effective Date, the rates set forth in
the applicable Extension Amendment.  In
addition, the Applicable Rate in respect of Tranche 2 Term Loans shall be
adjusted as provided in clause (y) of Section 2.21.  Total
  Leverage Ratio
  
  ABR
  Tranche 1
  Revolving
  Loans
  Spread
  
  Eurodollar
  Tranche 1
  Revolving Loans
  Spread
  
  ABR
  Tranche 2
  Revolving
  Loans
  Spread
  
  Eurodollar
  Tranche 2
  Revolving
  Loans
  Spread>3.00 to 1.00
  
  1.25
  %
  2.25
  %
  3.50
  %
  4.50
  %<3.00 to 1.00
  >2.50 to 1.00
  
  1.00
  %
  2.00
  %
  3.25
  %
  4.25
  %<2.50 to 1.00
  
  0.75
  %
  1.75
  %
  3.00
  %
  4.00
  %  For purposes of such calculation of the
Applicable Rate with respect to Tranche 1 Revolving Loans and Tranche 2
Revolving Loans on and after the applicable Trigger Date, (i) the Total
Leverage Ratio shall be determined as of the end of each fiscal quarter of the
Borrowers fiscal year based upon the Borrowers  6


consolidated financial
statements delivered pursuant to Section 5.01(a) or (b) and
(ii) each change in the Applicable Rate resulting from a change in the Total
Leverage Ratio shall be effective three (3) Business Days after the date
on which the Administrative Agent shall have received the applicable financial
statements and a Compliance Certificate calculating the Total Leverage
Ratio.  If at any time the Borrower has
not submitted to the Administrative Agent the applicable information as and
when required under Section 5.01(a) or (b), the Applicable
Rate shall be the highest rate set forth in the table above until such time as
the Borrower has provided the information required under Section 5.01(a) or
(b).  Within one (1) Business Day
of receipt of the applicable information as and when required under Section 5.01(a) or
(b), the Administrative Agent shall give each Lender telefacsimile or
telephonic notice (confirmed in writing) of the Applicable Rate in effect from
such date.  (v)The definition
of Commitment Fee Percentage is amended and restated as follows:  Commitment Fee Percentage means (i) 0.50%
per annum in the case of Tranche 1 Revolving Credit Commitments, (ii) 0.75%
per annum in the case of Tranche 2 Revolving Credit Commitments and (iii) such
percentage as set forth in the applicable Extension Amendment in the case of
any other Tranche of Revolving Credit Commitments; provided, however,
that, in the case of Tranche 1 Revolving Credit Commitments, after the Trigger
Date applicable thereto, the Commitment Fee Percentage shall mean the applicable
percentage set forth in the table below under the appropriate caption:  Total Leverage Ratio
  
  Tranche 1 Commitment Fee
  Percentage>2.50:1
  
  0.500
  %<2.50:1
  
  0.375
  %  For purposes of such calculation of the
Commitment Fee Percentage with respect to Tranche 1 Revolving Credit
Commitments on and after the Trigger Date, (i) the Total Leverage Ratio
shall be determined as of the end of each fiscal quarter of the Borrowers
fiscal year based upon the Borrowers consolidated financial statements
delivered pursuant to Section 5.01(a) or (b) and (ii) each
change in the Commitment Fee Percentage resulting from a change in the Total
Leverage Ratio shall be effective three (3) Business Days after the date on
which the Administrative Agent shall have received the applicable financial
statements and a Compliance Certificate calculating the Total Leverage
Ratio.  If at any time the Borrower has
not submitted to the Administrative Agent the applicable information as and
when required under Section 5.01(a) or (b), the
Commitment Fee Percentage shall be the higher rate set forth in the table above
until such time as the Borrower has provided the information required under Section 5.01(a) or
(b).  Within one (1) Business
Day of receipt of the applicable information as and when required under Section 5.01(a) or
(b), the Administrative Agent shall give each Lender telefacsimile or
telephonic notice (confirmed in writing) of the Commitment Fee Percentage in effect
from such date.  (vi)The definition
of Interest Period is amended by inserting the phrase next succeeding
before each reference to Revolving Credit Maturity Date therein.  7


(vii)The definition of
LIBO Rate is amended and restated as follows:  LIBO
Rate means, with respect to any Eurodollar Borrowing for any Interest
Period the higher of (a) (i) the rate appearing on Page 3750 of the Telerate
Service (or on any successor or substitute page of such Service, or any successor
to or substitute for such Service, providing rate quotations comparable to
those currently provided on such page of such Service, as determined by
the Administrative Agent from time to time for purposes of providing quotations
of interest rates applicable to dollar deposits in the London interbank market)
at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for Dollar deposits with a
maturity comparable to such Interest Period, or in the event that such rate is
not available, (ii) then the rate supplied to the Administrative Agent at
its request quoted by the Reference Banks in the London interbank market as of
the day two Business Days prior to the commencement of such Interest Period as
the rate for Dollar deposits with a maturity comparable to such Interest
Period, and (b) with respect to Tranche 2 Term Loans and Tranche 2
Revolving Loans, 2.50% per annum.  (viii)The definition
of QRTC Amount shall be amended by replacing $75.0 million with $90.0
million.  (ix)The definition
of Revolving Credit Commitment Period is amended and restated as follows:  Revolving Credit Commitment Period
means (i) with respect to the Tranche 1 Revolving Credit Commitments, the
period from and including the Effective Date to but not including the Tranche 1
Revolving Credit Maturity Date or any earlier date on which the Tranche 1
Revolving Credit Commitments to make Revolving Loans pursuant to Section 2.01
shall terminate as provided herein, (ii) with respect to the Tranche 2
Revolving Credit Commitments, the period from and including the Second
Amendment Effective Date to but not including the Tranche 2 Revolving Credit
Maturity Date or any earlier date on which the Tranche 2 Revolving Credit
Commitments to make Revolving Loans pursuant to Section 2.01 shall
terminate as provided herein and (iii) with respect to any other Tranche
of Revolving Credit Commitments, the period from and including the date such
Tranche of Revolving Credit Commitments is established to but not including the
maturity date set forth in the applicable Extension Amendment or any earlier
date on which such Tranche of Revolving Credit Commitments to make Revolving
Loans pursuant to Section 2.01 shall terminate as provided
herein.  Unless the context otherwise
requires, references to the Revolving Credit Commitment Period in this
Agreement shall mean the Revolving Credit Commitment Period ending on the
latest Revolving Credit Maturity Date then in effect.  (x)The definition
of Revolving Credit Exposure is amended and restated as follows:  Revolving Credit Exposure means with
respect to any Revolving Lender at any time, (i) in the case of the Total
Revolving Credit Commitment, the sum of (a) the aggregate principal amount
at such time of all outstanding Revolving Loans of such Revolving Lender, plus (b) such
Revolving Lenders LC Exposure at such time, plus (c) such Revolving
Lenders Commitment Percentage  8


