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 Xxxxxx 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 XXXXXX TRUST AND SAVINGS BANK,
AS TRUSTEE
By:
Name:
Title:
