OF CREDIT IS AVAILABLE WITH [ISSUING BANK] , AND IS EFFECTIVE
IMMEDIATELY, AGAINST PRESENTATION OF BENEFICIARY DRAFT(S) AT SIGHT DRAWN ON
[ISSUING BANK] , WHEN ACCOMPANIED BY THE DOCUMENTS INDICATED HEREIN.
1.
BENEFICIARY'S DATED STATEMENT PURPORTEDLY SIGNED BY ONE OF ITS AUTHORIZED
SIGNATORIES INDICATING THIS LETTER OF CREDIT NUMBER AND READING AS FOLLOWS:
Exhibit 2-2
"BENEFICIARY HEREBY DEMANDS PAYMENT OF USD
UNDER
THE [ISSUING BANK]
IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER
[
] BECAUSE OF ONE OR MORE OF THE FOLLOWING:
(I) "THE AMOUNT OF THIS DRAWING REPRESENTS AMOUNTS DUE FROM CHICOPEE, INC.
("CHICOPEE") UNDER THE TERMS OF THE CONSTRUCTION AGENCY AGREEMENT ("CAA"), DATED
AS OF JUNE [
], 2010 BETWEEN CHICOPEE AND BENEFICIARY AND/OR THE EQUIPMENT
LEASE AGREEMENT ("LEASE"), DATED AS OF JUNE [
,] 2010, BETWEEN CHICOPEE AND
BENEFICIARY," OR
(II) "A PETITION HAS BEEN FILED BY OR AGAINST POLYMER GROUP, INC. OR
CHICOPEE, INC., UNDER ANY BANKRUPTCY, INSOLVENCY OR SIMILAR LAW," OR
(III) "BENEFICIARY HAS RECEIVED A NOTICE FROM [ISSUING BANK]
TO THE EFFECT THAT
THE [ISSUING BANK]
IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER
[
] WILL NOT BE AUTOMATICALLY RENEWED OR EXTENDED."
2.
THE ORIGINAL LETTER OF CREDIT AND ALL CORRESPONDING AMENDMENTS, IF ANY.
THIS LETTER OF CREDIT IS TRANSFERABLE IN ITS ENTIRETY (BUT NOT IN PART) AND
[ISSUING BANK] ONLY IS AUTHORIZED TO ACT AS THE TRANSFERRING BANK.
WE SHALL NOT
RECOGNIZE ANY TRANSFER OF THIS LETTER OF CREDIT UNTIL THIS ORIGINAL LETTER OF
CREDIT, TOGETHER WITH ANY AMENDMENTS AND A SIGNED AND COMPLETED TRANSFER FORM,
ATTACHED HERETO AS PER ANNEX A, IS RECEIVED BY US AND OUR TRANSFER CHARGES OF 1⁄4
OF 1 PERCENT OF THE TRANSFERRED AMOUNT, MINIMUM $150.00 ARE PAID BY BANK OR
CERTIFIED CHECK.
THE CORRECTNESS OF THE SIGNATURE AND TITLE OF THE PERSON
SIGNING THE TRANSFER FORMS MUST BE VERIFIED BY YOUR BANK.
IN CASE OF ANY
TRANSFER UNDER THIS LETTER OF CREDIT, THE DRAFT AND ANY REQUIRED STATEMENT MUST
BE EXECUTED BY THE TRANSFEREE.
THIS LETTER OF CREDIT MAY NOT BE TRANSFERRED TO
ANY PERSON WITH WHICH U.S. PERSONS ARE PROHIBITED FROM DOING BUSINESS UNDER U.S.
FOREIGN ASSETS CONTROL REGULATIONS OR OTHER APPLICABLE U.S. LAWS AND
REGULATIONS.
TRANSFER CHARGES ARE FOR THE ACCOUNT OF THE APPLICANT.
PARTIAL AND MULTIPLE DRAWINGS PERMITTED.
WE HEREBY AGREE WITH YOU THAT ALL DRAFTS AND DOCUMENTS DRAWN UNDER AND IN
COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT WILL BE DULY
HONORED AND PAYMENT WILL BE MADE HEREUNDER ON THE BUSINESS DAY NEXT SUCCEEDING
THE BUSINESS DAY OF RECEIPT OF THE BENEFICIARY'S DEMAND (WHETHER DELIVERED IN
PERSON, OR
Exhibit 2-3
BY COURIER).
[ISSUING BANK]
WILL EFFECT PAYMENT BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS (IN UNITED STATES DOLLARS) TO THE BENEFICIARY'S
ACCOUNT NO. 50286772 AT DEUTSCHE BANK, NEW YORK BRANCH, ABA NUMBER 021001033,
ACCOUNT NAME: GOSSAMER HOLDINGS, LLC, CUSTOMER: POLYMER GROUP, INC., OR TO SUCH
OTHER ACCOUNT AS THE BENEFICIARY MAY DIRECT IN WRITING.
WE AGREE, FOLLOWING OUR RECEIPT THEREOF, TO EXAMINE ALL DOCUMENTS PURPORTING TO
REPRESENT THE BENEFICIARY'S