of the aggregate principal
amount at such time of all outstanding Swingline Loans and (ii) in the
case of the Revolving Credit Commitments of any single Tranche, the sum of (x) the
aggregate principal amount at such time of all outstanding Revolving Loans of
such Tranche of such Revolving Lender, plus (y) such Revolving Lenders LC
Exposure at such time multiplied by a fraction, with the numerator equal to the
Revolving Credit Commitments of such Tranche held by such Lender and with the denominator
equal to the aggregate Revolving Credit Commitments held by such Lender, plus (z) such
Revolving Lenders Commitment Percentage of the aggregate principal amount at
such time of all outstanding Swingline Loans multiplied by a fraction, with the
numerator equal to the Revolving Credit Commitments of such Tranche held by
such Lender and with the denominator equal to the aggregate Revolving Credit
Commitments held by such Lender.  (xi)The definition
of Revolving Credit Maturity Date is amended and restated as follows:  Revolving Credit Maturity Date means
(i) November 22, 2010, in the case of the Tranche 1 Revolving Credit
Commitments (the Tranche 1 Revolving Credit Maturity Date), (ii) November 22,
2013, in the case of the Tranche 2 Revolving Credit Commitments (the Tranche
2 Revolving Credit Maturity Date); provided that if, on August 24,
2012 more than $10,000,000 of Tranche 1 Term Loans remain outstanding (it being
understood that outstanding for this purpose shall include Tranche 1 Term
Loans converted to Extension Term Loans that mature on or prior to February 20,
2014 and that are outstanding on August 24, 2012), the Tranche 2 Revolving
Credit Maturity Date shall be August 24, 2012 and (iii) the maturity date
set forth in the applicable Extension Amendment, in the case of any other
Tranche of Revolving Credit Commitments. 
Unless the context otherwise requires, references to the Revolving
Credit Maturity Date in this Agreement shall mean the latest maturity date of
any Tranche of Revolving Credit Commitments then in effect.  (xii)The definition
of Term Loan Maturity Date is amended and restated as follows:  Term Loan Maturity Date means (i) November 22,
2012, in the case of the Tranche 1 Term Loans (the Tranche 1 Term Loan
Maturity Date), (ii) November 22, 2014, in the case of the
Tranche 2 Term Loans (the Tranche 2 Term Loan Maturity Date) and (iii) the
maturity date set forth in the applicable Extension Amendment, in the case of
any other Tranche of Term Loans.  (xiii)The definition
of Trigger Date is amended and restated as follows:  Trigger Date means (i) in the case
of Tranche 1 Revolving Credit Commitments and Tranche 1 Revolving Loans, the
date on which a Compliance Certificate for the first quarter ending after the
Effective Date shall have been received by the Administrative Agent pursuant to
Section 5.01(a) or (b) and (ii) in the case of Tranche 2 Revolving
Credit Commitments and Tranche 2 Revolving Loans, the date on which a
Compliance Certificate for the first quarter ending after the Second Amendment
Effective Date shall have been received by the Administrative Agent pursuant to
Section 5.01(a) or (b).  9


(b)           Amendments to Section 2:  Amount and Terms of Credit.  (i)Section 2.01(a) is
amended and restated as follows:  (a)       Subject
to the terms and conditions hereof, (i) each Term Lender severally agrees
to make a Term Loan in Dollars to the Borrower on the Effective Date in a
principal amount not exceeding its Term Commitment and (ii) with respect
to each Tranche of Revolving Credit Commitments, each Revolving Lender holding
Revolving Credit Commitments of such Tranche severally agrees to make Revolving
Loans in Dollars to the Borrower from time to time during the Revolving Credit
Commitment Period applicable to such Tranche. 
Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed.  During the Revolving Credit Commitment Period
the Borrower may use the Revolving Credit Commitments by borrowing, prepaying
the Revolving Loans in whole or in part, and reborrowing, all in accordance
with the terms and conditions hereof. 
Notwithstanding anything to the contrary contained in this Agreement, in
no event may Revolving Loans be borrowed under this Article II if,
after giving effect thereto (and to any concurrent repayment or prepayment of
Loans), (i) the Aggregate Revolving Credit Exposure would exceed the Total
Revolving Credit Commitment then in effect, (ii) the Revolving Credit
Exposure of any Revolving Lender would exceed such Revolving Lenders Revolving
Credit Commitment or (iii) the Revolving Credit Exposure of any Revolving
Lender with respect to any particular Tranche would exceed such Revolving
Lenders Revolving Credit Commitment with respect to such Tranche..  (ii)Section 2.03
is amended by:  (A)replacing
clause (ii) of the proviso in the final sentence of paragraph (a) thereof
with the following: (ii) no Loan may be converted into a Eurodollar Loan
after the date that is one month prior to the applicable Revolving Credit
Maturity Date or the applicable Term Loan Maturity Date, as the case may be, of
such Loan; and  (B)replacing
clause (ii) of the first proviso in the first sentence of paragraph (b) thereof
with the following: after the date that is one month prior to the applicable
Revolving Credit Maturity Date or the applicable Term Loan Maturity Date, as
the case may be, of such Loan.  (iii)Section 2.04(a) is
amended by replacing clause (ii) of the first sentence thereof with the
following:  (ii)       the principal amount of any borrowing of
Swingline Loans may not exceed the aggregate amount of the Available Revolving
Credit Commitments of all Revolving Lenders immediately prior to such borrowing
or result in (1) the Aggregate Revolving Credit Exposure then outstanding
exceeding the Total Revolving Credit Commitments then in effect or (2) the
Revolving Credit Exposure of any Revolving Lender exceeding the Revolving
Credit Commitments of such Lender then in effect, and.  10


(iv)Section 2.05(c)(iii) is
amended and restated as follows:  (c)       (iii) 
If the Borrower or any of its Subsidiaries shall receive Net Proceeds from any
Asset Sale, 100% of such Net Proceeds shall be applied within three Business
Days after receipt thereof toward the prepayment of the Loans in accordance
with Section 2.05(e) below; provided that (x) 50% of the
Net Proceeds from Asset Sales permitted by Section 6.05 (the Reinvestment
Portion) shall not be required to be applied as provided herein on such date
if and to the extent that (1) no Default or Event of Default then exists
or would arise therefrom and (2) the Borrower delivers an officers
certificate to the Administrative Agent on or prior to the date of such Asset
Sale stating that such Reinvestment Portion shall be reinvested or committed to
be reinvested in capital assets of the Borrower or any Subsidiary in each case
within 180 days following the date of such Asset Sale (which certificate shall
set forth the estimates of the proceeds to be so expended), (y) all
Reinvestment Portion shall be held in the Collateral Account and released
therefrom only in accordance with the terms of the Security Agreement, and (z) if
all or any portion of Reinvestment Portion not so applied as provided herein is
not so used within such 180-day period (or if, prior to such 180th day, the
Borrower or any such Subsidiary shall have entered into a binding agreement to
so use any Reinvestment Portion, within 360 days following the date of such
binding agreement), such remaining portion shall be applied on the last day of
such period as specified in this subsection (c)(iii); provided, further,
if the Property subject to such Asset Sale constituted Collateral under the
Security Documents, then any capital assets purchased with the Reinvestment
Portion thereof pursuant to this subsection shall be mortgaged or pledged, as
the case may be, to the Collateral Agent, for its benefit and for the benefit
of the other Secured Parties in accordance with Section 5.11.  (v)Section 2.05(d) is
amended and restated as follows:  (d)      The Term Loans shall be repaid in
consecutive quarterly installments on each March 31, June 30, September 30
and December 31 (each such day, together with each Term Loan Maturity
Date, an Installment Payment Date), commencing on March 31, 2006,
in an aggregate amount equal to 0.25% of aggregate principal amount of the Term
Loans outstanding on the Effective Date; provided that, following each
Term Loan Maturity Date, such amount shall be reduced to 0.25% of aggregate
principal amount of the Term Loans outstanding on such Term Loan Maturity Date
(after giving effect to all repayments made on such Term Loan Maturity Date)
(as such installments may be reduced as a result of prepayments of Term Loans
in accordance with Section 2.05(e)).  On the Term Loan Maturity Date of each
Tranche of Term Loans, the remaining outstanding Term Loans of such Tranche
shall be repaid..  (vi)Section 2.05(e)(i) is
amended and restated as follows:  (e)(i)  All optional and mandatory prepayments
in respect of Term Loans under this Agreement (including prepayments required
by Section 6.01(xvi), but excluding any prepayments required by Section 2.05(c)(iii) and
(iv)) shall be applied, at the direction of the Borrower, either (x) pro
rata across  11


