0000880224-06-000022.txt : 20060810 0000880224-06-000022.hdr.sgml : 20060810 20060810145504 ACCESSION NUMBER: 0000880224-06-000022 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060810 FILED AS OF DATE: 20060810 DATE AS OF CHANGE: 20060810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERTAPE POLYMER GROUP INC CENTRAL INDEX KEY: 0000880224 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 000000000 STATE OF INCORPORATION: A8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10928 FILM NUMBER: 061020949 BUSINESS ADDRESS: STREET 1: 9999 CAVENDISH BOULEVARD, STE. 200 CITY: VILLE ST LAURENT STATE: A8 ZIP: H4M 2X5 BUSINESS PHONE: 941-739-7500 MAIL ADDRESS: STREET 1: 9999 CAVENDISH BOULEVARD, STE. 200 CITY: VILLE ST LAURENT STATE: A8 ZIP: H4M 2X5 6-K 1 f2006form6k.htm FORM 6-K FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of August, 2006

Commission File Number 1-10928

INTERTAPE POLYMER GROUP INC.

9999 Cavendish Blvd., Suite 200, Ville St. Laurent, Quebec, Canada, H4M 2X5

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F Form 40-F X

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): __________

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): __________

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No X

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with

Rule 12g3-2(b): 82-______

The Information contained in this Report is incorporated by reference into Registration Statement No. 333-109944

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

INTERTAPE POLYMER GROUP INC.

Date: August 10, 2006

By: /s/ Andrew M. Archibald_______

Andrew M. Archibald, C.A., CFO

ORLDOCS 10379415 1

EX-1 2 ipgfirstamendmenttocreditagr.htm IPG-FIRST AMENDMENT TO CREDIT AGREEMENT Standard

FIRST AMENDMENT TO CREDIT AGREEMENT

FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of December 17, 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” and, together with the Canadian Parent and the Borrowers, collectively, the “Loan Agreement Parties”), the financial institutions listed on Schedule 2.01 to the Credit Agreement referred to below, as such Schedule may from time to time be supplemented and amended (collectively, the “Lenders”) and CITICORP NORTH AMERICA, INC., as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

W I T N E S S E T H :

WHEREAS, the Loan Agreement Parties, the Lenders and the Administrative Agent are parties to a Credit Agreement, dated as of July 28, 2004 (as amended, restated, modified and/or supplemented to, but not including, the date hereof, the “Credit Agreement”); and

WHEREAS, subject to the terms, conditions and agreements herein set forth, the parties hereto have agreed to amend the Credit Agreement as herein provided;

NOW, THEREFORE, it is agreed:

Amendments to Credit Agreement.

The definition of “Consolidated EBITDA” appearing in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting the text “September 30, 2004, one-time restructuring charges relating to a plant closure” appearing in clause (I)(iv) of said definition and inserting the text “December 31, 2004, one-time restructuring charges relating to the closing of facilities located in Cumming, Georgia and Montreal, Quebec” in lieu thereof and (ii) deleting the text “$5,000,000” appearing in clause (I)(iv) of said definition and inserting the text “$8,000,000” in lieu thereof.


NEWYORK 4467922 (2K)

Section 6.16 of the Credit Agreement is hereby amended by deleting the text “$25,000,000” appearing directly opposite the text “December 31, 2004” appearing in the table in said Section and inserting the text “$29,000,000” in lieu thereof.

II.

Miscellaneous Provisions.

In order to induce the Lenders to enter into this First Amendment, each of the Loan Agreement Parties hereby represents and warrants that (i) no Default or Event of Default exists as of the First Amendment Effective Date both immediately before and immediately after giving effect thereto and (ii) all of the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on the First Amendment Effective Date both immediately before and immediately after giving effect thereto, with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).

This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Document.

This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Canadian Parent and the Administrative Agent.

THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when each of the following conditions shall have been satisfied:

(i)

each of the Loan Agreement Parties and Lenders constituting the Requisite Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036 Attention: May Yip (facsimile number: 212-354-8113 / email address: myip@whitecase.com); and

(ii)

the Loan Agreement Parties shall have paid to the Administrative Agent and the Lenders all fees, costs and expenses payable to the Administrative Agent and the Lenders to the extent then due pursuant to the Credit Agreement or any other Loan Document.


NEWYORK 4467922 (2K)	2

From and after the First Amendment Effective Date, all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby.

* * *


NEWYORK 4467922 (2K)	3

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.

IPG INC.,
as a U.S. Borrower

By:

/s/ Victor DiTommaso

Name: Victor DiTommaso
Title: Vice President Finance

CENTRAL PRODUCTS COMPANY,
as a U.S. Borrower

By:

/s/ Victor DiTommaso

Name: Victor DiTommaso
Title: CFO

IPG ADMINISTRATIVE SERVICES INC.,
as a U.S. Borrower

By:

/s/ Victor DiTommaso

Name: Victor DiTommaso
Title: Vice President Finance

INTERTAPE POLYMER CORP.,
as a U.S. Borrower

By:

/s/ Burgess H. Hildreth

Name: Burgess H. Hildreth
Title: Vice President

INTERTAPE INC.,
as a U.S. Borrower

By:

/s/ Victor DiTommaso

Name: Victor DiTommaso
Title: Vice President Finance


NEWYORK 4467922 (2K)	4

IPG TECHNOLOGIES INC.,
as a U.S. Borrower

By:

/s/ Burgess H. Hildreth

Name: Burgess H. Hildreth
Title: Vice President

IPG FINANCIAL SERVICES INC.,
as a U.S. Borrower

By:

/s/ Andrew M. Archibald

Name: Andrew M. Archibald
Title: President

INTERTAPE POLYMER INC.,
as Canadian Borrower

By:

/s/ Andrew M. Archibald

Name: Andrew M. Archibald
Title: CFO

INTERTAPE POLYMER GROUP INC.,
as a Guarantor

By:

/s/ Andrew M. Archibald

Name: Andrew M. Archibald
Title: CFO, Secretary, Vice President

Administration

IPG (US) HOLDINGS, INC.,
as a Guarantor

By:

/s/ Victor DiTommaso

Name: Victor DiTommaso
Title: Vice President Finance


NEWYORK 4467922 (2K)	5

CITICORP NORTH AMERICA, INC.,
as Administrative Agent

By:

/s/ C. P. Mahon

Name: C. P. Mahon
Title: Vice President


NEWYORK 4467922 (2K)	6

SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF DECEMBER 17, 2004, AMONG IPG (US) INC., CENTRAL PRODUCTS COMPANY, IPG ADMINISTRATIVE SERVICES INC., INTERTAPE POLYMER CORP., INTERTAPE INC., IPG TECHNOLOGIES INC., IPG FINANCIAL SERVICES INC., INTERTAPE POLYMER INC., INTERTAPE POLYMER GROUP INC., IPG (U.S.) HOLDINGS, INC., VARIOUS LENDERS AND CITICORP NORTH AMERICA, INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Citicorp North America Inc., as Lender

By:

/s/ C. P. Mahon

Name: C. P. Mahon

Title: Vice President


NEWYORK 4467922 (2K)	7

Name of Institution:

Citibank, N.A., Canadian Branch

By:

/s/ Adeel Kheraj

Name: Adeel Kheraj

Title: Authorized Signer


NEWYORK 4467922 (2K)	8

Name of Institution:

TORONTO DOMINION (TEXAS) LLC

By:

/s/ Neva Nesbitt

Name: Neva Nesbitt

Title: Authorized Agent


NEWYORK 4467922 (2K)	9

Name of Institution:

THE TORONTO-DOMINION BANK

By:

/s/ J-F Godin

Name: J-F Godin

Title: Vice-President

By:

