Third Amendment to Equipment Lease Agreement



 Exhibit 10.1 
 Execution Version 
 THIRD AMENDMENT 

TO EQUIPMENT LEASE AGREEMENT 
 This THIRD AMENDMENT, dated as of February 28, 2012 (this “Amendment”), to that certain Equipment Lease Agreement, dated as of June 24, 2010 (as amended through the date hereof,
the “Equipment Lease Agreement”), between CHICOPEE, INC., a Delaware corporation (the “Lessee” or the “Company”) and GOSSAMER HOLDINGS, LLC, a Delaware limited liability company (the
“Lessor”). 
 W I T N E S S E T H:

 WHEREAS, the Lessee and the Lessor have agreed to make certain amendments to the Equipment Lease Agreement on the terms and
conditions contained herein; 
 NOW THEREFORE, the parties hereto hereby agree as follows: 

1. Defined Terms. Unless otherwise defined herein, terms defined in the Equipment Lease Agreement and used herein shall have the
meanings given to them in the Equipment Lease Agreement. 
 2. Amendment to Equipment Lease Agreement. The Equipment
Lease Agreement is hereby amended by deleting Section 5(e) in its entirety and inserting in lieu thereof the following: 

“(e) As soon as available, and in any event no later than 90 days after the end of each fiscal year of PGI, a detailed consolidated
budget for the following fiscal year (including a projected consolidated balance sheet of PGI and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a
summary of the material underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of PGI stating that such Projections have
been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such Projections, it being understood that actual results may vary from such Projections and
that such variations may be material.” 
 3. Effectiveness. This Amendment shall become effective as of the date
(the “Amendment Effective Date”) on which the Lessor shall have received counterparts hereof duly executed by the Company and the Lessor. 
 4. Representations and Warranties. The Lessee hereby represents and warrants that, on and as of the Amendment Effective Date, after giving effect to this Amendment: 

(a) The Lessee is in good standing under the laws of the state of its jurisdiction of incorporation. 

(b) The Lessee is duly authorized to execute and deliver this Amendment and is duly authorized to perform its obligations hereunder.








 (c) The execution, delivery and performance by the Lessee of this Amendment do not and will
not (i) require any consent or approval of any federal, state, local or municipal governmental authority or any other entity or person, except where the failure to obtain any of the foregoing would not have a Material Adverse Effect or
(ii) (A) violate any judgment, order, law, regulation, or rule applicable to Lessee or any provision of Lessee’s charter or bylaws or (B) result in any breach of, constitute a default under or result in the creation of any lien,
charge, security interest or other encumbrance (other than Permitted Liens) upon the Operative Documents or any Equipment pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreements or other material instrument (other than the
Equipment Lease Agreement) to which the Lessee is a party. 
 (d) This Amendment is the legal, valid and binding obligation of
the Lessee, enforceable against the Lessee in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting enforceability of creditors’ rights generally and to general principals of equity. 

(e) No Default has occurred and is continuing; and 
 (f) Each of the representations and warranties of the Lessee in the Equipment Lease Agreement is true and correct in all material respects, on and as of the Amendment Effective Date with the same effect
as though made on and as of the Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects
as of such earlier date). 
 5. Continuing Effect. Except as expressly amended hereby, the Equipment Lease Agreement
shall continue to be and shall remain in full force and effect in accordance with its terms. From and after the date hereof, all references in the Equipment Lease Agreement to “this Agreement”, “hereunder”, “hereof”,
“herein”, or words of like import shall be to the Equipment Lease Agreement as amended hereby. This Amendment shall constitute an Operative Document for purposes of the Equipment Lease Agreement and the other Operative Documents.

 6. Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission or electronic transmission shall be effective as
delivery of a manually executed counterpart hereof. 
 7. Headings. Section headings used in this Amendment are for
convenience of reference only, are not part of this Amendment and are not to affect the constructions of, or to be taken into consideration in interpreting, this Amendment. 
 8. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK. 
 [Signature page follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and
delivered by their duly authorized officers as of the date first written above. 
  

			
	CHICOPEE, INC.
		
	By:	 	 /s/  Dennis E. Norman

		 	Name: Dennis E. Norman
		 	Title: Chief Financial Officer


 [Signature Page to Third Amendment – Equipment Lease Agreement] 







 
					
	GOSSAMER HOLDINGS, LLC
		
		 	BY: GENERAL ELECTRIC CREDIT CORPORATION OF TENNESSEE, its member
			
		 	By:	 	     /s/  Brian E. Miner

		 		 	Name: Brian E. Miner
		 		 	Title: Duly Authorized Signatory
		
		 	BY: ING SPUNMELT HOLDINGS LLC, its member
			
		 	By:	 	     /s/  Jerry L. McDonald

		 		 	Name: Jerry L. McDonald
		 		 	Title: Director


 [Signature Page to Third Amendment – Equipment Lease Agreement]