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                                                                    EXHIBIT 10.2


                                                                [Execution Copy]

                                 AMENDMENT NO. 1

          AMENDMENT NO. 1 dated as of March 29, 2003, between POLYMER GROUP,
INC. (the "BORROWER"), each of the entities identified on the signature pages
hereto under the caption "GUARANTORS" (individually, a "GUARANTOR", and together
with the Borrower, the "OBLIGORS") and JPMORGAN CHASE BANK, as administrative
agent for the Lenders (in such capacity, together with its successors in such
capacity, the "ADMINISTRATIVE AGENT").

          The Borrowers, the Guarantors, certain lenders (the "LENDERS") and the
Administrative Agent are party to a Third Amended, Restated and Consolidated
Credit Agreement dated as of March 5, 2003 (the "CREDIT AGREEMENT") providing
for the restructuring of the obligations of the Borrower in respect of the
Existing Loans (as defined in the Credit Agreement) and Existing Letters of
Credit (as therein defined), and providing for new revolving credit loans and
other extensions of credit in an aggregate principal or face amount of up to
U.S. $50,000,000. The Obligors wish to amend the Credit Agreement in certain
respects and, in that connection, the Administrative Agent has been granted
authority by the Majority Lenders (as defined in the Credit Agreement) to
execute and deliver this Amendment No. 1. Accordingly, the Obligors and the
Administrative Agent on behalf of the Majority Lenders hereby agree as follows:

          Section 1. DEFINITIONS. Capitalized terms used but not otherwise
defined herein have the meanings given to them in the Credit Agreement.

          Section 2. AMENDMENTS. Subject to the satisfaction of the conditions
precedent specified in Section 4 below, but effective as of the date hereof, the
Credit Agreement shall be amended as follows:

          2.01. GENERAL. References in the Credit Agreement (including
references to the Credit Agreement as amended hereby) to "this Agreement" or
words of similar import (including indirect references to the Credit Agreement)
shall be deemed to be references to the Credit Agreement as hereby amended.

          2.02. DEFINITIONS. Section 1.01 of the Credit Agreement shall be
amended by amending the following definitions (to the extent already included in
said Section 1.01) and adding the following definitions in the appropriate
alphabetical location (to the extent not already included in said Section 1.01):

          "DEBT ISSUANCE" shall mean any issuance or sale of Indebtedness, other
     than (i) Indebtedness expressly permitted to be incurred pursuant to
     Section 9.07 hereof as in effect on the date hereof, (ii) any other
     Indebtedness to which the Majority Lenders shall have consented to the
     extent that each of the Lenders shall have agreed such Indebtedness shall
     not constitute a "Debt Issuance" for purposes hereof and (iii) Future
     Refinancing

                                 AMENDMENT NO. 1

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     Debt to the extent the proceeds thereof are applied to the payment of the
     principal of (and accrued interest and redemption premium, if any, on) the
     New Senior Subordinated Notes or Junior Subordinated Convertible Notes. It
     is understood and agreed that any issuance of New Senior Subordinated Notes
     (other than any such issuance arising upon a drawing under the GOF Letter
     of Credit as provided in Section 9.07(g)(i) hereof) shall constitute a
     "Debt Issuance" under and for all purposes of this Agreement.

          "QUALIFIED ISSUANCE PROCEEDS" shall mean Net Available Proceeds
     received after the date hereof from either (i) an issuance of New Senior
     Subordinated Notes (other than any such issuance arising upon a drawing
     under the GOF Letter of Credit as provided in Section 9.07(g)(i) hereof) or
     (ii) an Equity Issuance, or from any combination thereof.

          "QUALIFIED PREPAYMENT PROCEEDS" shall mean, proceeds representing
     either (i) proceeds of a drawing under the GOF Letter of Credit pursuant to
     the second paragraph of Section 3.01(c) hereof or (ii) proceeds
     constituting the first U.S. $10,000,000 of Qualified Issuance Proceeds
     received by the Borrower after the date hereof and applied to the
     prepayment of Loans, and deposit of funds into the Term Letter of Credit
     Collateral Account, as required by Section 2.10(b) or 2.10(e) hereof, as
     applicable.