/s/ Yves Bergeron

Name: Yves Bergeron

Title: Managing Director


NEWYORK 4467922 (2K)	10

BABSON CLO LTD. 2004-I

BABSON CLO LTD. 2004-II

SOMERS CDO, LIMITED

SUFFIELD CLO, LIMITED

TRYON CLO LTD. 2000-I

By: Babson Capital Management LLC as Collateral Manager

By:

/s/ David P. Wells

Name: David P. Wells, CFA

Title: Managing Director

MAPLEWOOD (CAYMAN) LIMITED

By: Babson Capital Management LLC as Investment Manager

By:

/s/ David P. Wells

Name: David P. Wells, CFA

Title: Managing Director

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By: Babson Capital Management LLC as Investment Adviser

By:

/s/ David P. Wells

Name: David P. Wells, CFA

Title: Managing Director

LOAN FUNDING VIII LLC

By: Babson Capital Management LLC as Portfolio Manager

By:

/s/ David P. Wells

Name: David P. Wells, CFA

Title: Managing Director


NEWYORK 4467922 (2K)	11

BILL & MELINDA GATES FOUNDATION

By: Babson Capital Management LLC as Investment Adviser

By:

/s/ David P. Wells

Name: David P. Wells, CFA

Title: Managing Director


NEWYORK 4467922 (2K)	12

Name of Institution:

CREDIT OPPORTUNITIES FUNDING, INC.

By:

/s/ Diana M. Himes

Name: Diana M. Himes

Title: Assistant Vice President


NEWYORK 4467922 (2K)	13

Name of Institution:

FOREST SPC LLC

By:

/s/ Diana M. Himes

Name: Diana M. Himes

Title: Assistant Vice President


NEWYORK 4467922 (2K)	14

Name of Institution:

CIT LENDING SERVICES CORPORATION

By:

/s/ John P. Sirico, II

Name: John P. Sirico, II

Title: Vice President


NEWYORK 4467922 (2K)	15

Name of Institution:

Comerica Bank

By:

/s/ Mike Messink

Name: Mike Messink

Title: Account Officer


NEWYORK 4467922 (2K)	16

Name of Institution:

Commerzbank AG, New York and Grand Cayman Branches

By:

/s/ Adam T. Strom

Name: Adam T. Strom

Title: Vice President

By:

/s/ Charles W. Polet

Name: Charles W. Polet

Title: Assistant Treasurer


NEWYORK 4467922 (2K)	17

Hewett’s Island CLO II, Ltd.

By: Cypress Tree Investment Management Company, Inc.,

as Portolio Manager

By:

/s/ Jeffrey Magar

Name: Jeffrey Magar, CFO

Title: Managing Director


NEWYORK 4467922 (2K)	18

Name of Institution:

Grayson & Co.

By: Boston Management and Research as Investment Advisor

By:

/s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


NEWYORK 4467922 (2K)	19

Name of Institution:

Senior Debt Portfolio

By: Boston Management and Research as Investment Advisor

By:

/s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


NEWYORK 4467922 (2K)	20

Name of Institution:

Eaton Vance Senior Income Trust

By: Eaton Vance Management as Investment Advisor

By:

/s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


NEWYORK 4467922 (2K)	21

Name of Institution:

Eaton Vance Institutional Senior Loan Fund

By: Eaton Vance Management as Investment Advisor

By:

/s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


NEWYORK 4467922 (2K)	22

Name of Institution:

Eaton Vance CDO III, Ltd.

By: Eaton Vance Management as Investment Advisor

By:

/s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


NEWYORK 4467922 (2K)	23

Name of Institution:

Eaton Vance CDO VI, Ltd.

By: Eaton Vance Management as Investment Advisor

By:

/s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


NEWYORK 4467922 (2K)	24

Name of Institution:

Costantinus Eaton Vance CDO V, Ltd.

By: Eaton Vance Management as Investment Advisor

By:

/s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


NEWYORK 4467922 (2K)	25

Name of Institution:

Eaton Vance Limited Duration Income Fund

By: Eaton Vance Management as Investment Advisor

By:

/s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


NEWYORK 4467922 (2K)	26

Name of Institution:

BIG SKY SENIOR LOAN FUND, LTD.