all
Tranches of Term Loans or (y) to the Tranches of Term Loans in sequential
order based on the Term Loan Maturity Date of such Tranche (beginning with the
Tranche with the earliest such Term Loan Maturity Date and with no such
prepayments applied to any Tranche until all Term Loans of all earlier-maturing
Tranches have been paid in full). 
Prepayments required by Section 2.05(c)(iii) and (iv) shall
be applied pro rata across all Tranches of Term Loans.  Within each Tranche of Term Loans,
prepayments shall be applied (x) first, to reduce remaining scheduled installments
of principal due in respect of outstanding Term Loans of such Tranche under Section 2.05(d) in
direct order of maturity up to but not including the first scheduled
installment due after the date that is 24 months following the date of such
prepayment and (y) second, to reduce the remaining scheduled installments
of principal due in respect of outstanding Term Loans of such Tranche under Section 2.05(d) on
a pro rata basis. Notwithstanding the foregoing, with respect to the Net
Proceeds of an Asset Sale (solely to the extent with respect to any
Collateral), the Borrower may use a portion of such Net Proceeds to prepay or
repurchase Permitted Refinancing Debt (to the extent secured by Liens on the
Collateral that are pari passu with Liens on the Collateral securing the
Obligations) to the extent any applicable Permitted Refinancing Debt Document
requires the issuer or borrower of such Permitted Refinancing Debt to prepay or
make an offer to purchase such Permitted Refinancing Debt with the proceeds of
such Asset Sale, in each case in an amount not to exceed the product of (x) the
amount of such Net Proceeds multiplied by (y) a fraction, the numerator of
which is the outstanding principal amount of such Permitted Refinancing Debt
with respect to which such a requirement to prepay or make an offer to purchase
exists and the denominator of which is the sum of the outstanding principal amount
of such Permitted Refinancing Debt and the outstanding principal amount of Term
Loans; provided that prior to or concurrently with any such prepayment
or repurchase, the Borrower shall have prepaid Term Loans on at least a pro
rata basis (based on outstanding principal amount) as the applicable Permitted
Refinancing Debt being prepaid or repurchased..  (vii)Section 2.06(c) is
amended and restated as follows:  (c)       Expiration Date.  Each Letter of Credit shall expire at or
prior to the close of business on the earlier of (i) the date one year
after the date of the issuance of such Letter of Credit (or, in the case of any
renewal or extension thereof, one year after such renewal or extension) and (ii) the
date that is five Business Days prior to the next succeeding Revolving Credit
Maturity Date; provided that, subject to clause (i) above, a Letter
of Credit may provide that it expires after such next succeeding Revolving
Credit Maturity Date if (w) there exists a subsequent Revolving Credit
Maturity Date, (x) on the date of issuance, the sum of (1) the face
amount of such Letter of Credit plus (2) the aggregate LC Exposure in
respect of all other Letters of Credit with expiration dates following the
fifth Business Day prior to the next succeeding Revolving Credit Maturity Date
plus (3) the aggregate outstanding principal amount of Revolving Loans
maturing after the next succeeding Revolving Credit Maturity Date does not exceed
the aggregate amount of the Revolving Credit Commitments on the date of issuance
that are scheduled to terminate after the next succeeding Revolving Credit
Maturity Date, (y) if such Letter of Credit is to expire after the second
next succeeding Revolving Credit Maturity Date, there exists a subsequent
Revolving Credit Maturity Date and on the date of issuance, the sum of (1) the
face amount of such  12


Letter of Credit plus (2) the aggregate LC
Exposure in respect of all other Letters of Credit with expiration dates
following the fifth Business Day prior to the second next succeeding Revolving
Credit Maturity Date plus (3) the aggregate outstanding principal amount
of Revolving Loans maturing after the second next succeeding Revolving Credit
Maturity Date does not exceed the aggregate amount of the Revolving Credit
Commitments on the date of issuance that are scheduled to terminate after the
second next succeeding Revolving Credit Maturity Date, and (z) such Letter
of Credit expires no later than the date that is five Business Days prior to
the latest Revolving Credit Maturity Date then in effect.  For the avoidance of doubt, upon a Revolving
Credit Maturity Date (other than the final Revolving Credit Maturity Date), the
aggregate amount of participations in Letters of Credit held by Revolving
Lenders in respect of the Tranche of Revolving Credit Commitments terminating
on such Revolving Credit Maturity Date shall be deemed to be reallocated to the
Revolving Lenders holding Revolving Credit Commitments of other Tranches so
that the participation of the remaining Revolving Lenders in outstanding
Letters of Credit shall be in proportion to their respective remaining
Revolving Credit Commitments..  (viii)Section 2.07(a) is
amended and restated as follows:  (a)       The
Borrower hereby unconditionally promises to pay to the Administrative Agent for
the account of the relevant Lenders (i) in respect of Revolving Credit
Borrowings, on each Revolving Credit Maturity Date (or such earlier date as,
and to the extent that, such Revolving Loan becomes due and payable pursuant to
Section 2.05 or Article VII), the unpaid principal
amount of each Revolving Loan made pursuant to the Tranche of Revolving Credit
Commitments that terminates on such Revolving Credit Maturity Date and each
Swingline Loan (provided that, except in the case of the final Revolving
Credit Maturity Date, Swingline Loans shall be permitted to remain outstanding
to the extent they would be permitted to be drawn following such Revolving
Credit Maturity Date pursuant to Section 2.04) made to it by each
such Lender and (ii) in respect of Term Borrowings, on each Term Loan
Maturity Date (or such earlier date as, and to the extent that, such Term Loan
becomes due and payable pursuant to Section 2.05 or Article VII),
the unpaid principal amount of each Term Loan of the Tranche of Term Loan that
matures on such Term Loan Maturity Date held by each such Lender.  The Borrower hereby further agrees to pay interest
in immediately available funds at the applicable office of the Administrative
Agent (as specified in Section 2.13(a)) on the unpaid principal
amount of the Revolving Loans, Swingline Loans and Term Loans made to it from
time to time from the date hereof until payment in full thereof at the rates
per annum, and on the dates, set forth in Section 2.08.  All payments required hereunder shall be made
in Dollars..  (ix)Section 2.08(d) is
amended by replacing the phrase the Term Loan Maturity Date and the Revolving
Credit Maturity Date therein with the phrase each Term Loan Maturity Date and
each Revolving Credit Maturity Date.  (x)Section 2.10(a) is
amended and restated as follows:  (a)       The
Borrower agrees to pay a commitment fee (a Commitment Fee) to each
Revolving Lender with respect to each Tranche of Revolving Credit  13