          2.03. INTEREST EXPENSE DEFINITION. Section 1.01 of the Credit
Agreement shall be amended by amending in its entirety the last paragraph of the
definition of "Interest Expense" as follows:

          "Notwithstanding the foregoing, (i) other than for purposes of
     determining Excess Cash Flow, if during any period for which Interest
     Expense is being determined the Borrower or any of its Restricted
     Subsidiaries shall have consummated any Disposition then, for all purposes
     of this Agreement, Interest Expense shall be determined on a pro forma
     basis as if such Disposition (and any Indebtedness repaid as a result of
     such Disposition) had been made or consummated (and such Indebtedness
     incurred or repaid) on the first day of such period (such pro forma
     determination to take into account, inter alia, any increases or decreases
     in the Applicable Margin that would have occurred had such Disposition, and
     related incurrence or repayment of Indebtedness, occurred on the first day
     of such period), (ii) if, as at any date (a "CALCULATION DATE"), fewer than
     four complete consecutive fiscal quarters have elapsed subsequent to the
     Effective Date, Interest Expense shall be calculated (after giving effect
     to the adjustments contemplated in the foregoing clause (i)) only for the
     portion of such period commencing on the Effective Date and ending on the
     calculation date and shall then be annualized by multiplying the amount of
     such Interest Expense by a fraction, the numerator of which is 365 and the
     denominator of which is the number of days during the period commencing on
     the day immediately following the Effective Date through and including the
     calculation date, (iii) if, at any time any prepayment shall be made in
     respect of the Term Loans from any Qualified Prepayment Proceeds, Interest
     Expense shall be determined for the relevant period on a pro forma basis as
     if such prepayment (and any New Senior Subordinated Notes that are issued
     as a result of any drawing under the GOF Letter of Credit) had occurred (or
     been issued) at the beginning of such period and (iv) if all or any

                                 AMENDMENT NO. 1

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     portion of the Junior Subordinated Convertible Notes shall be converted
     into equity of the Borrower as provided in the Junior Subordinated
     Convertible Notes Indenture, Interest Expense shall be determined for the
     relevant period on a pro forma basis as if such conversion had occurred at
     the beginning of such period."

          2.04. OPTIONAL PREPAYMENTS. Section 2.09(d) of the Credit Agreement is
hereby amended to read in its entirety as follows:

          "(d) prepayments of Term Loans, and deposits of funds into the Term
     Letter of Credit Collateral Account, shall be applied to the payments and
     deposits required to be made under Section 3.01(b) hereof in inverse order
     of maturity and may not be reborrowed; PROVIDED that, if specified by the
     Borrower at the time notice of such prepayment is delivered to the
     Administrative Agent, up to an aggregate of U.S. $25,000,000 of the Covered
     Installments (as defined in Section 3.01(c) hereof) may be prepaid in
     direct order of maturity."

          2.05. MANDATORY PREPAYMENTS - EQUITY ISSUANCE. Section 2.10(e) of the
Credit Agreement is hereby amended to read in its entirety as follows:

          "(e) EQUITY ISSUANCE. Upon any Equity Issuance, the Borrower shall
     prepay the Loans (and/or provide cover for Letter of Credit Liabilities as
     specified in Sections 2.03(b)(v) and 2.03(c)(vi) hereof), and/or the
     Revolving Credit Commitments shall be subject to automatic reduction, in an
     aggregate amount equal to 50% of the Net Available Proceeds thereof, if
     any, such prepayment and/or reduction to be effected in each case in the
     manner and to the extent specified in paragraph (i) below, PROVIDED that,
     notwithstanding the foregoing, in the case of any Net Available Proceeds of
     an Equity Issuance received by the Borrower during the fiscal year ending
     January 3, 2004, the Borrower shall be required to prepay the Loans (and/or
     provide cover for Letter of Credit Liabilities) in an amount equal to 100%
     of the first U.S. $10,000,000 of such Net Available Proceeds."

