Supplemental Indenture to Senior Subordinated Notes Guarantee by New Subsidiary Guarantor and Harris Trust and Savings Bank

Summary

This Supplemental Indenture, dated April 12, 2001, is an agreement among a new wholly-owned subsidiary of Polymer Group, Inc., Polymer Group, Inc. itself, and Harris Trust and Savings Bank as trustee. The new subsidiary agrees to guarantee Polymer Group, Inc.'s obligations under its $200 million Senior Subordinated Notes due 2008. The agreement ensures that the new subsidiary is bound by the same terms as other guarantors under the original indenture. The agreement is governed by New York law and limits liability to the parties involved, excluding directors, officers, and agents from personal liability.

EX-10.3 4 dex103.txt FORM OF SUPPLEMENTAL INDENTURE, DATED 4/12/01 Exhibit 10.3 SUPPLEMENTAL INDENTURE Supplemental Indenture (this "Supplemental Indenture"), dated as of April 12, 2001, by and among _________________, a ___________ corporation (the "New Subsidiary Guarantor"), a wholly-owned subsidiary of Polymer Group, Inc., a Delaware corporation (the "Company"), and Harris Trust and Savings Bank, as trustee under the indenture referred to below (the "Trustee"). Capitalized terms used herein and not defined herein shall have the meaning ascribed to them in the Indenture. W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (as supplemented, the "Indenture"), dated as of March 5, 1998, providing for the issuance of an aggregate principal amount of $200,000,000 of 8-3/4% Senior Subordinated Notes due 2008 (the "Senior Subordinated Notes"); WHEREAS, Sections 4.19 of the Indenture provide that under certain circumstances the Company is required to cause certain of its Subsidiaries to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiaries shall unconditionally guarantee all of the Company's Obligations under the Senior Subordinated Notes pursuant to a Guarantee on the terms and conditions set forth herein; and WHEREAS, pursuant to Section 10.06 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Senior Subordinated Notes as follows: 1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. Agreement to Subsidiary Guarantee. The New Subsidiary Guarantor hereby agrees, jointly and severally with all other Guarantors, to guarantee the Company's Obligations under the Senior Subordinated Notes and the Indenture on the terms and subject to the conditions set forth in Article 11 of the Indenture and to be bound by all other applicable provisions of the Indenture. 3. No Recourse Against Others. No past, present or future director, officer, employee, incorporator, shareholder or agent of any Guarantor, as such, shall have any liability for any obligations of the Company or any Guarantor under the Senior Subordinated Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Senior Subordinated Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Senior Subordinated Notes. 4. New York Law to Govern. The internal law of the State of New York shall govern and be used to construe this Supplemental Indenture. 5. Counterparts The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 6. Effect of Headings. The section headings herein are for convenience only and shall not affect the construction hereof. 7. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the correctness of the recitals of fact contained herein, all of which recitals are made solely by the New Subsidiary Guarantor. * * * IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written. Dated: April 12, 2001 [_________________________________] By: Name: Title: Date: April __, 2001 HARRIS TRUST AND SAVINGS BANK, AS TRUSTEE By: Name: Title: