Exhibit 10.37
AMENDMENT NO. 1 TO
ROLL-IN AGREEMENT
-----------------
This Amendment No. 1 to Roll-In Agreement (this "Amendment") is
entered into as of May 15, 1996 by and among ZB Holdings, Inc., a South Carolina
corporation ("ZBH"), The InterTech Group, Inc., a South Carolina corporation
("InterTech"), Polymer Group, Inc., a Delaware corporation ("PGI"), Polypore,
Inc., a Delaware corporation ("Polypore"), Chase Manhattan Investment Holdings,
Inc., a Delaware corporation ("CMIHI"), Jerry Zucker ("Zucker"), James Boyd
("Boyd"), and Golder, Thoma, Cressey Fund III Limited Partnership, an Illinois
limited partnership ("GTC").
The parties hereto, together with FTG, Inc., a South Carolina
corporation ("FTG"), are parties to a Roll-In Agreement, dated as of November
18, 1994 ("Agreement"). InterTech has acquired all of the PGI capital stock
owned by FTG and, as a result, has succeeded to the rights and obligations of
FTG with respect to such stock under the Agreement. The parties hereto desire
to amend the Agreement in the manner specified herein. Capitalized terms used
herein and not otherwise defined shall have the respective meanings assigned to
such terms in the Agreement.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. Amendments.
(A) The second paragraph of the Agreement (i.e., the second recital)
is hereby amended by deleting such paragraph and replacing it with the
following:
InterTech, GTC, Chase, Zucker and Boyd each own shares of PGI capital
stock (in their capacity as holders of such capital stock, the "PGI
Stockholders"). ZBH, GTC, Chase, Zucker and Boyd each own shares of
Polypore capital stock (in their capacity as holders of such capital
stock, the "Polypore Stockholders"). PGI and Polypore are
collectively referred to herein as the "Companies." The Polypore
Stockholders desire to grant to the PGI Stockholders the option to
cause the Polypore Stock (as defined below) to be exchanged for shares
of PGI Stock (as defined below) on the terms and subject to the
conditions set forth herein.
(B) A third paragraph (i.e., a third recital) is hereby added to the
Agreement as follows:
The parties hereto acknowledge that all outstanding shares of PGI
capital stock are to be exchanged for shares of PGI's common stock,
par value $.01 per share ("PGI Common Stock"), pursuant to a
Recapitalization Agreement to be entered into by and among PGI and
its stockholders as of May 15, 1996 (the "Recapitalization
Agreement"). A portion of the PGI Common Stock to be issued pursuant
to the Recapitalization Agreement will be subject to this Agreement as
set forth in paragraph 1(b) hereof.
(C) Paragraph 1 of the Agreement is hereby amended by deleting such
paragraph and replacing it with the following:
1. Option to Require Exchange of Stock.
(a) At any time, the persons who hold, as of May 15, 1996, a
majority of the PGI Stock (as defined below) (the "PGI Majority
Holders") will have one election, exercisable by written notice
delivered to the Polypore Stockholders not less than 30 days prior to
the closing date selected by the PGI Majority Holders, to cause the
exchange (an "Exchange") by the Polypore Stockholders of the Polypore
Stock for the PGI Stock. Each class of the Polypore Stock shall be
allocated among the PGI Stockholders stock pro rata based upon their
ownership of PGI Stock prior to the exchange. The PGI Stock shall be
allocated among the Polypore Stockholders pro rata based upon the
relative values (determined under paragraph 2 below) of the Polypore
Stock given up in the exchange by each Polypore Stockholder.