          2.06. MANDATORY PREPAYMENTS - ALLOCATION. Section 2.10(i) of the
Credit Agreement is hereby amended by adding a new paragraph at the end thereof
to read as follows:

          "In addition, notwithstanding anything herein to the contrary, the
     portion of the proceeds of the first U.S. $10,000,000 of Qualified Issuance
     Proceeds received by the Borrower during the fiscal year ending January 4,
     2004 shall be applied to the prepayment of the installments of the Term
     Loans, and cover for the Term Letter of Credit Liabilities, in direct order
     of maturity."

          2.07. GOF LETTER OF CREDIT. Section 3.01(c) of the Credit Agreement is
hereby amended by adding a new paragraph at the end thereof to read as follows:

          "In addition to the foregoing, in the event that at the time the
     Borrower delivers notice of a prepayment under Section 2.09(d) hereof it
     specifies that such prepayment is to be applied to the Covered Installments
     in direct order of maturity, the Borrower may also request that the
     Administrative Agent obtain the required funds for such prepayment

                                 AMENDMENT NO. 1

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     by drawing under the GOF Letter of Credit in an amount equal to such
     requested prepayment. In such event, the Administrative Agent shall make
     such drawing within five Business Days of such request, and shall apply the
     proceeds thereof to such prepayment. To the extent that at any time on or
     before May 15, 2004 the Borrower shall fail to be in compliance with
     Section 9.10(b), 9.10(c) or 9.10(d) hereof and, after two Business Days'
     notice from the Administrative Agent to the Borrower of the Administrative
     Agent's intent to make a drawing on the GOF Letter of Credit, there is no
     outstanding request from the Borrower to make a drawing pursuant to the
     preceding two sentences, the Borrower hereby irrevocably authorizes and
     directs the Administrative Agent to draw the full undrawn face amount of
     the GOF Letter of Credit to be applied to the Covered Installments in
     direct order of maturity as provided above (and, for these purposes, agrees
     that upon such failure to comply, Terms Loans and cover for Term Letters of
     Credit, in an aggregate amount equal to the full undrawn face amount of the
     GOF Letter of Credit, shall be due and payable without presentment, demand,
     protest or other formalities of any kind, all of which are hereby expressly
     waived by the Borrower)."

          2.08. INDEBTEDNESS COVENANT. Section 9.07(g) of the Credit Agreement
is hereby amended to read in its entirety as follows:

          "(g) Indebtedness of the Borrower in respect of the New Senior
     Subordinated Notes (and of any other Group Member, other than a Group
     Member that does not Guarantee the obligations of the Borrower hereunder,
     in respect of a Guarantee of the New Senior Subordinated Notes, so long as
     any such Guarantee is subordinated to the Guarantee hereunder) issued to
     GOF either (i) upon any drawing under the GOF Letter of Credit and to
     evidence the reimbursement obligations of the Borrower to GOF in respect of
     such drawing, in an aggregate principal amount up to but not exceeding U.S.
     $25,000,000 or (ii) otherwise after the date hereof in an aggregate
     additional amount up to but not exceeding U.S. $35,000,000, together with
     in each case interest accrued thereon for any period added to the principal
     thereof;"

          2.09. CERTAIN FINANCIAL COVENANTS. New Section 9.10(e) is hereby
inserted into the Credit Agreement to read as follows:

          "(e) CERTAIN CURE RIGHTS. Notwithstanding the provisions of Section 10
     hereof, but without limiting the obligations of the Borrower under Section
     9.10(c) or 9.10(d) hereof, a breach by the Borrower as at the last day of
     any fiscal quarter of its obligations under said Section 9.10(c) or 9.10(d)
     shall not constitute an Event of Default hereunder (except for purposes of
     Section 7 hereof) until the date (for purposes of this paragraph (e), the
     "CUT-OFF DATE") which is the earlier of the date five days after (i) the
     date the financial statements for the Borrower and its Subsidiaries with
     respect to such fiscal quarter are delivered pursuant to Section 9.01(b)
     hereof or (ii) the latest date on which such financial statements are
     required to be delivered pursuant to said Section 9.01(b), PROVIDED that,
     (x) if following the last day of such fiscal quarter and prior to the
     Cut-Off Date, either (A) the Borrower shall have prepaid the Term Loans,
     and made deposits into the Term Letter of Credit Collateral Account, from
     available cash, or (B) GOF shall have converted Junior Subordinated
     Convertible Notes into equity, in the