Commitments, for which
payment will be made in arrears through the Administrative Agent on the last
day of March, June, September and December beginning after the
Effective Date, and on the applicable Commitment Fee Termination Date (as
defined below).  The Commitment Fee due
to each Revolving Lender with respect to each Tranche of Revolving Credit
Commitments shall commence to accrue for a period commencing on the Effective
Date (in the case of Tranche 1 Revolving Credit Commitments) or the applicable
Extension Date (in the case of all other Tranches of Revolving Credit
Commitments) and shall cease to accrue on the date (a Commitment Fee
Termination Date) that is the earlier of (i) the date on which the
Revolving Credit Commitment of such Tranche of such Revolving Lender shall be
terminated (or converted into another Tranche) as provided herein and (ii) the
first date after the end of the Revolving Credit Commitment Period with respect
to such Tranche.  The Commitment Fee
accrued to each Revolving Lender shall equal, with respect to each Tranche of
Revolving Credit Commitments, the Commitment Fee Percentage for such Tranche
multiplied by such Lenders Commitment Fee Average Daily Amount (as defined
below) of such Tranche for the applicable quarter (or shorter period commencing
on the Effective Date or applicable Extension Date, as the case may be, and
ending with such the applicable Commitment Fee Termination Date of such
Lender).  A Revolving Lenders Commitment
Fee Average Daily Amount with respect to a calculation period for any
Tranche shall equal the average daily amount during such period calculated
using the daily amount of such Revolving Lenders Revolving Credit Commitment
of such Tranche less such Revolving Lenders Revolving Credit Exposure with
respect to such Tranche (excluding clause (z) of the definition of
Revolving Credit Exposure for purposes of determining the Commitment Fee
Average Daily Amount only) for any applicable days during the Revolving Credit
Commitment Period of such Tranche.  All
Commitment Fees shall be computed on the basis of the actual number of days
elapsed in a year of 360 days..  (xi)Section 2.10(b) is
amended and restated as follows:  (b)      The
Borrower agrees to pay (i) to the Administrative Agent for the account of
each Revolving Lender a participation fee with respect to its participations in
Letters of Credit, which shall accrue at a rate equal to the weighted average
Applicable Rate for Eurodollar Revolving Loans (with such weighted average
based on the allocation of such Revolving Lenders Revolving Credit Commitments
across the various Tranches of Revolving Credit Commitments) on the average
daily amount of such Lenders LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and
including the Effective Date to but excluding the later of the date on which
such Revolving Lenders Revolving Credit Commitment terminates and the date on
which such Revolving Lender ceases to have any LC Exposure, and (ii) to
the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per
annum on the average daily amount of the LC Exposure (excluding any portion
thereof attributable to unreimbursed LC Disbursements) during the period from
and including the Effective Date to but excluding the later of the date of
termination of the Revolving Credit Commitments and the date on which there
ceases to be any LC Exposure, as well as the Issuing Banks reasonable and
customary fees with respect to the issuance, amendment, renewal or extension of
any Letter of Credit or processing of drawings thereunder.  Participation fees and fronting fees (collectively,  14


LC Fees) accrued
through and including the last day of March, June, September and December of
each calendar year during the Revolving Credit Commitment Period shall be
payable on the third Business Day following such last day, commencing on the
first such date to occur after the Effective Date; provided that (x) all
such fees shall be payable on the date on which the Revolving Credit
Commitments terminate and any such fees accruing after such date shall be
payable on demand and (y) all such participation fees accruing to any
Revolving Lender shall be payable on the date on which the Revolving Credit
Commitments of such Revolving Lender terminate and any such fees accruing after
such date shall be payable on demand. 
Any other fees payable to the Issuing Bank pursuant to this paragraph
shall be payable within 10 days after demand therefor.  All participation fees and fronting fees
shall be computed on the basis of a year of 360 days and shall be payable for
the actual number of days elapsed (including the first day but excluding the
last day)..  (xii)Section 2.11(a) is
amended and restated as follows:  (a)       Unless
previously terminated, (i) the Term Commitments shall terminate at 5:00 p.m.,
New York City time, on the Effective Date and (ii) the Revolving
Credit Commitments of any Tranche shall terminate on the Revolving Credit Maturity
Date applicable to such Tranche..  (xiii)Section 2
is amended by adding a new Section 2.21 as follows:  2.21.                   Extensions of Loans and
Commitments.  (a)         The Borrower may, at any time and from
time to time after the Second Amendment Effective Date, request that all or a
portion of the Term Loans of any Tranche (an Existing Term Loan Tranche)
be converted to another Tranche of Term Loans in order to extend the scheduled
final maturity date thereof (any such Term Loans which have been so converted, Extended
Term Loans) and to provide for other terms consistent with this Section 2.21.  In order to establish any Extended Term
Loans, the Borrower shall provide a notice to the Administrative Agent (who
shall provide a copy of such notice to each of the Lenders of the applicable
Existing Term Loan Tranche) (a Term Loan Extension Request) setting
forth the proposed terms of the Extended Term Loans to be established, which
terms shall be identical to the those applicable to the Term Loans of the
Existing Term Loan Tranche from which they are to be converted except (x) the
scheduled final maturity date shall be extended to the date set forth in the
applicable Extension Amendment, (y)(A) the Applicable Rates with respect
to the Extended Term Loans may be higher or lower than the Applicable Rates for
the Term Loans of such Existing Term Loan Tranche and/or (B) additional
fees may be payable to the Lenders providing such Extended Term Loans in
addition to or in lieu of any increased Applicable Rates contemplated by the
preceding clause (A), in each case, to the extent provided in the applicable
Extension Amendment; provided, however,the yield for any Extended Term
Loans or any Permitted Refinancing Debt consisting of loans shall not be
greater than the highest yield that may, under any circumstances, be payable
with respect to Tranche 2 Term Loans (such yield on Tranche 2 Term Loans shall
be deemed to include all upfront or similar fees payable to the Lenders) plus
25 basis points (and the Applicable Rate applicable to the Tranche 2  15


