EX-7 6 secondamendcreditagr.txt SECOND AMENDMENT CREDIT AGREEMENT SECOND AMENDING AGREEMENT to the Credit Agreement dated as of December 20, 2001, as amended by a First Amending Agreement dated as of December 20, 2002, entered into in the City of Montreal, Province of Quebec, as of March 14, 2003, AMONG: INTERTAPE POLYMER INC., INTERTAPE POLYMER CORP. and each of the other 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 are parties to a Credit Agreement dated as of December 20, 2001, as amended by a First Amending Agreement (the "First Amending Agreement") dated December 20, 2002 (the "Credit Agreement"); WHEREAS the portion of the First Amending Agreement relating to the desig- nation of IPG Financial Services Inc. as a Facility A Borrower has not yet come into effect; WHEREAS the Borrowers have requested certain changes to the manner in which some of the financial covenants set forth in the Credit Agreement are calculated; 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 such a change to the said financial covenants; and WHEREAS each of the Lenders has agreed with the Borrowers to the amendments 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. AMENDMENT The definition of "Consolidated Net Worth" contained in subsection 1.1.39 of the Credit Agreement is hereby amended and replaced by the following: "Consolidated Net Worth" means, as of the date of any determination thereof, the Consolidated total shareholders' equity of the Restricted Group as of such date, determined on a Consolidated basis, but in any event excluding any amount of such shareholders' equity allocable or attributable to (i) Minority Interests, and (ii) all Investments (other than Permitted Investments) by any member of the Restricted Group. For the purposes of the calculation of the ratios under subsections 13.11.1 and 13.11.3 only and provided that such impairment charges do not exceed US$75,000,000, any non-cash goodwill impairment charges taken in the last fiscal quarter of 2002 as determined in accordance with the accounting rules under FASB 142 and CICA 3062 and CICA 1581 and in accordance with GAAP shall be added back to the Consolidated total shareholders' equity of the Restricted Group as of such date to the extent that the impairment charges have been deducted therefrom;". III. CONDITIONS AND EFFECTIVE DATE Save as set provided below, this Second Amending Agreement shall become effective as of March 14, 2003 (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 the greater of (i) 10 basis points or (ii) the fee in basis points payable to the holders of the Notes under the amending agreements described in section III(2) hereof; 2. The Lenders shall be satisfied that the holders of the Notes have consented hereto in writing and made an amendment to the financial covenants set forth in sections 5.6 and 5.8(a) of 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. IV. MISCELLANEOUS 1. All of the provisions of the Credit Agreement which are not amended hereby shall remain in full force and effect. 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 Second 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 Second Amending Agreement. 4. The Lenders hereby approve the amendments to the Note Agreements annexed hereto as Annex "A". 5. 