FIRST AMENDING AGREEMENT to the Credit Agreement dated as of December 20, 2001,
entered into in the City of Montreal, Province of Quebec, as of December 20,
2002,
AMONG: INTERTAPE POLYMER INC., INTERTAPE POLYMER CORP. and each of the
other parties listed in Schedule "K" hereto as joint and several
Facility A Borrowers (hereinafter collectively called the
"Facility A Borrowers")
PARTIES OF THE FIRST PART
AND: IPG HOLDINGS LP (hereinafter called the "Facility B/C Borrower")
PARTY OF THE SECOND PART
AND: INTERTAPE POLYMER GROUP INC., IPG FINANCE LLC and IPG HOLDING
COMPANY OF NOVA SCOTIA (as Guarantors)
PARTIES OF THE THIRD PART
AND: THE LENDERS, AS DEFINED IN THE CREDIT AGREEMENT (the "Lenders")
PARTIES OF THE FOURTH PART
AND: THE TORONTO-DOMINION BANK, AS CANADIAN ADMINISTRATION AGENT FOR
THE LENDERS
PARTY OF THE FIFTH PART
AND: TORONTO DOMINION (TEXAS), INC., AS US ADMINISTRATION AGENT FOR THE
LENDERS
PARTY OF THE SIXTH PART
WHEREAS the parties hereto, other than IPG Financial Services Inc., are
parties to a Credit Agreement dated as of December 20, 2001 (the "Credit
Agreement");
WHEREAS Facility B has been repaid in full and cancelled;
WHEREAS the Borrowers have requested that IPG Financial Services Inc. be
designated a joint and several Facility A Borrower;
WHEREAS the Borrowers have requested a deferral of IPG's obligation to
provide audits under Section 13.22 of the Credit Agreement;
WHEREAS the Borrowers have requested certain changes to the financial
covenants set forth in the Credit Agreement;
WHEREAS, pursuant to the provisions of Section 13.20 of the Credit
Agreement, the designation of IPG Financial Services Inc. as a Facility A
Borrower under the Credit Agreement is conditional upon it being designated a
"Restricted Subsidiary" under the Note Agreements;
WHEREAS, pursuant to the provisions of section 10.5(d) of the Inter-
Creditor Agreement, each of the Lenders and each of the holders of Notes shall
approve a change to the said financial covenants; and
WHEREAS each of the Lenders has agreed with the Borrowers to the amend-
ments contemplated hereby and, as such, has complied with the provisions of the
Credit Agreement and the Inter-Creditor Agreement, as evidenced by their
signature on this Agreement;
NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
I. INTERPRETATION
All of the words and expressions which are capitalized herein shall have
the meanings ascribed to them in the Credit Agreement unless otherwise
indicated herein.
II. AMENDMENTS
1. IPG Financial Services Inc. is hereby designated as a joint and several
Facility A Borrower. Schedules "D", "J", "K", "L" and "N" to the Credit Agree-
ment are hereby deleted and respectively replaced by Schedules "D", "J","K",
"L" and "N" hereto.
2. Section 13.22 of the Credit Agreement is hereby amended and replaced by
the following:
"IPG shall provide, at its expense and upon the written request of the
Agent, an accounts receivable and inventory audit of its Restricted
Subsidiaries and/or an appraisal of the Restricted Subsidiaries' equip-
ment and inventory, such audit and/or appraisal to be performed by an
independent third party acceptable to the Lenders."
