INTERTAPE POLYMER US INC. $125,000,000 8 1/2% Senior Subordinated Notes Due 2014 Purchase AgreementIntertape Woven Products Services S.A. De C.V. • October 26th, 2004 • Converted paper & paperboard prods (no contaners/boxes) • New York
Intertape Polymer US Inc., a corporation organized under the laws of the State of Delaware (“Intertape US”), which is a direct wholly-owned subsidiary of IPG (US) Inc., a corporation organized under the laws of the State of Delaware (“IPG”), and an indirect wholly-owned subsidiary of IPG (US) Holdings Inc., a corporation organized under the laws of the State of Delaware (“Holdings”), and an indirect wholly-owned subsidiary of Intertape Polymer Group Inc., a corporation organized under the laws of Canada (“Parent”), proposes to issue and sell to the several parties named in Schedule I hereto (the “Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives, $125,000,000 aggregate principal amount of its 8 1/2% senior subordinated notes due 2014 (the “Notes”). The Notes will be issued pursuant to an indenture, as amended, supplemented or restated from time to time (the “Indenture”), to be dated as of the Closing Date (as defined below), between Intertape US a
SECOND AMENDMENT OF AGREEMENT OF LIMITED PARTNERSHIP OF IPG HOLDINGS LPIntertape Woven Products Services S.A. De C.V. • October 26th, 2004 • Converted paper & paperboard prods (no contaners/boxes) • Delaware
This Second Amendment of Agreement of Limited Partnership of IPG Holdings LP (the “Partnership”), dated as of July 15, 1999 (the “Amendment”), is entered into by and between Intertape Polymer Inc., a corporation formed under the laws of Canada, as general partner (the “General Partner”), and Intertape Polymer Group Inc., a corporation formed under the laws of Canada, as limited partner (the “Limited Partner”).
CREDIT AGREEMENT Dated as of July 28, 2004 among IPG (US) INC., CENTRAL PRODUCTS COMPANY, IPG ADMINISTRATIVE SERVICES INC., INTERTAPE POLYMER CORP., INTERTAPE INC., IPG TECHNOLOGIES INC. and IPG FINANCIAL SERVICES INC., as the U.S. Borrowers,...Credit Agreement • October 26th, 2004 • Intertape Woven Products Services S.A. De C.V. • Converted paper & paperboard prods (no contaners/boxes) • New York
CREDIT AGREEMENT, dated as of July 28, 2004, among IPG (US) INC., a Delaware corporation (“IPG (US)”), CENTRAL PRODUCTS COMPANY, a Delaware corporation, IPG ADMINISTRATIVE SERVICES INC., a Delaware corporation, INTERTAPE POLYMER CORP., a Delaware corporation, INTERTAPE INC., a Virginia corporation, IPG TECHNOLOGIES INC., a Delaware corporation and IPG FINANCIAL SERVICES INC., a Delaware corporation, (each a “U.S. Subsidiary Borrower” and, collectively, the “U.S. Subsidiary Borrowers” and together with IPG (US), each a “U.S. Borrower” and, collectively, the “U.S. Borrowers”), INTERTAPE POLYMER INC., a corporation organized under the laws of Canada (the “Canadian Borrower” and, together with the U.S. Borrowers, each, a “Borrower” and, collectively, the “Borrowers”), INTERTAPE POLYMER GROUP INC., a corporation organized under the laws of Canada (the “Canadian Parent”), IPG (U.S.) HOLDINGS, INC., a corporation organized under the laws of Delaware (“U.S. Intermediate Holdco”), the financial
INTERTAPE POLYMER US INC. $125,000,000 8 1/2% Senior Subordinated Notes due 2014 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 26th, 2004 • Intertape Woven Products Services S.A. De C.V. • Converted paper & paperboard prods (no contaners/boxes) • New York
Intertape Polymer US Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes, among other things, to issue and sell to the several initial purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $125,000,000 aggregate principal amount of its 8 1/2% Senior Subordinated Notes due 2014 (the “Notes”) upon the terms set forth in a purchase agreement dated July 14, 2004 (the “Purchase Agreement”) relating to the initial placement of the Notes (the “Initial Placement”). The Notes will be guaranteed (the “Guarantees”), fully and unconditionally, jointly and severally, on an unsecured senior subordinated basis by Intertape Polymer Group Inc. (“Parent”), the ultimate parent company of the Company, and other guarantors named in Schedule II hereto (collectively with the Parent, the “Guarantors”), as required under the Indenture (as defined herein). References herein to the “Securitie
INTERTAPE POLYMER US INC., the Guarantors named herein and WILMINGTON TRUST COMPANY, as TrusteeIntertape Woven Products Services S.A. De C.V. • October 26th, 2004 • Converted paper & paperboard prods (no contaners/boxes) • New York
INDENTURE, dated as of July 28, 2004, between INTERTAPE POLYMER US INC., a Delaware corporation, as issuer (the “Company”), the Guarantors named herein and WILMINGTON TRUST COMPANY, as trustee (the “Trustee”).
LIMITED LIABILITY COMPANY AGREEMENT OF IPG FINANCE LLCLimited Liability Company Agreement • October 26th, 2004 • Intertape Woven Products Services S.A. De C.V. • Converted paper & paperboard prods (no contaners/boxes) • Delaware
This Limited Liability Company Agreement (together with the Schedules attached hereto, this “Agreement”) of IPG Finance LLC (the “Company”), is entered into by IPG Holding Company of Nova Scotia, a Nova Scotia unlimited liability company, as the sole member (the “Initial Member”). As used in this Agreement, the term “Member” means the Initial Member and includes any Person (as hereinafter defined) that may hereafter be admitted as an Additional Member (as hereinafter defined) or a Substitute Member pursuant to the provisions of this Agreement. The Directors (as hereinafter defined) shall execute and deliver the Management Agreement (as hereinafter defined). Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to such terms in Exhibit A attached hereto.