Term Loans shall be
increased to the extent necessary to achieve the foregoing) and, solely for
purposes of the foregoing clause, the yield applicable to any Extended Term
Loan or Permitted Refinancing Debt consisting of loans, as applicable, shall be
deemed to include all upfront or similar fees or original issue discount
payable generally to Lenders providing such Extended Term Loans, or Permitted
Refinancing Debt consisting of loans, as applicable and (z) the optional
and mandatory prepayment rights of the Extended Term Loans shall be subject to
the provisions set forth in Section 2.05(e) (it being
understood that each Lender providing Extended Term Loans, by executing an
Extension Amendment, agrees to be bound by such provisions and waives any inconsistent
provisions set forth in Section 2.13(a)). 
No Lender shall have any obligation to agree to have any of its Term
Loans of any Existing Term Loan Tranche converted into Extended Term Loans
pursuant to any Term Loan Extension Request. 
Any Extended Term Loans of any Extension Series shall constitute a
separate Tranche of Term Loans from the Existing Term Loan Tranche from which
they were converted but shall be considered part of the same Class as the
Existing Term Loan Tranche from which they were converted.  There shall be no more than four Tranches, in
the aggregate, of Term Loans outstanding at any time.  (b)        The
Borrower may, at any time and from time to time after the Second Amendment
Effective Date, request that all or a portion of the Revolving Credit
Commitments of any Tranche (an Existing Revolving Credit Tranche and
any related Revolving Loans thereunder, Existing Revolving Loans) be
converted to another Tranche of Revolving Credit Commitments in order to extend
the termination date thereof (any such Revolving Credit Commitments which have
been so converted, Extended Revolving Credit Commitments and any
related Revolving Credit Loans, Extended Revolving Loans)  and to provide for other terms consistent
with this Section 2.21.  In
order to establish any Extended Revolving Credit Commitments, the Borrower
shall provide a notice to the Administrative Agent (who shall provide a copy of
such notice to each of the Lenders of the applicable Existing Revolving Credit
Tranche) (a Revolving Credit Extension Request) setting forth the
proposed terms of the Extended Revolving Credit Commitments to be established,
which terms shall be identical to those applicable to the Revolving Credit Commitments
of the Existing Revolving Credit Tranche from which they are to be converted
except (x) the scheduled termination date of the Extended Revolving Credit
Commitments and the related scheduled maturity date of the related Extended
Revolving Loans shall be extended to the date set forth in the applicable
Extension Amendment, (y) (A) the Applicable Rates with respect to the
Extended Revolving Loans may be higher or lower than the Applicable Rates for the
Revolving Loans of such Existing Revolving Credit Tranche and/or (B) additional
fees may be payable to the Lenders providing such Extended Revolving Credit
Commitments in addition to or in lieu of any increased Applicable Rates
contemplated by the preceding clause (A), in each case, to the extent provided
in the applicable Extension Amendment and (z) the Commitment Fee
Percentage with respect to the Extended Revolving Credit Commitments may be
higher or lower than the Commitment Fee Percentage for the Revolving Credit
Commitments of such Existing Revolving Credit Tranche.  No Lender shall have any obligation to agree
to have any of its Revolving Credit Commitments of any Existing Revolving
Credit Tranche converted into Extended Revolving Credit Commitments pursuant to
any Revolving Credit Extension Request. 
Any Extended Revolving Credit Commitments of any Extension  16


Series shall constitute
a separate Tranche of Revolving Credit Commitments from the Existing Revolving
Credit Tranche from which they were converted but shall be considered part of
the same Class as the Existing Revolving Credit Tranche from which they
were converted.  There shall be no more
than three Tranches, in the aggregate, of Revolving Credit Commitments
outstanding at any time.  If, on any
Extension Date, any Revolving Credit Loans of any Extending Lender are
outstanding under the applicable Existing Revolving Credit Tranche, such
Revolving Credit Loans (and any related participations) shall be deemed to be
allocated as Extended Revolving Loans (and related participations) and Existing
Revolving Loans (and related participations) in the same proportion as such
Extending Lenders Extended Revolving Credit Commitments bear to its remaining
Revolving Credit Commitments of the Existing Revolving Credit Tranche.  (c)         The
Borrower shall provide the applicable Extension Request at least five (5) Business
Days prior to the date on which Lenders under the Existing Tranche are requested
to respond.  Any Lender (an Extending
Lender) wishing to have all or a portion of its Term Loans or Revolving
Credit Commitments of the Existing Tranche subject to such Extension Request
converted into Extended Loans/Commitments shall notify the Administrative Agent
(an Extension Election) on or prior to the date specified in such
Extension Request of the amount of its Term Loans or Revolving Credit
Commitments of the Existing Tranche which it has elected to convert into
Extended Loans/Commitments.  In the event
that the aggregate amount of Term Loans or Revolving Credit Commitments of the
Existing Tranche subject to Extension Elections exceeds the amount of Extended
Loans/Commitments requested pursuant to the Extension Request, Term Loans or
Revolving Credit Commitments subject to such Extension Elections shall be
converted to Extended Loans/Commitments on a pro rata basis based on the amount
of Term Loans or Revolving Credit Commitments included in such Extension
Elections.  (d)        Extended
Loans/Commitments shall be established pursuant to an amendment (an Extension
Amendment) to this Agreement (which shall be substantially in the form of Exhibit O
or Exhibit P to this Agreement, as applicable).  Each Extension Amendment shall be executed by
the Borrower, the Administrative Agent and the Extending Lenders (it being
understood that such Extension Amendment shall not require the consent of any
Lender other than the Extending Lenders with respect to the Extended
Loans/Commitments established thereby). 
An Extension Amendment may, subject to Sections 2.21(a) and (b),
without the consent of any other Lenders, effect such amendments to this
Agreement and the other Loan Documents as may be necessary, in the reasonable
opinion of the Administrative Agent and the Borrower, to effect the provisions
of this Section 2.21.  It is
understood and agreed that each Lender that has consented to Amendment No. 2
has consented, and shall at the effective time thereof be deemed to consent to
each amendment to this Agreement and the other Loan Documents authorized by
this Section 2.21 and the arrangements described above in connection
therewith.  (e) In addition to any conditions
precedent set forth in any applicable Extension Amendment, no Extension
Amendment shall be effective unless, (i) no Default or Event of Default shall have occurred and
be continuing at the time of such extension or after giving effect thereto and (ii) after
giving effect to such extension,  17


the
Borrower shall be in compliance on a Pro Forma Basis with the covenants
contained in Sections 6.12 and 6.13 recomputed as of the date of
the last ended Test Period.  (f)         Notwithstanding
the foregoing, the extension of the Term Loans and Revolving Credit Commitments
on the Second Amendment Effective Date shall be effective as of the Second
Amendment Effective Date without the requirement to comply with the procedures
set forth above in this Section 2.21 and Amendment No. 2shall
be deemed to be an Extension Amendment. 
The conversion into Tranche 2 Term Loans, Tranche 2 Revolving Credit
Commitments and Tranche 2 Revolving Loans shall be evidenced by the applicable
Extending Lenders signature to Amendment No. 2 and the indication on such
signature page as to the amount of Term Loans and Revolving Credit
Commitments extended.  Effective as of
the Second Amendment Effective Date, all Revolving Credit Commitments,
Revolving Loans and Term Loans extended as of the Second Amendment Effective
Date shall be considered Tranche 2 Revolving Credit Commitments, Tranche 2
Revolving Loans and Tranche 2 Term Loans, respectively, and all Revolving
Credit Commitments, Revolving Loans and Term Loans not so extended shall be
considered Tranche 1 Revolving Credit Commitments, Tranche 1 Revolving Loans
and Tranche 1 Term Loans, respectively.  (xiv)Section 2
is amended by adding a new Section 2.22 as follows:  2.22.                   Incremental
Revolving Credit Commitments. 
Notwithstanding anything in Section 9.08 to the contrary,
and in addition to the Greenshoe Option, this Agreement and the other Loan
Documents may be amended at any time, and from time to time, after the Second
Amendment Effective Date to increase the aggregate Revolving Credit Commitments
under this Agreement (which increase shall be allocated to any of the
outstanding Tranches of Revolving Credit Commitments at the discretion of the
Borrower), at the discretion of the Borrower, by an agreement in writing
entered into by the Borrower, the Administrative Agent, the Collateral Agent
and each Person (including any Lender) that shall agree to provide such
Revolving Credit Commitments (and each such Person that shall not already be a
Lender shall, at the time such agreement becomes effective, become a Lender
with the same effect as if it had originally been a Lender under this Agreement
with the Revolving Credit Commitments set forth in such agreement); provided that (i) the
aggregate amount of Revolving Credit Commitments established pursuant to this
paragraph shall not exceed the aggregate amount of Revolving Credit Commitments
that have been terminated pursuant to Section 2.11, (ii) no
Default or Event of Default shall have
occurred and be continuing at the time of such increase, (iii) after giving
effect to such increase, the Borrower shall be in compliance on a Pro Forma
Basis with the covenants contained in Sections 6.12 and 6.13
recomputed as of the date of the last ended Test Period and (iv) no Revolving
Credit Commitments of any Lender shall
be increased without the consent of such Lender.  The Revolving Credit Commitments established
pursuant to this paragraph shall constitute Revolving Credit Commitments under,
and shall be entitled to all the benefits afforded by, this Agreement and the
other Loan Documents, and shall, without limiting the foregoing, benefit
equally and ratably from the Guarantees and security interests created by the
Security Documents..  (xv)Section 2
is amended by adding a new Section 2.23 as follows:  18