(b) For purposes hereof, (i) the "PGI Stock" shall mean, for any
PGI Stockholder, a number of shares of PGI Common Stock equal to 21.5%
of the number of shares of PGI Common Stock into which the shares of
PGI capital stock set forth opposite each PGI Stockholder's name on
Schedule A attached hereto are converted pursuant to the
Recapitalization Agreement (as such number is equitably adjusted for
stock splits, stock dividends, combinations of shares,
recapitalizations and similar transactions), or such lesser number of
shares as may be owned by such PGI Stockholder at the time of an
Exchange, it being understood that this Agreement shall apply to a
certain number of shares of PGI Common Stock rather than any
particular shares of PGI Common Stock; and (ii) the "Polypore Stock"
shall mean, for any Polypore Stockholder, the number of shares of each
class of Polypore capital stock set forth opposite each Polypore
Stockholder's name on Schedule A attached hereto (as such numbers are
equitably adjusted for stock splits, stock dividends, combinations of
shares, recapitalizations and similar transactions); provided that
immediately prior to any Exchange, all shares of convertible preferred
stock of Polypore shall be converted to common stock.
-2-
(c) If any PGI Stockholder owns less than the number of shares of
PGI Stock into which the shares of PGI capital stock set forth
opposite such PGI Stockholder's name on Schedule A attached hereto are
converted pursuant to the Recapitalization Agreement, the amount of
Polypore Stock to be exchanged by the Polypore Stockholders shall be
proportionately reduced, and such Polypore Stock received by the PGI
Stockholders shall be allocated pursuant to (a) above taking into
account such lesser number of shares.
(d) The costs and expenses of any Exchange will be paid 78.5% by
the PGI Stockholders and 21.5% by the Polypore Stockholders.
(D) All references to the defined term "Roll-In" anywhere in the
Agreement shall be amended by deleting such reference and replacing it with
the defined term "Exchange."
(E) Paragraph 2 of the Agreement is hereby amended by deleting the
parenthetical at the end of the last sentence thereof.
(F) Paragraph 3 of the Agreement is hereby amended by deleting the
last three sentences thereof.
(G) Paragraph 4(b) of the Agreement is hereby amended by deleting
such paragraph and replacing it with the following:
(b) Stockholders' Agreements; Regulation Y.
(i) All stockholder agreements relating to the PGI Stock
and/or the Polypore Stock in existence immediately prior to any
Exchange shall remain in full force and effect immediately after such
Exchange, and the PGI Stock or Polypore Stock (as the case may be)
shall continue to be subject to the terms thereof; provided that PGI,
Polypore, the PGI Stockholders and the Polypore Stockholders hereby
waive any restrictions on transfer that may be contained in any such
agreement (whether now in existence or subsequently entered into) with
respect to any Exchange.
(ii) Any holder of stock who is subject to Regulation Y
promulgated by the Board of Governors of the Federal Reserve, or any
successor regulation thereto, will not be required to accept any
securities in an Exchange which it would not be required to accept
under Section 8.2(h) of the Stockholders Agreement, dated as of
November 18, 1994, among Polypore, the Polypore Stockholders and
certain other parties, and the parties will comply with Section 3H of
the Purchase Agreement, dated as of November 18, 1994, among Polypore,
GTC, ZBH and Chase, with respect to any Exchange.
-3-
(H) Paragraph 5 of the Agreement is hereby amended by deleting all
references therein to "PGI Stock".
(I) Paragraph 6 of the Agreement is hereby amended by deleting the
first sentence thereof and replacing it with the following:
Except as otherwise provided herein, no modification, amendment or
waiver of any provision of this Agreement shall be effective against
any party unless such modification, amendment or waiver is approved in
writing by the holders of a majority of the PGI Stock and the holders
of a majority of the Polypore Stock; provided that to the extent any
amendment would materially and adversely affect any party hereto, such
amendment will not be effective without such party's consent.
(J) Paragraph 14 of the Agreement is hereby amended by deleting such
paragraph and replacing it with the following:
This Agreement will terminate on the earlier of (i) the tenth
anniversary of the date hereof and (ii) the occurrence of a Change in
Control. The rights of the PGI Majority Holders hereunder will
terminate on the earlier of (i) the date the Exchange contemplated
hereby is consummated and (ii) the first date on which GTC does not
own any PGI Common Stock. For purposes of this Agreement, "Change in
Control" means the acquisition by an independent third party of a
majority of the voting securities of Polypore or the sale by Polypore
to an independent third party of all or substantially all of its
assets.