3. Section 13.11 of the Credit Agreement is hereby amended and replaced by
the following:
"IPG shall maintain:
13.11.1 at all times during the Term, a ratio of Total Debt to ▇▇▇▇▇▇▇-
dated Total Capitalization not exceeding the following:
Period Ratio
_________________________________________________________________
On or prior to March 30, 2002: 0.59:1
From March 31, 2002 to June 29, 2002: 0.585:1
From June 30, 2002 to September 29, 2002: 0.58:1
From September 30, 2002 to December 30, 2002: 0.575:1
From December 31, 2002 to June 29, 2003: 0.55:1
From June 30, 2003 to December 30, 2003: 0.525:1
On December 31, 2003 and thereafter during the Term: 0.50:1
13.11.2 at the end of each fiscal quarter of IPG during the Term, a
Consolidated ratio of Net Income Available for Fixed Charges to Fixed Charges
for the immediately preceding period of four consecutive fiscal quarters
including the fiscal quarter ending on the calculation date (taken as a single
accounting period) of not less than:
Period Ratio
_________________________________________________________________
On or prior to December 31, 2002 1.75:1
On March 31, 2003 and June 30, 2003: 1.85:1
On September 30, 2003 and thereafter: 2.00:1
13.11.3 at all times during the Term, a minimum Consolidated Net Worth
equal to the sum total of US $275,000,000 and (i) 50% of positive Consolidated
Net Income for the period commencing October 1, 2001 through the end of IPG's
most recently ended fiscal quarter (i.e. without any deduction for net losses)
plus (ii) an amount equal to the aggregate net proceeds of any issuance of
equity Securities during the Term to any Person other than a member of the
Restricted Group;
13.11.4 at the end of each fiscal quarter of IPG during the Term, a ratio
of Total Debt to EBITDA for the immediately preceding period of four consecu-
tive fiscal quarters including the fiscal quarter ending on the calculation
date (taken as a single accounting period) not exceeding the lesser of:
(a)
Period Ratio
__________________________________________________________________
On December 31, 2001: 6.00:1
On March 31, 2002: 5.75:1
On June 30, 2002: 5.50:1
On September 30, 2002 5.25:1
On December 31, 2002: 5.25:1
On March 31, 2003: 5.25:1
On June 30, 2003: 5.00:1
On September 30, 2003: 4.75:1
On December 31, 2003: 4.50:1
On March 31, 2004 4.25:1
On June 30, 2004: 4.00:1
On September 30, 2004, December 31, 2004,
March 31, 2005 and June 30, 2005: 3.50:1
On September 30, 2005 and December 31, 2005 3.25:1
or
(b) beginning with the March 31, 2002 results (i.e. commencing with the
ratio to be applicable in respect of the period ending June 30, 2002), the
actual ratio of Total Debt to EBITDA reported to the Agent in respect of the
previous fiscal quarter, plus 0.25, with equal step down as per the above grid
to apply to the following quarters, provided that such revised ratio shall not
be less than 3.25:1. For example, if the applicable ratio in respect of the
period ending March 31, 2002 was 4.25:1, the applicable ratio in respect of the
period ending June 30, 2002 would be 4.50:1 rather than 5.50:1; and
13.11.5 [intentionally omitted].
In calculating EBITDA for the purposes of this Section 13.11 or any other
provision of this Agreement, (1) the Consolidated severance expenses and other
unusual non-recurring expenses accrued or otherwise incurred by IPG and its
Restricted Subsidiaries during the fiscal year 2001 prior to October 1, 2001,
and (2) any charge to earnings resulting from the re-pricing of stock options
as may be applicable under GAAP, shall all be added to the EBITDA for the
relevant period (including on a trailing 4 quarter basis or trailing 2 quarter
basis as required).
For greater certainty and without limiting any provision of this Agreement,
each of the Borrowers, LLC and IPG acknowledge that the failure to respect any
of the foregoing financial ratios at any time during the Term constitutes a
material breach of this Agreement."
4. Section 14.3 of the Credit Agreement is hereby amended and replaced by
the following:
"Permit any of the Facility B/C Borrower or any of its Subsidiaries,
including Canco and LLC, or IPG Financial Services Inc. to carry on any
business, other than (i) taking such steps as may be necessary to maintain
its existence or to hold Securities of Restricted Subsidiaries, (ii)
provided no Default shall have occurred and be continuing and that no
Event of Default shall have occurred which has not been waived, LLC may
lend money to IPG (US) Inc., (iii) performing any action required here-
under or in respect hereof or under or in respect of any of the Security
Documents, the Note Agreements or the Notes; and (iv) the incurrence of
any Indebtedness permitted by subsection 14.2.4, and, with respect to the
Facility B/C Borrower and IPG Financial Services Inc., Indebtedness
permitted hereunder."