By: Eaton Vance Management as Investment Advisor

By:

/s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


NEWYORK 4467922 (2K)	27

Name of Institution:

EATON VANCE FLOATING-RATE INCOME TRUST

By: Eaton Vance Management as Investment Advisor

By:

/s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


NEWYORK 4467922 (2K)	28

Name of Institution:

EATON VANCE VT FLOATING-RATE INCOME FUND

By: Eaton Vance Management as Investment Advisor

By:

/s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


NEWYORK 4467922 (2K)	29

Name of Institution:

TOLLI & CO.

By: Eaton Vance Management as Investment Advisor

By:

/s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


NEWYORK 4467922 (2K)	30

Name of Institution:

THE NORINCHUKIN BANK, NEW YORK BRANCH,

through State Street Bank and Trust Company N.A. as

Fiduciary Custodian

By: Eaton Vance Management, Attorney-in-Fact

By:

/s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


NEWYORK 4467922 (2K)	31

Name of Institution:

EATON VANCE SENIOR FLOATING-RATE TRUST

By: Eaton Vance Management as Investment Advisor

By:

/s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


NEWYORK 4467922 (2K)	32

Name of Institution:

General Electric Capital Corporation

By:

/s/ Brian P. Schwinn

Name: Brian P. Schwinn

Title: Duly Authorized Signatory


NEWYORK 4467922 (2K)	33

Name of Institution:

HSBC Bank, USA

By:

/s/ Barbara Baltar

Name: Barbara Baltar

Title: FVP


NEWYORK 4467922 (2K)	34

Name of Institution:

CHAMPLAIN CLO, LTD.

By: INVESCO Senior Secured Management, Inc.

as Collateral Manager

By:

/s/ Joseph Rotondo

Name: Joseph Rotondo

Title: Authorized Signatory


NEWYORK 4467922 (2K)	35

Name of Institution:

DIVERSIFIED CREDIT PORTFOLIO, LTD.

By: INVESCO Senior Secured Management, Inc.

as Investment Adviser

By:

/s/ Joseph Rotondo

Name: Joseph Rotondo

Title: Authorized Signatory


NEWYORK 4467922 (2K)	36

Name of Institution:

AIM FLOATING RATE FUND

By: INVESCO Senior Secured Management, Inc.

as Sub-Adviser

By:

/s/ Joseph Rotondo

Name: Joseph Rotondo

Title: Authorized Signatory


NEWYORK 4467922 (2K)	37

Name of Institution:

LOAN FUNDING IX LLC

By: INVESCO Senior Secured Management, Inc.

as Portfolio Manager

By:

/s/ Joseph Rotondo

Name: Joseph Rotondo

Title: Authorized Signatory


NEWYORK 4467922 (2K)	38

Name of Institution:

APEX (Trimaran) CDO I, LTD.

By: Trimaran Advisors, L.L.C.

By:

/s/ David M. Millison

Name: David M. Millison

Title: Managing Director


NEWYORK 4467922 (2K)	39

Name of Institution:

UPS Capital Corporation

By:

/s/ John P. Holloway

Name: John P. Holloway

Title: Director of Portfolio Management


NEWYORK 4467922 (2K)	40

SCHEDULE I

The Canadian Parent desires to unwind the corporate structure comprised of IPG Holdings LP, IPG Finance LLC, and IPG Holding Company of Nova Scotia, referred to as the “Special Purpose Finance Subsidiaries” in the Credit Agreement pursuant to a series of transactions including the following actions (collectively, the “Special Purpose Finance Subsidiaries Unwind Transaction”):

IPG (US) Inc. will borrow $52,455,106 pursuant to a daylight loan from Comerica Bank (the “Daylight Loan”) on December 28, 2004. Comerica Bank will flow the proceeds of the Daylight Loan through the accounts of the entities listed below and such proceeds will be applied by each entity for the purpose indicated. The Daylight Loan will then be repaid to Comerica Bank on the same day.

