EXHIBIT 1.3
"COMERICA -- 4TH AMENDMENT"
FOURTH AMENDMENT
TO RESTATED CREDIT AGREEMENT
This Fourth Amendment to Restated Credit Agreement and Note dated as of
July 15, 1999 by and among IPG HOLDINGS LP, a Delaware limited partnership
("Borrower"), INTERTAPE POLYMER GROUP INC., a Canadian corporation ("Guarantor")
and COMERICA BANK, a Michigan banking corporation ("Bank").
WHEREAS, Borrower, Guarantor and Bank entered into a Restated Revolving
Credit Agreement dated as of May 8, 1998 (the "Original Agreement" and as
amended by the First Amendment (defined below) the "Agreement"), pursuant to
which Borrower incurred certain indebtedness and obligations to Bank and issued
to Bank a certain Eurodollar Revolving Note in the face amount of Fifty Million
Dollars ($50,000,000) made by Borrower to Bank as of May 8, 1998 ("Note");
WHEREAS, Borrower, Guarantor, and Bank entered into a First Amendment to
Credit Agreement dated as of September 1, 1998 (the "First Amendment"), pursuant
to which (i) a subfacility in favor of American Tape Co. ("ATC") was established
under the Agreement, and (ii) amounts available under the Revolving Facility
were limited, inter alia, by amounts outstanding under the ATC Note;
WHEREAS, Borrower, Guarantor and Bank entered into a Second Amendment to
Credit Agreement dated as of January 22, 1999 (the "Second Amendment");
WHEREAS, Borrower, Guarantor and Bank entered into a Third Amendment to
Restated Credit Agreement dated as of May 17, 1999 (the "Third Amendment");
WHEREAS, Borrower, Guarantor and Bank desire to amend certain provisions of
the Agreement on the terms and conditions hereof;
NOW, THEREFORE, it is agreed:
A. DEFINITIONS
1. Capitalized terms used herein and not defined to the contrary have the
meanings given them in the Agreement.
B. AMENDMENT TO AGREEMENT
1. All references to the Note in the Agreement, including, but not limited
to the reference in Section 1.3 of the Agreement, shall mean that certain
Eurodollar Revolving Note in the principal amount of $60,000,000 executed
and delivered by Borrower to Bank of even date herewith as a replacement
to that certain Note executed and delivered in connection with the
Agreement (the "Replacement Note"). Advance under the Replacement Note
are limited by amounts outstanding under the ATC Note (as defined in the
Second Amendment, as amended).
2. The definition of "COMMITMENT AMOUNT" set forth in Section 7.1 of the
Agreement shall be amended to read as follows: "COMMITMENT AMOUNT" means
Sixty Million Dollars ($60,000,000)."
C. REPRESENTATIONS
Borrower hereby represents and warrants that:
1. Execution, delivery and performance of this Amendment and any other
documents and instruments required under this Amendment or the Agreement
are within Borrower's and Company's powers, have been duly authorized,
are not in contravention of law or the terms of their respective
governing instruments, and do not require the consent or approval of any
governmental body, agency, or authority.
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2. This Amendment, and the Agreement as amended by this Amendment, and any
other documents and instruments required under this Amendment or the
Agreement, when issued and delivered under this Amendment or the
Agreement, will be valid and binding in accordance with their terms.
3. The covenants of Borrower and Company set forth in Article V of the
Agreement are true and correct as of the date hereof.
4. No Event of Default, or condition or event which, with the giving of
notice or the running of time, or both, would constitute an Event of
Default under the Agreement, has occurred and is continuing as of the
date hereof.
D. MISCELLANEOUS
1. This Amendment may be executed in counterparts and shall be deemed to
become effective upon such execution and delivery hereof and upon
delivery to Bank of each of the other documents listed on the checklist
attached hereto as Exhibit "A", all in form and content satisfactory to
Bank.
2. Borrower and Company acknowledge and agree that, except as specifically
amended hereby or in connection herewith, all of the terms and conditions
of the Agreement and the other loan documents, remain in full force and
effect in accordance with their original terms.
3. Except as specifically set forth herein, nothing set forth in this
Amendment shall constitute, or be interpreted or construed to constitute,
a waiver of any right or remedy of Bank, or of any default or event of
default whether now existing or hereafter arising.
4. This Amendment, and the Agreement as amended hereby, shall be
interpreted, construed and governed by the laws of the State of Michigan.
WITNESS the due execution hereof as of the day and year first above written.
COMERICA BANK IPG HOLDINGS LP
By: Intertape Polymer Inc.
Its: General Partner
By: /s/Xxxxxxx Persons By: /s/Xxxxxx X. Xxxxxxxxx
Its: Vice President Its: CFO & Secretary
INTERTAPE POLYMER GROUP INC.
By: /s/Xxxxxx X. Xxxxxxxxx
Its: CFO, Secretary-Treasurer & VP
Administration
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