                                 AMENDMENT NO. 1

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     aggregate for clauses (A) and (B) in an amount sufficient to bring the
     Borrower into compliance with said Section 9.10(c) or 9.10(d) assuming that
     the Interest Coverage Ratio and the Adjusted Interest Coverage Ratio (as
     the case may be), as of the last day of such fiscal quarter were calculated
     on a pro forma basis as provided in the definition of "Interest Expense"
     giving effect to such prepayment and conversion, then such breach or
     breaches shall be deemed to have been cured and (y) breaches of Sections
     9.10(c) and 9.10(d) hereof may not be deemed to be cured pursuant to this
     Section 9.10(e) more than three times during the term of this Agreement."

          2.10. EVENT OF DEFAULT. Section 10 of the Credit Agreement is hereby
amended by deleting the comma at the end of paragraph (n) thereof and inserting
"; or" in lieu thereof, and inserting a new paragraph (o) after said paragraph
(n) to read as follows:

          "(o) The amendments to the New Senior Subordinated Notes Indenture,
     and the amendments to (or exchange of) the Junior Subordinated Convertible
     Notes, contemplated by Section 4(b) of Amendment No. 1 hereto shall not
     have been effected in a manner in form and substance satisfactory to the
     Administrative Agent on or before May 31, 2003,"

          Section 3. REPRESENTATIONS AND WARRANTIES. Each Obligor hereby
represents and warrants to the Administrative Agent and the Lenders that (a)
after giving effect to the amendments set forth in Section 2 of this Amendment
No. 1, no Default has occurred and is continuing and (b) the representations and
warranties set forth in Section 8 of the Credit Agreement as amended hereby are
true and complete on the date hereof as if made on and as of the date hereof
(or, if any such representation or warranty is expressly stated to have been
made as of a specific date, as of such specific date) and as if each reference
in said Section 8 to "this Agreement" included reference to the Credit Agreement
as amended hereby.

          Section 4. CONDITIONS TO EFFECTIVENESS. As provided in Section 2, the
amendments to the Credit Agreement set forth in Section 2 are subject to, and
will become effective as of the date hereof upon satisfaction of the following
conditions precedent (including, with respect to each document required below to
be delivered, that the Administrative Agent shall have received each such
document, which shall be satisfactory in form and substance to the
Administrative Agent):

          (a) EXECUTION. This Amendment No. 1 shall have been duly executed by
     each Obligor and the Administrative Agent (having obtained the consent of
     the Majority Lenders) as provided on the signature pages hereof.

          (b) SUBORDINATED DEBT DOCUMENTS. The Borrower shall have received a
     commitment from GOF to (i) amend the New Senior Subordinated Notes
     Indenture to provide that interest on the New Senior Subordinated Notes
     accrued from the Effective Date through January 31, 2005, if any such Notes
     are issued, be added to the principal of such Notes and not be payable in
     cash, (ii) either (x) amend the Junior Convertible Subordinated Notes
     Indenture to provide that interest on the Junior Subordinated Convertible
     Notes held by GOF accrued from the Effective Date through January 5, 2004
     shall be added to the principal of such Notes and not be payable in cash,
     or (y) exchange

                                 AMENDMENT NO. 1

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     any Junior Subordinated Convertible Notes held by GOF for a new series of
     junior subordinated convertible notes with identical terms as the
     outstanding Junior Subordinated Convertible Notes, other than to provide
     that interest accrued from the Effective Date through January 5, 2004
     (including interest on the Junior Subordinated Convertible Notes for
     periods prior to such exchange) on such new junior subordinated convertible
     notes be added to the principal of such new notes and not be payable in
     cash and (iii) do such further acts and things as may be required to effect
     the purposes of this Amendment No. 1.

          The Administrative Agent hereby consents to the foregoing for purposes
     of Section 9.14 of the Credit Agreement. In addition, to the extent the
     outstanding Junior Subordinated Convertible Notes are exchanged as provided
     above, the Obligors and the Administrative Agent agree to further amend the
     Credit Agreement as shall be appropriate to provide that such new notes,
     and any related indenture, shall be substituted in the Credit Agreement for
     the term "Junior Subordinated Convertible Notes" and "Junior Subordinated
     Convertible Notes Indenture".