2.23.Defaulting
Lender Provisions.  (a)         In
addition to the other conditions precedent herein set forth, if any Lender
becomes, and during the period it remains, a Defaulting Lender, the Issuing
Bank will not be required to issue any Letter of Credit or to amend any outstanding
Letter of Credit to increase the face amount thereof, alter the drawing terms
thereunder or extend the expiry date thereof, and the Swingline Lender will not
be required to make any Swingline Loan, unless (i) the Borrower provides Cash
Collateral to the Issuing Bank or the Swingline Lender, as the case may be, in
an amount equal to the aggregate amount of the funding obligations (contingent
or otherwise) of such Defaulting Lender in respect thereof or (ii) the
Issuing Bank or the Swingline Lender, as the case may be, is otherwise
satisfied that any exposure that would result therefrom is eliminated or fully
covered by the Commitments of the Non-Defaulting Lenders or by Cash
Collateralization or a combination thereof satisfactory to the Issuing Bank or
Swingline Lender.  (b)        If
any Lender becomes, and during the period it remains, a Defaulting Lender, if
any Letter of Credit or Swingline Loan is at the time outstanding, the Issuing
Bank and the Swingline Lender, as the case may be, may, by notice to the
Borrower and such Defaulting Lender through the Administrative Agent, require
the Borrower to Cash Collateralize the obligations of the Borrower to the
Issuing Bank and the Swingline Lender in respect of such Letter of Credit or
Swingline Loan in an amount equal to the aggregate amount of the funding
obligations (contingent or otherwise) of such Defaulting Lender in respect
thereof, unless the Borrower has made other arrangements satisfactory to the
Administrative Agent, and to the Issuing Bank and the Swingline Lender, as the
case may be, in their reasonable discretion to protect them against the risk of
non-payment by such Defaulting Lender.  (c)         In
furtherance of the foregoing, if any Lender becomes, and during the period it
remains, a Defaulting Lender, if the Borrower has failed to provide Cash
Collateral in accordance with this Section 2.23, each of the Issuing Bank
and the Swingline Lender is hereby authorized by the Borrower (which authorization
is irrevocable and coupled with an interest) to give, in its discretion,
through the Administrative Agent, Borrowing Requests pursuant to Section 2.02
in such amounts and in such times as may be required to Cash Collateralize the
obligations of the Borrower in respect of outstanding Letters of Credit or
Swingline Loans in an amount at least equal to the aggregate amount of the obligations
(contingent or otherwise) of such Defaulting Lender in respect of such Letter
of Credit or Swingline Loan.  (d)        If
the Borrower, the Administrative Agent, the Issuing Bank and the Swingline
Lender agree in writing in their discretion that a Lender that is a Defaulting
Lender should no longer be deemed to be a Defaulting Lender, the Administrative
Agent will so notify the parties hereto, whereupon, as of the effective date
specified in such notice and subject to any conditions set forth therein, such
Lender will cease to be a Defaulting Lender and will be a Non-Defaulting
Lender; provided that, except to the extent otherwise expressly agreed
by the affected parties, no change hereunder from Defaulting Lender to
Non-Defaulting Lender will constitute a waiver or release of any claim of any
party hereunder arising from such Lenders having been a Defaulting Lender..  19


(c)Amendments to Section 6.01:
Indebtedness; Certain Equity Securities.  (i)Section 6.01(a) is
amended by:  (A)    replacing
$5.0 million with $50.0 million in clause (xiii);  (B)     deleting
the word and at the end of clause (xiv);  (C)     deleting
the period at the end of clause (xv) and replacing it with ; and; and  (D)    adding
the following clause (xvi) immediately after clause (xv) of such Section:  (xvi)                    Indebtedness
in respect of Permitted Refinancing Debt to the extent that the Net Proceeds
therefrom are, immediately after the receipt thereof, applied to the prepayment
of Term Loans in the manner set forth in Section 2.05(e), and any
Permitted Refinancing thereof to the extent such Indebtedness would also
constitute Permitted Refinancing Debt; provided that, in each such case,
(i) no Default or Event of Default shall have occurred and be continuing
at the time of the incurrence of any such Indebtedness or after giving effect
thereto and (ii) after giving effect to the incurrence of any such Indebtedness,
the Borrower shall be in compliance on
a Pro Forma Basis with the covenants contained in Sections 6.12 and 6.13
recomputed as of the date of the last ended Test Period..  (ii)Section 6.01(b) is
amended by inserting the word latest prior to the reference to the Term Loan
Maturity Date therein.  (d)Amendments to Section 6.02:
Liens.  (i)Section 6.02(i) is
amended and restated as follows:  (i)        Liens
in favor of the Collateral Agent securing the Obligations under the Security
Documents;.  (ii)Section 6.02
is further amended by:  (A)    deleting the word and at the end of clause (xiv);  (B)     deleting the period at the end of clause (xv) and replacing it
with ; and; and  (C)     adding the following clause (xvi) immediately after clause (xv)
of such Section:  (xvi)       Liens on all or a portion of the
Collateral securing Permitted Refinancing Debt Obligations permitted by Section 6.01(xvi);
provided that (x) with respect to any such Liens that are (or are
intended to be) secured by Liens on the Collateral that are pari passu with
Liens on the Collateral securing the Obligations, (i) the holders of such
Permitted Refinancing Debt Obligations (or a representative thereof on behalf  20