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, avis donnes et procedures judiciaires intentes, 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/Andrew M. Archibald Per: /s/Gregory S. Yull Andrew M. Archibald, CFO Gregory S. Yull, President Address: 110E Montee de Liesse Address: 3647 Cortez Road West St. Laurent, Quebec Bradenton, FL 34210 H4T 1N4 Attention: President Attention: Chief Financial Officer Telephone: (941) 727-5788 Telephone: (514) 731-7591 Fax: (941) 727-5293 Fax: (514) 731-5477 IPG (US) HOLDINGS INC. IPG (US) INC. Per: /s/ H. Dale McSween Per: /s/Jim Bob Carpenter H. Dale McSween, President Jim Bob Carpenter, President Address: 3647 Cortez Road West Address: 3647 Cortez Road West Bradenton, FL 34210 Bradenton, FL 34210 Attention: President Attention: President Telephone: (941) 727-5788 Telephone: (941) 727-5788 Fax: (941) 727-5293 Fax: (941) 727-5293 IPG ADMINISTRATIVE SERVICES INC. CENTRAL PRODUCTS COMPANY Per: /s/ H. Dale McSween Per: /s/H. Dale McSween H. Dale McSween, President H. Dale McSween, President Address: 3647 Cortez Road West Address: 3647 Cortez Road West Bradenton, FL 34210 Bradenton, FL 34210 Attention: President Attention: President Telephone: (941) 727-5788 Telephone: (941) 727-5788 Fax: (941) 727-5293 Fax: (941) 727-5293 INTERTAPE INC. INTERTAPE POLYMER MANAGEMENT CORP. Per: /s/Gregory A. Yull Per: /s/Burgess H. Hildreth Gregory A. Yull, President Burgess H. Hildreth, President Address: 3647 Cortez Road West Address: 3647 Cortez Road West Bradenton, FL 34210 Bradenton, FL 34210 Attention: President Attention: President Telephone: (941) 727-5788 Telephone: (941) 727-5788 Fax: (941) 727-5293 Fax: (941) 727-5293 POLYMER INTERNATIONAL CORP. INTERNATIONAL CONTTAINER SYSTEMS, INC. Per: /s/Burgess H. Hildreth Per: /s/Burgess H. Hildreth Burgess H. Hildreth, President Burgess H. Hildreth, President Address: 3647 Cortez Road West Address: 3647 Cortez Road West Bradenton, FL 34210 Bradenton, FL 34210 Attention: President Attention: President Telephone: (941) 727-5788 Telephone: (941) 727-5788 Fax: (941) 727-5293 Fax: (941) 727-5293 UTC ACQUISITION CORP. INTERTAPE INTERNATIONAL CORP. Per: /s/Burgess H. Hildreth Per: /s/Burgess H. Hildreth Burgess H. Hildreth, President Burgess H. Hildreth, President Address: 3647 Cortez Road West Address: 3647 Cortez Road West Bradenton, FL 34210 Bradenton, FL 34210 Attention: President Attention: President Telephone: (941) 727-5788 Telephone: (941) 727-5788 Fax: (941) 727-5293 Fax: (941) 727-5293 COIF HOLDING INC. FIBC HOLDING INC. Per: /s/Burgess H. Hildreth Per: /s/Jim Bob Carpenter Burgess H. Hildreth, Secretary Jim Bob Carpenter, President Address: 3647 Cortez Road West Address: 3647 Cortez Road West Bradenton, FL 34210 Bradenton, FL 34210 Attention: President Attention: President Telephone: (941) 727-5788 Telephone: (941) 727-5788 Fax: (941) 727-5293 Fax: (941) 727-5293 CAJUN BAG & SUPPLY CORP. INTERPACK MACHINERY INC. Per: /s/Jim Bob Carpenter Per: /s/H. Dale McSween Jim Bob Carpenter, President H. Dale McSween, President Address: 3647 Cortez Road West Address: 110E Montee de Liesse Bradenton, FL 34210 St. Laurent, Quebec H4T 1N4 Attention: President Attention: President Telephone: (941) 727-5788 Telephone: (514) 731-7591 Fax: (941) 727-5293 Fax: (514) 731-5477 SPUNTECH FABRICS INC. IPG HOLDING COMPANY OF NOVA SCOTIA Per: /s/Piero Greco Per: /s/Andrew M. Archibald Piero Greco, Vice President Andrew M. Archibald, Vice President Address: 110E Montee de Liesse Finance St. Laurent, Quebec H4T 1N4 Address: 110E Montee de Liesse Attention: President St. Lurent, Quebec H4T 1N4 Telephone: (514) 731-7591 Attention: President Fax: (514) 731-5477 Telephone: (514) 731-7591 Fax: (514) 731-5477 IPG HOLDINGS LP, represented by its INTERTAPE POLYMER GROUP INC. Per: /s/Andrew M. Archibald Per: /s/Andrew M. Archibald Andrew M. Archibald, CFO Andrew M. Archibald, CFO, Vice Address: 110E Montee de Liesse President Administration & Secretary St. Laurent, Quebec H4T 1N4 Address: 110E Montee de Liesse Attention: General Partner St. Lurent, Quebec H4T 1N4 Telephone: (514) 731-7591 Attention: Chief Financial Officer Fax: (514) 731-5477 Telephone: (514) 731-7591 Fax: (514) 731-5477 IPG FINANCE LLC IPG FINANCIAL SERVICES INC. Per: /s/Andrew M. Archibald Per: /s/Andrew M. Archibald Andrew M. Archibald, President Andrew M. Archibald, President Address: 1403 Foulk Road, Foulkstone Address: 3647 Cortez Road West Plaza Bradenton, FL 34210 Wilmington, DE 19899 Attention: President Attention: President Telephone: (941) 727-5788 Telephone: (302) 478-1160 Fax: (941) 727-5293 IPG TECHNOLOGIES INC. Per: /s/Andrew M. Archibald Andrew M. Archibald, Secretary Address: 2000 South Beltline Blvd. Columbia, SC 29201 Attention: President Telephone: (803) 799-8800 Fax: (803) 988-7919 THE TORONTO-DOMINION BANK, as THE TORONTO-DOMINION BANK, as Lender Canadian Agent Per: /s/Nigel Sharpley Per: /s/J-F Godin Nigel Sharpley, VP Loan Syndications, J-F Godin, VP Corporate Credit and Agency Investment Banking Address: 66 Wellington Street West Per:/s/Yves Bergeron 38th Floor Managing Director, Corporate Credit Toronto, Ontario M5K 1A2 and Investment Banking Attention: VP Loan, Syndications, Agency Address: 500 St. Jacques Street West Telephone: (416) 983-5030 9th Floor Fax: (416) 982-5535 Montreal, Quebec H2Y 1S1 Attention: Jean-Francois Telephone: (514) 289-0102 Fax: (416) 289-0788 THE TORONTO-DOMINION BANK, TORONTO DOMINION (TEXAS), INC., as US NTERNATIONAL BANKING FACILITY, New Agent York Branch, as Lender Per:/s/Diane Bailey Per:/s/Diane Bailey Diane Bailey, Manager Syndications Diane Bailey, Manager Syndications and Credit Administration and Credit Administration Address: 31 West 52nd Street Address: 909 Fannin, Suite 1700 New York, New York, 10019-6101 Houston, Texas, 77010 Attention: Lynn Chasin Attention: Lynn Chasin Telephone: (713) 427-8531 Telephone: (713) 427-8531 Fax: (713) 951-9921 Fax: (713) 951-9921 COMERICA BANK, a Michigan Banking NATIONAL BANK OF CANADA, as Lender Corporation as Lender Per:/s/Darlene Persons Per:/s/Darlene Persons Darlene Persons, First Vice President Darlene Persons, First Vice President Address: 500 Woodward Avenue, Address:1155 Metcalfe Street Suite 23rd Floor 5th Floor Detroit, Michigan, 48226 Montreal, Quebec, H3B 4S9 Attention: Darlene P. Persons Attention: Linda Gross Telephone:313-222-9125 Telephone: (514) 394-8049 Fax:313-222-3377 Fax: (514) 394-6073 NATIONAL BANK OF CANADA, NEW YORK COMERICA BANK CANADA BRANCH, BRANCH, as Lender as Lender Per:/s/Yvon LaPlante Per:/s/Rob Rosen Vice President and Manager Address: Suite 2210, South Tower /s/Jeffrey Forgach Royal Bank Plaza Assistant Vice President 200 Bay Street, P.O. Box 61 Address: 125 West 55th Street, Toronto, Ontario, M5J 2J2 23rd Floor Attention: Rob Rosen New York, New York, 10019 Telephone: (416) 367-3113 #232 Attention: Auggie Marchetti, Fax: (416) 367-2460 Vice-President Telephone: (212) 632-8539 Fax: (212) 632-5809 ANNEX "A" [TO BE ATTACHED]