2. Conditions to Effectiveness. This Amendment will be effective
only upon (i) the consummation of the initial public offering of PGI's common
stock, and (ii) the execution by Connecticut General Life Insurance Company and
CIGNA Mezzanine Partners III, L.P. of the consent attached hereto as Exhibit I.
3. Miscellaneous. This Amendment may be executed in two or more
counterparts each of which shall be an original and all of which taken together
shall constitute one and the same Amendment. This Amendment shall be governed
by the internal law, and not the law of conflicts, of New York.
* * * * *
-4-
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 1 to Roll-In Agreement on the day and year first above written.
THE INTERTECH GROUP, INC.
By: /s/ Jerry Zucker
-------------------------------------
Its: Chairman, President & CEO
-------------------------------------
POLYMER GROUP, INC.
By: /s/ Jerry Zucker
-------------------------------------
Its: Chairman, President & CEO
-------------------------------------
POLYPORE, INC.
By: /s/ Jerry Zucker
-------------------------------------
Its: Chairman, President & CEO
-------------------------------------
CHASE MANHATTAN INVESTMENT HOLDINGS, INC.
By: /s/ Donna L. Carter
-------------------------------------
Its: Senior Vice President & Treasurer
/s/ Jerry Zucker
------------------------------------------
JERRY ZUCKER
/s/ James G. Boyd
------------------------------------------
JAMES BOYD
CONTINUATION OF SIGNATURE PAGES TO
AMENDMENT NO. 1 TO ROLL-IN AGREEMENT
GOLDER, THOMA, CRESSEY FUND III LIMITED
PARTNERSHIP
By: Golder, Thoma, Cressey, Rauner, L.P.
Its: General Partner
By: /s/ Bruce V. Rauner
-------------------------------------
Its: General Partner
-------------------------------------
ZB HOLDINGS, INC.
By: /s/ Jerry Zucker
-------------------------------------
Its: Chairman, President & CEO
-------------------------------------
SCHEDULE A
----------
PGI Stockholders
----------------
Name PGI Stock/1/
- ---- ------------
Class Class Class Class
A-1 A-2 A-3 B
Common Common Common Common
------ ------ ------ ------
GTC 111,825 115,000 185,902
InterTech 118,476
Zucker 21,802
Boyd 7,267
CMIHI 17,248 14,136
Polypore Stockholders
---------------------
Name Polypore Stock/2/
- ---- -----------------
Class A Class B-1 Class B-2
Preferred Preferred/3/ Preferred/3/ Common Stock
--------- ------------ ------------ ------------
GTC 2,565 18,314
ZBH 5,861 41,872
Zucker 27,876
Boyd 9,289
CMIHI 2,565 18,314
- ---------------------
/1/ Amounts represent PGI capital stock outstanding as of the time of the
Polypore acquisition/formation, as adjusted for the recapitalization which
occurred on March 15, 1995 in connection with the Chicopee acquisition. All
such shares will be converted into PGI Common Stock pursuant to the
Recapitalization Agreement.
/2/ Amounts are equal to 78.5% of each class of capital stock held by the
indicated stockholder.
/3/ All convertible preferred stock will be converted into common stock prior
to the Exchange.
Exhibit I
---------
Consent to Amendment
The undersigned hereby consent to Amendment No. 1 to Roll-In Agreement
in the form attached hereto as Annex 1.
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY
By: CIGNA Investments, Inc. (as Agent)
By:
--------------------------------------
Its:
--------------------------------------
CIGNA MEZZANINE PARTNERS III, L.P.
By: CIGNA Investments, Inc. (as Agent)
By:
--------------------------------------
Its:
--------------------------------------