IPG (US) Inc. to IPG Finance LLC to repay Intercompany Debt.

IPG Finance LLC to IPG Holding Company of Nova Scotia as a reduction of capital.

IPG Holding Company of Nova Scotia to Intertape Polymer Inc. as a reduction of capital.

Intertape Polymer Inc. to IPG Holdings LP to repay Intercompany Debt.

IPG Holdings LP to IPG (US) Holdings Inc. for Preferred Equity of IPG (US) Holdings Inc.

IPG (US) Holdings Inc. to IPG (US) Inc. to acquire additional common shares of IPG (US) Inc.

IPG (US) Inc. to Comerica Bank to repay the Daylight Loan.

As a consequence of the foregoing, $53,747,059 of Intercompany Debt will be repaid, including as capital contributions to the respective intercompany borrowers as follows:

IPG (US) Inc. to Intertape Inc.:

$10,000,000

IPG (US) Inc. to Central Products Company

$12,455,106

$10,452,313

$29,000,000

IPG (US) Inc. to Intertape Polymer Corp.

$ 1,000,000

Central Products Company to Intertape Inc.

$88,363,744

As part of the flow of funds, IPG Holdings LP is to acquire Preferred Equity of IPG (US) Holdings Inc. It is necessary to amend the certificate of incorporation of IPG (US) Holdings Inc. to authorize the preferred shares, the terms of which will be identical to those of IPG (US) Holdings Inc.’s common stock with two exceptions, first, that IPG (US) Holdings Inc. may at any time redeem such Preferred Equity for the same amount such Preferred Equity was acquired for and second, IPG Holdings LP can require IPG (US) Holdings Inc. to redeem at any time the such Preferred Equity that it holds for the same amount that such Preferred Equity was acquired for. It is anticipated, however, that the Preferred Equity of IPG (US) Holdings Inc. issued to IPG Holdings LP in connection with the Special Purpose Finance Subsidiaries Unwind Transaction


NEWYORK 4467922 (2K)	41

on December 28, 2004 [and in November, 2005]¹ will remain outstanding. The share certificates evidencing such Preferred Equity will be delivered as additional Collateral pursuant to the U.S. Pledge Agreement in accordance with the terms thereof.

IPG Finance LLC and IPG Holding Company of Nova Scotia will be formally dissolved on or before December 31, 2005 and IPG Holdings LP will remain as the holder of the Preferred Equity of IPG (US) Holdings Inc. and will not be dissolved.

ORLDOCS 10438734 1

Footnotes

ITP to explain – will additional preferred shares be issued at a later date?


NEWYORK 4467922 (2K)	42

EX-2 3 ipgsecondamendmenttocreditag.htm IPG-SECOND AMENDMENT TO CREDIT AGREEMENT Converted by EDGARwiz

SECOND AMENDMENT AND CONSENT TO CREDIT AGREEMENT

SECOND AMENDMENT AND CONSENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of September 26, 2005, 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 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”), INTERTA PE POLYMER GROUP INC., a corporation organized under the laws of Canada (the “Canadian Parent”), IPG (US) HOLDINGS INC., a corporation organized under the laws of Delaware (“U.S. Intermediate Holdco” and, together with the Canadian Parent and the Borrowers, collectively, the “Loan Agreement Parties”), the financial institutions listed on Schedule 2.01 to the Credit Agreement referred to below, as such Schedule may from time to time be supplemented and amended (collectively, the “Lenders”) and CITICORP NORTH AMERICA, INC., as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

W I T N E S S E T H :

WHEREAS, subject to the terms, conditions and agreements herein set forth, the parties hereto wish to amend the Credit Agreement and the Lenders wish to grant a consent to certain provisions of the Credit Agreement, in each case as herein provided;

NOW, THEREFORE, it is agreed:

Amendments to Credit Agreement.