III. CONDITIONS, EFFECTIVE DATE AND UNDERTAKINGS
Save as set provided below, this First Amending Agreement shall become
effective as of December 20, 2002 (the "Effective Date"), provided that each
of the following conditions has been satisfied:
1. The Borrowers shall pay all fees and costs, including legal fees associated
with this Agreement, incurred by the Agent as contemplated by the provisions of
Section 13.15 of the Credit Agreement. The Borrowers shall also pay to each
Lender a fee equal to the product of its Commitment multiplied by 10 basis
points;
2. The Lenders shall be satisfied that the holders of the Notes have consented
hereto and made a similar amendment to the financial covenants set forth in the
Note Agreements, the whole in form and in substance satisfactory to the Agent
and the Lenders' counsel; and
3. No Default shall have occurred and be continuing and no Event of Default
shall have occurred which has not been waived. Without limiting the generality
of the foregoing, the Restricted Group shall have delivered to the Agent the
post-closing opinions of ▇▇▇▇▇▇ ▇▇▇▇▇ and Virginia counsel to the Restricted
Group.
Notwithstanding the foregoing, the amendments made pursuant to sections 1 and
4 of article II shall only become effective when the following additional
conditions have been met:
1. IPG Financial Services Inc. and its shareholders shall have executed and
delivered the Security contemplated by Section 13.13 of the Credit Agreement,
including a pledge of the Securities issued by it. The opinion to be delivered
in accordance with the undertaking below shall also cover such Security;
2. The Borrowers shall provide the opinion of its counsel, in form and
substance acceptable to the Agent and the Lenders' counsel, with respect to
the power, capacity, and authority of IPG Financial Services Inc. to enter
into this First Amending Agreement and to perform its obligations hereunder,
as well as with respect to the enforceability of this First Amending Agreement
and the Security granted pursuant to the provisions of the previous paragraph
hereof;
3. The Lenders shall be satisfied that IPG Financial Services Inc. has been
designated as a "Restricted Subsidiary" under the Note Agreements, the whole
in form and in substance satisfactory to the Agent and the Lenders' counsel;
and
4. After having given effect to the designation of IPG Financial Services Inc.
as a Facility A Borrower, no Default shall have occurred and be continuing and
no Event of Default shall have occurred which has not been waived.
The Agent shall confirm when the foregoing conditions to the amendments made
pursuant to sections 1 and 4 of article II have been met.
The Borrowers hereby undertake to do the following by no later than January
31, 2003:
1. To provide the opinion of its counsel, in form and substance acceptable to
the Agent and the Lenders' counsel, with respect to the power, capacity, and
authority of each member of the Restricted Group to enter into this First
Amending Agreement and to perform its obligations hereunder, as well as with
respect to the enforceability of this First Amending Agreement and the effect
thereof on the enforceability of the Security;
2. To comply with the provisions of the post-closing undertaking described in
subsection 11.1.21 of the Credit Agreement; and
3. To fulfill the above conditions with respect to the amendments made in
sections 1 and 4 of article II.
IV. MISCELLANEOUS
1. All of the provisions of the Credit Agreement which are not amended hereby
shall remain in full force and effect. The Borrowers hereby represent and
warrant that the organizational chart attached hereto is current and accurate
in all respects.
2. This Agreement shall be governed by and construed in accordance with the
Laws of the State of New York.
3. Each member of the Restricted Group acknowledges having taken cognizance
of the provisions of the foregoing First Amending Agreement and agrees that
the Guarantees and Security executed by it (A) remain enforceable against it
in accordance with their terms, and (B) continue to guarantee or secure, as
applicable, all of the obligations of the Persons specified in such Guarantees
and Security Documents in connection with the Credit Agreement, as amended by
this First Amending Agreement.
