Exhibit 10.33
AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT
THIS AMENDMENT, dated as of May 15, 1996, is by and between Polymer Group,
Inc. (the "Company"), Chicopee, Inc., a Delaware corporation ("Chicopee") and
Xxxxx Xxxxxx (the "Executive").
WHEREAS, the parties hereto are parties to a Management Agreement dated as
of March 15, 1995 (the "Management Agreement");
WHEREAS, the Company is contemporaneously with the execution hereof
consummating an initial public offering of its common stock; and
WHEREAS, the parties hereto desire to amend certain provisions of the
Management Agreement as set forth herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Vesting. Notwithstanding anything to the contrary contained in the
Management Agreement, all Executive Stock shall be Vested Stock as of the date
hereof.
2. Amendments.
(i) The following definition set forth in Section 1 of the Management
Agreement is hereby amended in its entirety to read as follows:
"Credit Agreement" means the Amended and Restated Credit Agreement
dated as of May 15, 1996 among Polymer Group, Inc. and its subsidiaries and
the Chase Manhattan Bank, N.A. and certain other lenders, as the same may
be amended, modified or amended and restated from time to time.
(ii) The definitions of "Vested Stock" and "Unvested Stock" set forth in
Section 1 of the Management Agreement are hereby deleted in their entirety.
(iii) Sections 3, 4 and 6 of the Management Agreement and any definitions
which are not used outstide of such sections are hereby deleted in their
entirety.
3. Counterparts. This Amendment may be executed in counterparts each of
which may contain the signature of only one party but each such counterpart
shall be deemed an original and all such counterparts taken together shall
constitute one and the same Amendment.
4. Effect of Amendment. The Management Agreement, as previously amended
and otherwise as in effect immediately prior to this Amendment, continues in
full force and effect in accordance with the original terms thereof, except and
to the extent amended hereby. All
references in the Management Agreement shall, from and after the effective date
of this Amendment, refer to the Management Agreement as amended hereby.
5. Definitions. All capitalized terms used in this Amendment and not
otherwise defined herein shall have the meanings given to such terms in the
Management Agreement.
6. Governing Law. All questions concerning the construction, validity and
interpretation of this Amendment will be governed by the internal law, and not
the law of conflicts, of the State of Delaware.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
to Management Agreement as of the date first above written.
POLYMER GROUP, INC.
By: /s/ Xxxxx X. Xxxx
Its: Executive Vice President, Treasurer and
Secretary
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CHICOPEE, INC.
By: /s/ Xxxxx X. Xxxx
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Its: Executive Vice President, Treasurer and
Secretary
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/s/ Xxxxx Xxxxxx
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XXXXX XXXXXX