Section 6.03(a)(i) of the Credit Agreement is hereby amended by deleting the text “involving a U.S. Borrower, such” appearing in said Section and inserting the text “involving one or more U.S. Borrowers, a” in lieu thereof.

Section 6.07(i)(x) is hereby amended by deleting the text “pay dividends” appearing in said Section and inserting the text “make Restricted Payments” in lieu thereof.


NEWYORK 4549706 (2K)

II.

Consents to Credit Agreement.

Notwithstanding anything to the contrary contained in the Credit Agreement, the Lenders hereby consent and agree that:

(i)

IPG (US) may incur a “daylight loan” from Comerica Bank on or before December 30, 2005, in an aggregate principal amount not to exceed $53,000,000 (the “Daylight Loan”), so long as the full principal amount of the Daylight Loan (together with any accrued interest thereon) is repaid (or paid, as applicable) no later than 5:00 P.M. (New York Time) on the same day that the Daylight Loan is incurred;

(ii)

(I) U.S. Intermediate Holdco may amend its Articles of Incorporation to authorize the issuance of, and may thereupon issue, Preferred Equity to IPG Holdings and (II) IPG Holdings may own and hold such Preferred Equity, in any such case so long as (and only for so long as) (x) 100% of such shares of Preferred Equity are at all times owned by IPG Holdings and pledged to Collateral Agent pursuant to the U.S. Pledge Agreement and (y) IPG Holdings at all times remains a Wholly-Owned Subsidiary of the Canadian Parent (it being understood and agreed that the issuance of Preferred Equity by U.S. Intermediate Holdco in accordance with the foregoing provisions shall not (1) give rise to, or constitute, a “Change in Control” for purposes of the definition thereof appearing in Section 1.01 of the Credit Agreement or (2) constitute a breach of Section 5.12 (a), 6.01(b), 6.10(a)(i), 6.12(e) or any other Section of the Credit Agreement); and

(iii)

IPG Holding Company of Nova Scotia and IPG Finance LLC may liquidate, dissolve, merge or amalgamate into the Canadian Borrower, so long as (x) the Canadian Borrower is the surviving Person of any such liquidation, dissolution, merger or amalgamation and (y) in connection with such liquidation, dissolution, merger or amalgamation, the Canadian Borrower or such other Subsidiary, as appropriate, shall take all actions necessary or reasonably requested by the Collateral Agent to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Collateral Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 5.10, 5.11 and 5.12, in each case, on the terms set forth therein and to the extent applicable (it being understood and agreed that the liquidation, dissolution, merger or amalgamation of IPG Holding Com pany of Nova Scotia and/or IPG Finance LLC in accordance with the foregoing provisions shall not constitute a breach of Section 6.03(a) of the Credit Agreement).

III.

Miscellaneous Provisions.

In order to induce the Lenders to enter into this Second Amendment, each of the Loan Agreement Parties hereby represents and warrants that (i) no Default or Event of Default exists as of the Second Amendment Effective Date both immediately before and immediately after giving effect thereto and (ii) all of the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material


NEWYORK 4549706 (2K)	2

respects on the Second Amendment Effective Date both immediately before and immediately after giving effect thereto, with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).

This Second Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Document.

This Second Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Canadian Parent and the Administrative Agent.

THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

This Second Amendment shall become effective on the date (the “Second Amendment Effective Date”) when each of the following conditions shall have been satisfied:

(i)

(ii)

From and after the Second Amendment Effective Date, all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby.

* * *


NEWYORK 4549706 (2K)	3

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.