4. The parties acknowledge that they have required that the present agreement,
as well as all documents, notices and legal proceedings entered into, given or
instituted pursuant hereto or relating directly or indirectly hereto be drawn
up in English. Les parties reconnaissent avoir exige la redaction en anglais
de la presente convention ainsi que de tous documents executes, ▇▇▇▇ ▇▇▇▇▇▇ et
procedures judiciaires intentees, directement ou indirectement, relativement
ou a la suite de la presente convention.
IN WITNESS WHEREOF THE PARTIES HERETO HAVE SIGNED THIS AGREEMENT ON THE DATE
AND AT THE PLACE FIRST HEREINABOVE MENTIONED.
INTERTAPE POLYMER INC. INTERTAPE POLYMER CORP.
Per: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Per: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, CFO ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, President
Address: 110E ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ Bradenton, FL 34210
▇▇▇ ▇▇▇ Attention: President
Attention: Chief Financial Officer Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
IPG (US) HOLDINGS INC. IPG (US) INC.
Per: /s/ H. ▇▇▇▇ ▇▇▇▇▇▇▇ Per: /s/▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
H. ▇▇▇▇ ▇▇▇▇▇▇▇, President ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, President
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President Attention: President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
IPG ADMINISTRATIVE SERVICES INC. CENTRAL PRODUCTS COMPANY
Per: /s/ H. ▇▇▇▇ ▇▇▇▇▇▇▇ Per: /s/H. ▇▇▇▇ ▇▇▇▇▇▇▇
H. ▇▇▇▇ ▇▇▇▇▇▇▇, President H. ▇▇▇▇ ▇▇▇▇▇▇▇, President
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President Attention: President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
INTERTAPE INC. INTERTAPE POLYMER MANAGEMENT CORP.
Per: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Per: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, President ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President Attention: President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
POLYMER INTERNATIONAL CORP. INTERNATIONAL CONTAINER SYSTEMS,
INC.
Per: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Per: /s/Burgess H. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President Attention: President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
UTC ACQUISITION CORP. INTERTAPE INTERNATIONAL CORP.
Per: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Per: /s/Burgess H. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President Attention: President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
COIF HOLDING INC. FIBC HOLDING INC.
Per: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Per: /s/▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Secretary ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, President
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President Attention: President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CAJUN BAG & SUPPLY CORP. INTERPACK MACHINERY INC.
Per: /s/▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ Per: /s/▇. ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, President H. ▇▇▇▇ ▇▇▇▇▇▇▇, President
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: President Attention: President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
SPUNTECH FABRICS INC. IPG HOLDING COMPANY OF NOVA SCOTIA
Per: /s/▇▇▇▇▇ ▇▇▇▇▇ Per: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, Vice President ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Vice President
Address: 110E ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Finance
▇▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Address: 110E ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
Attention: President ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: President
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
IPG HOLDINGS LP, represented by its INTERTAPE POLYMER GROUP INC.
Per: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Per: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, CFO ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, CFO, Vice
Address: 110E ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ President Administration & Secretary
▇▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Address: 110E ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
Attention: General Partner ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Chief Financial Officer
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
IPG FINANCE LLC IPG FINANCIAL SERVICES INC.
Per: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Per: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: President
Attention: President Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
IPG TECHNOLOGIES INC.