of such holders) shall have entered into a first
lien intercreditor agreement with the Agents substantially in the form of Exhibit Q
to this Agreement (with any changes thereto being reasonably acceptable to the
Administrative Agent) and (ii) to the extent any such Liens are intended
to be evidenced by any or all of the Security Documents, (A) the Agents
shall have consented, in their sole discretion, to permit such Liens to be
evidenced thereby and (B) such Security Documents shall have been amended
to effectuate such Liens, which amendments shall be in form and substance
satisfactory to the Agents (it being understood that, notwithstanding anything
to the contrary set forth in Section 9.08, no Lender consent shall
be required in connection with any such amendment) and (y) with respect to
any such Liens that are (or are intended to be) secured by Liens on the
Collateral that are junior in priority to the Liens on the Collateral securing
the Obligations, the holders of such Permitted Refinancing Debt Obligations (or
a representative thereof on behalf of such holders) shall have entered into a
junior lien intercreditor agreement with the Agents in form and substance
reasonably satisfactory to the Administrative Agent.  (e)Amendment to Section 6.04(vii):
Permitted Acquisitions.  Clause (vii) of Section 6.04 is amended by deleting the
phrase (of which not more than $30.0 million may be used to consummate
Permitted Acquisitions by Subsidiaries that are not Loan Parties).  (f)Amendment to Section 6.05(ix):
Asset Sales.  Clause (ix) of Section 6.05
is amended by deleting the phrase (other than Equity Interests of a Subsidiary)
and replacing $35.0 million with $50.0 million.  (g)Amendment to Section 6.12(a):
Interest Expense Coverage Ratio.  Section 6.12 is amended by adding, immediately
after December 31, 2009 in the applicable row of the table in such
Section, and each March 31, June 30, September 30 and December 31
thereafter and by deleting all of the rows in such table following such applicable
row.  (h)Amendment to Section 6.13:
Total Leverage Ratio.  Section 6.13 is amended by adding, immediately
after December 31, 2009 in the applicable row of the table in such
Section, and each March 31, June 30, September 30 and December 31
thereafter and by deleting all of the rows in such table following such applicable
row.  (i)Amendment to Section 6.14:
Capital Expenditures.  Section 6.14 is amended by adding, immediately
after 2012 in the last row of the table in such Section, and each Fiscal
Year thereafter.  21


(j)Amendment to Section 9.01(a):
Notices.  Section 9.01 is amended
by (x) adding the words (with confirmation via some other method provided
for in this Section 9.01) after the word electronic mail in the first
sentence thereof and (y) replacing clauses (i)-(iv) with the
following:  (i) if to the Borrower, to it at Polymer Group, Inc., 9335
Harris Corners Parkway, Suite 300, Charlotte, North Carolina 28269,
attention:  Robert Kocourek
(telecopy:  704-697-5184) (e-mail:  kocourekr@pginw.com), with a copy to Kirkland &
Ellis LLP, 300 North LaSalle Street, Chicago, IL 60654, attention:  H. Kurt von Moltke, P.C. (telecopy:  (312) 862-2200) (e-mail:  kvonmoltke@kirkland.com);  (ii) if to the Administrative Agent or the Collateral Agent, to it
at (c/o) Citigroup Global Loans, 1615 Brett Road., New Castle, DE 19720,
attention:  Robert Ross (telecopy:  (212) 994-0894) (e-mail:  robert.ross@citigroup.com), with a copy to
Cahill Gordon & Reindel LLP, 80 Pine Street, New York, NY
10005, attention:  Michael E. Michetti, Esq.
(telecopy:  (212) 269-5420)
(e-mail:  mmichetti@cahill.com);  (iii) if to the Lead Arranger, to it at (c/o) Citigroup Global
Loans, 1615 Brett Road., New Castle, DE 19720, attention:  Robert Ross (telecopy:  (212) 994-0894) (e-mail:  robert.ross@citigroup.com), with a copy to
Cahill Gordon & Reindel LLP, 80 Pine Street, New York, NY
10005, attention:  Michael E. Michetti, Esq.
(telecopy:  (212) 269-5420)
(e-mail:  mmichetti@cahill.com);  (iv) if to the Issuing Bank, to it at (c/o) Citigroup Global
Loans, 1615 Brett Road., New Castle, DE 19720, attention:  Robert Ross (telecopy:  (212) 994-0894) (e-mail:  robert.ross@citigroup.com), with a copy to
Cahill Gordon & Reindel LLP, 80 Pine Street, New York, NY
10005, attention:  Michael E. Michetti, Esq.
(telecopy:  (212) 269-5420)
(e-mail:  mmichetti@cahill.com); and.  (k)Amendments to
Certain Exhibits.  The
exhibits are amended by adding (x) a new Exhibit O (Form of
Term Loan Extension Amendment) in the form attached hereto, (y) by adding
a new Exhibit P (Form of Revolving Loan Extension Amendment)
in the form attached hereto and (z) a new Exhibit Q (Form of
First Lien Intercreditor Agreement) in the form attached hereto.  22


Section 2.     Extensions.  As of the Amendment Effective Date, each
Lender that has executed and delivered to the Agent a counterpart of this
Amendment indicating that (x) all or a portion of its Revolving Credit
Commitments (and related Revolving Loans) shall be extended or (y) all or
a portion of its Term Loans shall be extended, shall be deemed to hold Tranche
2 Revolving Credit Commitments (and related Tranche 2 Revolving Loans) and/or
Tranche 2 Term Loans in such indicated amounts and the Tranche 1 Revolving
Credit Commitments (and related Tranche 2 Revolving Loans) and/or Tranche 1
Term Loans of such Lender shall be reduced accordingly.  Each such Lender agrees that such Tranche 2
Revolving Credit Commitments (and related Tranche 2 Revolving Loans) and
Tranche 2 Term Loans are subject to the terms of the Credit Agreement as
amended by this Amendment.  Section 3.     Representations and Warranties.  The Borrower represents and warrants to the
Agents and the Lenders as of the date hereof and as of the Amendment Effective
Date that:  (a)The execution,
delivery and performance by the Borrower of this Amendment are within the Borrowers
corporate powers, have been duly authorized by all necessary corporate, action,
and do not (i) contravene the Organic Documents of any Loan Party or any
of its respective Subsidiaries; (ii) contravene any material law, statute,
rule or regulation binding on or affecting any Loan Party or any of its
respective Subsidiaries; (iii) violate or result in a default or event of
default or an acceleration of any rights or benefits under any material
indenture, agreement or other instrument binding upon any Loan Party or any of
its respective Subsidiaries; or (iv) result in, or require the creation or
imposition of, any Lien on any assets of any Loan Party or any of its
respective Subsidiaries that would have or could reasonably be expected to have
a Material Adverse Effect, except Liens created under the Loan Documents.  This Amendment has been duly executed and delivered
by the Borrower.  (b)The
representations and warranties set forth in Article III of the Credit
Agreement and in the other Loan Documents are true and correct (or true and
correct in all material respects if not otherwise qualified by materiality or
by a Material Adverse Effect) with the same effect as if then made (unless
expressly stated to relate to an earlier date, in which case such representations
and warranties are true and correct (or true and correct in all material
respects if not otherwise qualified by materiality or by a Material Adverse
Effect) as of such earlier date).  (c)No Default or
Event of Default has occurred and is continuing.  Section 4.     Conditions to Effectiveness.  This Amendment shall become effective on the
date on which each of the following conditions is satisfied or waived (the Amendment
Effective Date):  (i)The
Administrative Agent (or its counsel) shall have received an executed counterpart
of this Amendment from Lenders constituting the Requisite Lenders and each of
the other parties hereto;  (ii)A minimum of
$150,000,000 aggregate principal amount of Term Loans shall have been requested
to be extended by Lenders executing counterparts of this Amendment pursuant to
the provisions of this Amendment.  (iii)The
Administrative Agent shall have received a favorable written opinion of
Kirkland & Ellis LLP, counsel to the Borrower, addressed to the
Administrative Agent, Collateral Agent and each Lender, dated the Amendment
Effective Date, in form and substance reasonably satisfactory to the Administrative
Agent;  23


