BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
SECTION 22.
ADDITIONAL PLEDGORS. PURSUANT TO SECTION 5.16 OF THE CREDIT
AGREEMENT, EACH DOMESTIC SUBSIDIARY OF THE BORROWER THAT WAS NOT IN EXISTENCE OR
NOT A DOMESTIC SUBSIDIARY ON THE DATE OF THE CREDIT AGREEMENT IS REQUIRED TO
ENTER INTO THIS AGREEMENT AS A PLEDGOR UPON BECOMING A DOMESTIC SUBSIDIARY. UPON
EXECUTION AND DELIVERY BY THE COLLATERAL AGENT AND SUCH DOMESTIC SUBSIDIARY OF
AN INSTRUMENT IN THE FORM OF ANNEX I ATTACHED TO THE SECURITY AGREEMENT, SUCH
DOMESTIC SUBSIDIARY SHALL BECOME A PLEDGOR HEREUNDER WITH THE SAME FORCE AND
EFFECT AS IF ORIGINALLY NAMED AS A PLEDGOR HEREIN. THE EXECUTION AND DELIVERY OF
SUCH INSTRUMENT SHALL NOT REQUIRE THE CONSENT OF ANY PLEDGOR HEREUNDER. THE
RIGHTS AND OBLIGATIONS OF EACH PLEDGOR HEREUNDER SHALL REMAIN IN FULL FORCE AND
EFFECT NOTWITHSTANDING THE ADDITION OF ANY NEW PLEDGOR AS A PARTY TO THIS
AGREEMENT.
SECTION 23.
FINANCING STATEMENTS. EACH PLEDGOR HEREBY IRREVOCABLY
AUTHORIZES THE COLLATERAL AGENT AT ANY TIME AND FROM TIME TO TIME TO FILE IN ANY
RELEVANT JURISDICTION ANY INITIAL FINANCING STATEMENTS (INCLUDING FIXTURE
FILINGS) AND AMENDMENTS THERETO THAT CONTAIN THE INFORMATION REQUIRED BY ARTICLE
9 OF THE UNIFORM COMMERCIAL CODE OF EACH APPLICABLE JURISDICTION FOR THE FILING
OF ANY FINANCING STATEMENT OR AMENDMENT RELATING TO THE SECURITIES COLLATERAL,
INCLUDING (I) WHETHER SUCH PLEDGOR IS AN ORGANIZATION, THE TYPE OF ORGANIZATION
AND ANY ORGANIZATIONAL IDENTIFICATION NUMBER ISSUED TO SUCH PLEDGOR, (II) ANY
FINANCING OR CONTINUATION STATEMENTS OR OTHER DOCUMENTS WITHOUT THE SIGNATURE OF
SUCH PLEDGOR WHERE PERMITTED BY LAW, INCLUDING THE FILING OF A FINANCING
STATEMENT DESCRIBING THE SECURITIES COLLATERAL AS "ALL ASSETS IN WHICH THE
PLEDGOR NOW OWNS OR HEREAFTER ACQUIRES RIGHTS" AND (III) IN THE CASE OF A
FINANCING STATEMENT FILED AS A FIXTURE FILING OR COVERING SECURITIES COLLATERAL
CONSTITUTING MINERALS OR THE LIKE TO BE EXTRACTED OR TIMBER TO BE CUT, A
SUFFICIENT DESCRIPTION OF THE REAL PROPERTY TO WHICH SUCH SECURITIES COLLATERAL
RELATES. EACH PLEDGOR AGREES TO PROVIDE ALL INFORMATION DESCRIBED IN THE
IMMEDIATELY PRECEDING SENTENCE TO THE COLLATERAL AGENT PROMPTLY UPON REQUEST.
COPIES OF SUCH FINANCING STATEMENTS, AS FILED, SHOULD BE SENT PROMPTLY TO THE
BORROWER AT THE ADDRESS PROVIDED IN SECTION 9.01 OF THE CREDIT AGREEMENT.
SECTION 24.
NO DEEMED DIVIDEND.NOTWITHSTANDING THE FOREGOING, NO PLEDGOR
SHALL BE REQUIRED TO TAKE ANY ACTION PURSUANT TO THIS AGREEMENT THAT THE
BORROWER HAS REASONABLY DETERMINED WOULD EITHER RESULT IN ADVERSE TAX
CONSEQUENCES UNDER SECTION 956 OF THE CODE OR WOULD CONTRAVENE ANY APPLICABLE
LAW, RULE OR REGULATION.
[SIGNATURE PAGES FOLLOW]
12
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first above written.
POLYMER GROUP, INC.
By:
Name:
Title:
S-1
BONLAM (S.C.), INC.
CHICOPEE, INC.
DOMINION TEXTILE (USA) INC.
FABPRO ORIENTED POLYMERS, INC.
FABRENE CORP.
FABRENE GROUP L.L.C.
FIBERGOL CORPORATION
FIBERTECH GROUP, INC.
FNA ACQUISITION, INC.
FNA POLYMER CORP.
LORETEX CORPORATION
PGI EUROPE, INC.
PGI POLYMER, INC.
PNA