Per: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Secretary
Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
THE TORONTO-DOMINION BANK, as THE TORONTO-DOMINION BANK, as Lender
Canadian Agent
Per: /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Per: /s/▇-▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, VP Loan Syndications, ▇-▇ ▇▇▇▇▇, VP Corporate Credit and
Agency Investment Banking
Address: ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ West Per:/s/▇▇▇▇ ▇▇▇▇▇▇▇▇
38th Floor Managing Director, Corporate Credit
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and Investment Banking
Attention: VP Loan, Syndications, Agency Address: ▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ 9th Floor
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: ▇▇▇▇-▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
THE TORONTO-DOMINION BANK, TORONTO DOMINION (TEXAS), INC., as US
NTERNATIONAL BANKING FACILITY, New Agent
York Branch, as Lender
Per:/s/▇▇▇▇ ▇▇▇▇▇▇ Per:/s/▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, Vice President ▇▇▇▇ ▇▇▇▇▇▇, Vice President
Address: ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Address: ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
COMERICA BANK, a Michigan Banking NATIONAL BANK OF CANADA, as Lender
Corporation as Lender
Per:/s/▇▇▇▇▇▇▇ Persons Per:/s/▇▇▇▇▇▇▇ Persons
▇▇▇▇▇▇▇ Persons, First Vice President ▇▇▇▇▇▇▇ Persons, First Vice President
Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Address:1155 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. Persons Attention: ▇▇▇▇▇ ▇▇▇▇▇
Telephone:▇▇▇-▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax:▇▇▇-▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
NATIONAL BANK OF CANADA, NEW YORK COMERICA BANK CANADA BRANCH, as Lender
BRANCH, as Lender
Per:/s/▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President and Manager
/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Assistant Vice President Per:/s/▇▇▇ ▇▇▇▇▇
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Address: Suite 2210, South Tower
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
Vice-President Attention:▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ #▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
SCHEDULE D
SUBSIDIARIES
1. Restricted Subsidiaries
Intertape Polymer Inc. ("IPI")
IPG Holdings LP
IPG (US) Holdings Inc.
IPG Holding Company of Nova Scotia
IPG Finance LLC
IPG (US) Inc.
Central Products Company
IPG Administrative Services Inc.
Intertape Polymer Corp.
Intertape Inc.
Intertape Polymer Management Corp.
Polymer International Corp.
International Container Systems, Inc.
Intertape International Corp.
FIBC Holding Inc.
COIF Holding Inc.
IPG Technologies Inc.
UTC Acquisition Corp.
Interpack Machinery Inc.
Spuntech Fabrics Inc.
Cajun Bag & Supply Corp.
IPG Financial Services Inc.
2. Operating Restricted Subsidiaries
Intertape Polymer Inc.
IPG (US) Holdings Inc.
IPG (US) Inc.
Central Products Company
IPG Administrative Services Inc.
Intertape Polymer Corp.
Intertape Inc.
Intertape Polymer Management Corp.
Polymer International Corp.
International Container Systems, Inc.
Intertape International Corp.
FIBC Holding Inc.
COIF Holding Inc.
IPG Technologies Inc.
UTC Acquisition Corp.
Interpack Machinery Inc.
Spuntech Fabrics Inc.
Cajun Bag & Supply Corp.
IPG Financial Services Inc.
3. Inactive Subsidiaries
IPG Technologies Acquisition Corp. (has no stock issued;
in process of dissolving)
SCHEDULE J
UNRESTRICTED SUBSIDIARIES
Intertape Woven Products, S.A. de C.V.
Intertape Woven Product Services, S.A. de C.V.
Drumheath Indemnity Ltd. ("Drumheath")
Interpack International Ltd.
Intertape Polymer Exports, Inc.
INACTIVE SUBSIDIARIES
IPG Technologies Acquisition Corp. (no stock issued; in process of dissolving)
SCHEDULE K
LIST OF FACILITY A BORROWERS
1. Canadian Borrowers:
a) Intertape Polymer Inc.
b) Interpack Machinery Inc.
c) Spuntech Fabrics Inc.
2. US Borrowers:
a) IPG (US) Holdings Inc.
b) IPG (US) Inc.
c) Central Products Company
d) IPG Administrative Services Inc.
e) Intertape Polymer Corp.
f) Intertape Inc.
g) Intertape Polymer Management Corp.
h) Polymer International Corp.
i) International Container Systems, Inc.
j) Intertape International Corp.
k) FIBC Holding Inc.
l) COIF Holding Inc.
m) IPG Technologies Inc.
n) UTC Acquisition Corp.
o) Cajun Bag & Supply Corp.
p) IPG Financial Services Inc.
SCHEDULE L
LIST OF GUARANTORS
1. Facility A
Intertape Polymer Group Inc.
