Exhibit 3
Polymer Group, Inc.
DT Acquisition, Inc.
0000 Xxxxxxx Xxxxxx
X. Xxxxxxxxxx, XX 00000
November 16, 1997
Xxxxx & Lord Incorporated
980 Avenue of the Americas
0xx Xxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
Reference is made to that certain agreement (the "Agreement") dated as
of October 27, 1997, between Polymer Group, Inc. ("PGI"), DT Acquisition Inc.
("DTA") and Xxxxx & Lord Incorporated ("GL"), as supplemented by the letter
agreement (the "LA") dated as of October 27, 0000, xxxxxxx XXX, XXX and GL.
Capitalized terms that are not defined in this letter shall have the meanings
given such terms in the Agreement.
PGI and DTA have been engaged in discussions with Dominion Textile Inc.
and its advisors pursuant to which DTA would increase the per Common Share
consideration payable to holders of outstanding Common Shares and modify certain
of the existing condition in the public takeover bid to acquire such Common
Shares, and Dominion Textile Inc. would recommend that the holders of the Common
Shares accept the takeover bid. PGI and DTA have discussed these events with GL,
and kept GL informed of the content and nature of these discussions.
Pursuant to the Agreement and the LA, in the event PGI and DTA wish to
increase the per Common Share consideration payable to the holders of Common
Shares in the public takeover bid made to acquire the outstanding Common Shares
and First Preferred Shares of Dominion Textile Inc. above CN$14.00, they must
first notify GL and obtain the consent of GL to proceed with the takeover bid.
The notice must also specify whether the takeover bid is to proceed with the
Agreement in place with all of the terms and conditions, including those
contained in Section 3 regarding the calculation of the purchase price for each
Business, in full force and effect and not be modified. In addition in the event
that PGI and DTA wish to modify, amend, waive or remove certain conditions
contained in Section 4 of the takeover bid, GL must be notified of such proposed
changes and must consent to such changes.
Xxxxx & Lord Incorporated
November 16, 1997
This letter will serve to notify GL that PGI and DTA desire to increase
the per Common Share consideration to be payable to holders of outstanding
Common Shares to CN$14.50 per Common Share, and to amend the conditions to the
takeover bid as described in Section 1 of the agreement dated November 16, 1997,
between DTA and Dominion Textile Inc., a copy of which is attached hereto as
Annex A, with no changes to the existing Agreement, including no changes to
Section 3 thereof, and the agreement of GL to such increase in the consideration
to be paid to the holders of the outstanding Common Shares, the changes to the
conditions to the takeover bid, and the continuation of the Agreement with no
changes thereof.
If the foregoing is in accordance with your understanding and
agreement, please indicate your acceptance hereof by executing and returning a
copy of this letter, whereupon this letter will become a binding agreement of
the parties hereto.
Very truly yours,
Polymer Group, Inc.
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: EVP & CFO
DT Acquisition Inc.
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: EVP & CFO
Confirmed and agreed as to the date
first above written.
Xxxxx & Lord Incorporated
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: EVP
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