          (c) CONVERSION OF JUNIOR SUBORDINATED CONVERTIBLE NOTES. The Borrower
     shall have received a commitment from GOF pursuant to which GOF shall
     agree, if requested at any time on or before May 15, 2004 by the Borrower,
     to convert outstanding Junior Subordinated Convertible Notes (or any new
     junior subordinated convertible notes issued as contemplated in paragraph
     (b) above) held by GOF in an aggregate amount up to the lesser of U.S.
     $38,000,000 or the amount necessary to cure or avoid any breach of the
     requirements of Section 9.10(a) of the Credit Agreement existing, or
     expected to exist, at the time of such request, into equity of the Borrower
     (as provided in the Junior Subordinated Convertible Notes Indenture, or any
     new junior subordinated convertible notes indenture contemplated in
     paragraph (b) above).

          (d) ADDITIONAL EQUITY OR NEW SENIOR SUBORDINATED NOTES. The
     Administrative Agent shall have received an executed copy of a letter
     issued by GOF to the Borrower pursuant to which, in the event that the
     Borrower shall fail to be in compliance with the requirements of Section
     9.10(c) of the Credit Agreement as at the last day of the third fiscal
     quarter in 2003, and subject to the other conditions therein referred to,
     GOF agrees to make either an equity investment in the Borrower, or to
     purchase additional New Senior Subordinated Notes as contemplated in
     Section 9.07(g)(ii), in an aggregate amount of up to U.S. $10,000,000.

          (e) AMENDMENT FEE. The Administrative Agent shall have received, for
     the account of each Lender that, not later than 5:00 p.m. New York City
     time on April 10, 2003, has authorized the Administrative Agent to execute
     and deliver this Amendment No. 1, an amendment fee in an amount equal to
     0.10% of the sum of such Lender's Revolving Credit Exposure, Term Loans and
     Uncovered Term Letter of Credit Liability on the date of such
     effectiveness.

                                 AMENDMENT NO. 1

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                                      - 7 -

          (f) OTHER DOCUMENTS. The Administrative Agent shall have received such
     other documents as the Administrative Agent or Milbank, Tweed, Hadley &
     McCloy LLP, special New York counsel to JPMCB, may reasonably request.

          Section 5. MISCELLANEOUS. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. For the avoidance
of doubt, this Amendment No. 1 shall not constitute or be deemed, or interpreted
as, a novation. This Amendment No. 1 may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
amendatory instrument and any of the parties hereto may execute this Amendment
No. 1 by signing any such counterpart. This Amendment No. 1 shall be governed
by, and construed in accordance with, the law of the State of New York.

                                 AMENDMENT NO. 1

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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be duly executed and delivered as of the day and year first above
written.

                                  THE BORROWER

                                         POLYMER GROUP, INC.


                                         By: /s/ James G. Boyd
                                            ------------------------------------
                                            Name:  James G. Boyd
                                            Title: Ex. VP, Treasurer and CFO


                                   GUARANTORS

BONLAM (S.C.), INC.                      CHICOPEE HOLDINGS B.V.


By: /s/ James G. Boyd                        By: /s/ James G. Boyd
   --------------------------------             --------------------------------
   Name:  James G. Boyd                         Name:  James G. Boyd
   Title: Ex. VP, Treasurer and CFO             Title: Ex. VP, Treasurer and CFO


CHICOPEE, INC.                           DOMINION TEXTILE MAURITIUS


By: /s/ James G. Boyd                        By: /s/ James G. Boyd
   --------------------------------             --------------------------------
   Name:  James G. Boyd                         Name:  James G. Boyd
   Title: Ex. VP, Treasurer and CFO             Title: Ex. VP, Treasurer and CFO


DOMINION TEXTILE (USA) INC.              DT ACQUISITION INC.