IPG Holdings LP
IPG Finance LLC
IPG Holding Company of Nova Scotia
2. Facility C
Intertape Polymer Group Inc.
IPG (US) Holdings Inc.
IPG Holding Company of Nova Scotia
IPG Finance LLC
IPG (US) Inc.
Central Products Company
IPG Administrative Services Inc.
Intertape Polymer Corp.
Intertape Inc.
Intertape Polymer Management Corp.
Polymer International Corp.
International Container Systems, Inc.
Intertape International Corp.
FIBC Holding Inc.
COIF Holding Inc.
IPG Technologies Inc.
UTC Acquisition Corp.
Interpack Machinery Inc.
Spuntech Fabrics Inc.
Cajun Bag & Supply Corp.
IPG Financial Services Inc.
SCHEDULE N
LOCATION OF ASSETS, HEAD OFFICES AND TAX IDENTIFICATION NUMBERS
Name of Subsidiary State of Chief Executive Other Places Tax ID
Incorporation/ Office Where Collateral Number
is Located
Intertape Polymer Inc. Canada ▇▇. ▇▇▇▇▇▇▇, ▇▇ ▇▇. ▇▇▇▇▇▇▇, ▇▇;
(corporate Truro, NS;
headquarters) Edmundston, NB 123157695
IPG Holdings LP ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇-▇▇▇▇▇▇▇
▇▇▇ (▇▇) Holdings Inc. Delaware Bradenton, FL None ▇▇-▇▇▇▇▇▇▇
IPG Holding Company of Nova
Scotia Canada Halifax,
Nova Scotia None ▇▇-▇▇▇▇▇▇▇
IPG Finance LLC ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇-▇▇▇▇▇▇▇
▇▇▇ (▇▇) Inc. Delaware Bradenton, FL None ▇▇-▇▇▇▇▇▇▇
Central Products Company Delaware Bradenton, FL Carbondale, IL
Menasha, WI
Brighton, CO
Green Bay, WI
Columbia, SC
Richmond, KY
Marysville, MI
Cumming, GA
Ontario, CA ▇▇-▇▇▇▇▇▇▇
IPG Administrative Services Inc.Delaware Wilmington, DE All manufacturing
locations ▇▇-▇▇▇▇▇▇▇
Intertape Polymer Corp. Delaware Wilmington, DE warehouses ▇▇-▇▇▇▇▇▇▇
Intertape Inc. Virginia Danville, VA Danville, VA
Tremonton, UT ▇▇-▇▇▇▇▇▇▇
Intertape Polymer Management
Corp. Florida Bradenton, FL Bradenton, FL ▇▇-▇▇▇▇▇▇▇
Polymer International Corp. Virginia Bradenton, FL None ▇▇-▇▇▇▇▇▇▇
International Container Systems,
Inc. Florida Bradenton, FL Bradenton, FL ▇▇-▇▇▇▇▇▇▇
Intertape International Corp. Delaware Bradenton, FL None ▇▇-▇▇▇▇▇▇▇
FIBC Holding Inc. Delaware Bradenton, FL None ▇▇-▇▇▇▇▇▇▇
COIF Holding Inc. Delaware Bradenton, FL None ▇▇-▇▇▇▇▇▇▇
IPG Technologies Inc. Delaware Columbia, SC Columbia, SC ▇▇-▇▇▇▇▇▇▇
UTC Acquisition Corp. Delaware Bradenton, FL None ▇▇-▇▇▇▇▇▇▇
Interpack Machinery Inc. Canada ▇▇. ▇▇▇▇▇▇▇, ▇▇ None 119557353
Spuntech Fabrics Inc. Canada Truro,
Nova Scotia None 892293234
Cajun Bag & Supply Corp. Delaware Bradenton, FL Rayne, LA ▇▇-▇▇▇▇▇▇▇
IPG Financial Services Inc. Delaware Wilmington, DE None 522212513
ORGANIZATIONAL CHART
See the attached.