(iv)The
Administrative Agent shall have received payment of (x) a consent fee on
behalf of each Term Lender consenting to this Amendment in an amount equal to
0.50% of the aggregate amount of Term Loans then outstanding owing to such
Lender and (y) an extension fee on behalf of each Revolving Lender
agreeing to become an Extending Revolving Lender in an amount equal to 1.50% of
the aggregate amount of the Revolving Credit Commitments of such Lender being extended;  (v)The Subsidiary
Lender Agreement dated March 18, 2009 between Chicopee, Inc. and the
Administrative Agent, which provides for the Administrative Agents consent to
the assignment of Term Loans to Chicopee, Inc. if certain conditions are
met, shall be amended such that assignments of Term Loans by a Subsidiary
Lender may only be made to other Subsidiary Loan Parties who agree to be bound
by the terms and conditions of the Subsidiary Lender Agreement, as such agreement
may be amended from time to time.  (vi)The
Administrative Agent shall have received a completed Life-of-Loan Federal
Emergency Management Agency Standard Flood Hazard Determination with respect to
each Mortgaged Property (together with a notice about special flood hazard area
status and flood disaster assistance duly executed by the Borrower and each
applicable Subsidiary Loan Party relating thereto);  (vii)The
Administrative Agent shall have received a copy of, or a certificate as to
coverage under, the insurance policies required by Section 5.04(a)(vi) of
the Credit Agreement;  (viii)The Lead
Arranger shall have received all fees and expenses due it pursuant to that certain
engagement letter by and between the Lead Arranger and the Borrower; and  (ix)All fees and
expenses payable on or beforethe Amendment Effective Dateby the Borrower
to the Administrative Agent or its Affiliates in connection with this Amendment
shall have been paid, including the reasonable fees, charges and disbursements
of Cahill Gordon & Reindel LLP, counsel for the Administrative Agent.  Section 5.Post-Effective Provisions.The Borrower
covenants that it shall deliver to the Administrative Agent or Collateral
Agent, as applicable:  (a)(i)With respect to
each Mortgage encumbering Mortgaged Property, an amendment thereof (each a Mortgage Amendment) duly executed
and acknowledged by the applicable Loan Party, and in form for recording in the
recording office where each such Mortgage was recorded, together with such
certificates, affidavits, questionnaires or returns as shall be required in
connection with the recording or filing thereof under applicable law, in each
case in form and substance reasonably satisfactory to the Collateral Agent;  (ii)With respect to
each Mortgage Amendment, a copy of the existing mortgage title insurance policy
and an endorsement with respect thereto (collectively, the Mortgage Policy) relating to the
Mortgage encumbering such Mortgaged Property assuring the Collateral Agent that
the Mortgage, as amended by the Mortgage Amendment, is a valid and enforceable
first priority lien on such Mortgaged Property in favor of the Collateral Agent
for the benefit of the Secured Parties free and clear of all defects and encumbrances
and liens except as expressly permitted by the Credit Agreement or by the Collateral
Agent, and such Mortgage Policy shall otherwise be in form and substance reasonably
satisfactory to the Collateral Agent;  24


(iii)With respect to
each Mortgage Amendment, opinions of local counsel to the Loan Parties, which
opinions (a) shall be addressed to each Agent and each of the Lenders, (b) shall
cover the due authorization, execution, delivery and enforceability of the
respective Mortgage asamended by the Mortgage Amendment
and such other matters incident to the transactions contemplated herein as the
Agents may reasonably request and (c) shall be in form and substance
reasonably satisfactory to the Agents;  (iv)With respect to each
Mortgaged Property, such affidavits, certificates, information and instruments
of indemnification as shall be required to induce the Title Company to issue
the Mortgage Policies contemplated in subparagraph (ii) of this Section 5;  (v)With respect to the copy of
the insurance policies or certificate as to coverage under such insurance
policies to be delivered pursuant to clause (vii) of Section 4 above,
each such copy or certificate shall be endorsed or otherwise amended to include
a standard or New York lenders loss payable or mortgagee endorsement (as
applicable) and shall name the Collateral Agent, on behalf of the Secured
Parties, as additional insured, in form and substance reasonably satisfactory
to the Administrative Agent;and  (vi)Evidence acceptable to the
Collateral Agent of payment by the appropriate Loan Party or Subsidiary thereof
of all applicable title insurance premiums, search and examination charges and
related charges, mortgage recording taxes, fees, charges, costs and expenses required
for the recording of the Mortgage Amendments and issuance of the Mortgage
Policies referred to in subparagraph (ii) of this Section 5.  The applicable Loan Parties
shall deliver or cause to be delivered each of the documents and instruments
required pursuant to this Section 5(a) within thirty (30) days after
the Second Amendment Effective Date, unless extended by the Administrative
Agent in its sole discretion, and  (b)A
prepayment of $25,030,000 principal amount of the Term Loans within five (5) Business
Days of the Second Amendment Effective Date which prepayment shall be applied
pro rata across all Tranches of the Term Loans;  Section 6.     Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto on separate counterparts, each
of which when so executed and delivered shall be deemed to be an original, but
all of which when taken together shall constitute a single instrument.  Delivery of an executed counterpart of a
signature page of this Amendment by facsimile or other electronic
transmission shall be effective as delivery of a manually executed counterpart
hereof.  Section 7.     Applicable Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.  Section 8.     Headings.  The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.  Section 9.     Effect of Amendment.  Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of or otherwise affect the rights and remedies of the Lenders, the
Agents, the Borrower or any other Loan Party under the Credit Agreement or any
other Loan Document, and shall not alter, modify, amend or in any way affect
any of the terms, conditions, obligations, covenants or agreements contained in
the Credit Agreement or any other Loan Document, all of which are ratified and
affirmed in all respects and shall continue in full force and effect.  25


After the Amendment
Effective Date, any reference to the Credit Agreement shall mean the Credit
Agreement as modified hereby; provided that any reference in the Credit
Agreement to the date of the Credit Agreement as modified hereby shall in all
instances remain as of November 22, 2005, and references in the Credit
Agreement to the date hereof and the date of this Agreement, and phrases of
similar import, shall in all instances be and continue to refer to November 22,
2005, and not the date of this Amendment. 
This Amendment shall constitute a Loan Document for all purposes of
the Credit Agreement and the other Loan Documents.  26


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed and delivered as
of the day and year first above written.  POLYMER
  GROUP, INC.By:Name:Title:  S-1


Each of the undersigned, in its capacity as a
Guarantor, hereby acknowledges the terms and conditions set forth in this
Amendment and hereby ratifies and confirms its obligations under the Loan
Documents to which it is a party.   CHICOPEE,
  INC.DOMINION
  TEXTILE (USA) LLCFABPRO
  ORIENTED POLYMERS, LLCFABRENE
  LLCPGI
  EUROPE, INC.PGI
  POLYMER, INC.PRISTINE BRANDS
  CORPORATIONCHICOPEE
  HOLDINGS, B.V.By:Name:Title:  S-2


CITICORP
  NORTH AMERICA, INC.,as
  Administrative Agent and Swingline LenderBy:Name:Title:CITIBANK,
  N.A.,as
  Issuing BankBy:Name:Title:  S-3


as
  LenderBy:Name:Title:If
  two signatures are required:By:Name:Title:Amount
  of Term Loans Held:
  $Amount
  of Term Loans Extended:
  $Amount
  of Revolving CreditCommitments
  Held:
  $Amount
  of Revolving CreditCommitments Extended:
  $  S-4