By: /s/ James G. Boyd                        By: /s/ James G. Boyd
   --------------------------------             --------------------------------
   Name:  James G. Boyd                         Name:  James G. Boyd
   Title: Ex. VP, Treasurer and CFO             Title: Ex. VP, Treasurer and CFO

                                 AMENDMENT NO. 1

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                                      - 9 -

FABPRO ORIENTED POLYMERS, INC.           FABRENE CORP.


By: /s/ James G. Boyd                        By: /s/ James G. Boyd
   --------------------------------             --------------------------------
   Name:  James G. Boyd                         Name:  James G. Boyd
   Title: Ex. VP, Treasurer and CFO             Title: Ex. VP, Treasurer and CFO

FABRENE GROUP, INC.                      FABRENE GROUP, L.L.C.


By: /s/ James G. Boyd                        By: /s/ James G. Boyd
   --------------------------------             --------------------------------
   Name:  James G. Boyd                         Name:  James G. Boyd
   Title: Ex. VP, Treasurer and CFO             Title: Ex. VP, Treasurer and CFO

FIBERGOL CORPORATION                     FIBERTECH GROUP, INC.


By: /s/ James G. Boyd                        By: /s/ James G. Boyd
   --------------------------------             --------------------------------
   Name:  James G. Boyd                         Name:  James G. Boyd
   Title: Ex. VP, Treasurer and CFO             Title: Ex. VP, Treasurer and CFO

FNA ACQUISITION INC.                     FNA POLYMER CORP.


By: /s/ James G. Boyd                        By: /s/ James G. Boyd
   --------------------------------             --------------------------------
   Name:  James G. Boyd                         Name:  James G. Boyd
   Title: Ex. VP, Treasurer and CFO             Title: Ex. VP, Treasurer and CFO

LORETEX CORPORATION                      PGI ASSET MANAGEMENT COMPANY


By: /s/ James G. Boyd                        By: /s/ James G. Boyd
   --------------------------------             --------------------------------
   Name:  James G. Boyd                         Name:  James G. Boyd
   Title: Ex. VP, Treasurer and CFO             Title: Ex. VP, Treasurer and CFO

                                 AMENDMENT NO. 1

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                                     - 10 -

PGI EUROPE, INC.                         PGI POLYMER, INC.


By: /s/ James G. Boyd                        By: /s/ James G. Boyd
   --------------------------------             --------------------------------
   Name:  James G. Boyd                         Name:  James G. Boyd
   Title: Ex. VP, Treasurer and CFO             Title: Ex. VP, Treasurer and CFO

PGI NEUNKIRCHEN GMBH                     PGI SERVICING COMPANY


By: /s/ James G. Boyd                        By: /s/ James G. Boyd
   --------------------------------             --------------------------------
   Name:  James G. Boyd                         Name:  James G. Boyd
   Title: Ex. VP, Treasurer and CFO             Title: Ex. VP, Treasurer and CFO


By: /s/ Charlotte Crosby
   ---------------------------------
   Name:
   Title:

POLY-BOND INC.                           PNA CORP.


By: /s/ James G. Boyd                        By: /s/ James G. Boyd
   --------------------------------             --------------------------------
   Name:  James G. Boyd                         Name:  James G. Boyd
   Title: Ex. VP, Treasurer and CFO             Title: Ex. VP, Treasurer and CFO

POLYIONIX SEPARATION                     PRISTINE BRANDS CORPORATION
 TECHNOLOGIES, INC.


By: /s/ James G. Boyd                        By: /s/ James G. Boyd
   --------------------------------             --------------------------------
   Name:  James G. Boyd                         Name:  James G. Boyd
   Title: Ex. VP, Treasurer and CFO             Title: Ex. VP, Treasurer and CFO

TECHNETICS GROUP, INC.


By: /s/ James G. Boyd
   --------------------------------
   Name:  James G. Boyd
   Title: Ex. VP, Treasurer and CFO

                                 AMENDMENT NO. 1

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                              ADMINISTRATIVE AGENT

                                         JPMORGAN CHASE BANK, as Administrative
                                            Agent


                                         By: /s/ Peter A. Dedousis
                                            ------------------------------------
                                            Name:  Peter A. Dedousis
                                            Title: Managing Director

                                AMENDMENT NO. 1