IPG (US) INC.,
as a U.S. Borrower

By:

/s/ Victor DiTommaso

Name: Victor DiTommaso
Title: Vice President Finance

CENTRAL PRODUCTS COMPANY,
as a U.S. Borrower

By:

/s/ Victor DiTommaso

Name: Victor DiTommaso
Title: CFO

IPG ADMINISTRATIVE SERVICES INC.,
as a U.S. Borrower

By:

/s/ Victor DiTommaso

Name: Victor DiTommaso
Title: Vice President Finance

INTERTAPE POLYMER CORP.,
as a U.S. Borrower

By:

/s/ Gregory Yull

Name: Gregory Yull
Title: President

IPG FINANCIAL SERVICES INC.,
as a U.S. Borrower

By:

/s/ Andrew M. Archibald

Name: Andrew M. Archibald
Title: President


NEWYORK 4549706 (2K)	4

INTERTAPE POLYMER INC.,
as Canadian Borrower

By:

/s/ Andrew M. Archibald

Name: Andrew M. Archibald
Title: CFO

INTERTAPE POLYMER GROUP INC.,
as a Guarantor

By:

/s/ Andrew M. Archibald

Name: Andrew M. Archibald

Title: CFO & Secretary

IPG (US) HOLDINGS INC.,
as a Guarantor

By:

/s/ Victor DiTommaso

Name: Victor DiTommaso
Title: Vice President Finance


NEWYORK 4549706 (2K)	5

CITICORP NORTH AMERICA, INC.,
Individually and as Administrative Agent

By:

/s/ C. P. Mahon

Name: C. P. Mahon
Title: Vice President


NEWYORK 4549706 (2K)	6

SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF SEPTEMBER 26, 2005, AMONG IPG (US) INC., CENTRAL PRODUCTS COMPANY, IPG ADMINISTRATIVE SERVICES INC., INTERTAPE POLYMER CORP., IPG FINANCIAL SERVICES INC., INTERTAPE POLYMER INC., INTERTAPE POLYMER GROUP INC., IPG (US) HOLDINGS INC., VARIOUS LENDERS AND CITICORP NORTH AMERICA, INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Citicorp North America, Inc.

By:

/s/ David E. Graber

Name: David E. Graber

Title: Attorney-in-Fact


NEWYORK 4549706 (2K)	7

Name of Institution:

Citibank, N.A., Canadian Branch

By:

/s/ Niyousha Zarinpour

Name: Niyousha Zarinpour

Title: Authorized Signer


NEWYORK 4549706 (2K)	8

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By: Babson Capital Management LLC as Investment Adviser

By:

/s/ Marcus Sowell

Name: Marcus Sowell

Title: Managing Director

MAPLEWOOD (CAYMAN) LIMITED

By: Babson Capital Management LLC as Investment Manager

By:

/s/ Marcus Sowell

Name: Marcus Sowell

Title: Managing Director

SOMERS CDO, LIMITED

SUFFIELD CLO, LIMITED

BABSON CLO LTD. 2004-II

BABSON CLO LTD. 2005-I

BABSON CLO LTD. 2004-II

BABSON CLO LTD. 2005-II

By: Babson Capital Management LLC as Collateral Manager

By:

/s/ Marcus Sowell

Name: Marcus Sowell

Title: Managing Director

BILL & MELINDA GATES FOUNDATION

By: Babson Capital Management LLC as Investment Adviser

By:

/s/ Marcus Sowell

Name: Marcus Sowell

Title: Managing Director


NEWYORK 4549706 (2K)	9

Name of Institution:

CIT LENDING SERVICES CORPORATION

By:

/s/ Barbara Habhab

Name: Barbara Habhab

Title: Vice President


NEWYORK 4549706 (2K)	10

Name of Institution:

Comerica Bank

By:

/s/ Mike Messink

Name: Mike Messink

Title: Commercial Banking Officer


NEWYORK 4549706 (2K)	11

Name of Institution:

Commerzbank AG, New York and Grand Cayman Branches

By:

/s/ Adam T. Strom

Name: Adam T. Strom

Title: Vice President

By:

/s/ Henry J. Spark

Name: Henry J. Spark

Title: Assistant Vice President


NEWYORK 4549706 (2K)	12

Name of Institution:

Deutsche Bank Trust Company Americas

By: DB Services New Jersey, Inc.

By:

/s/ Deirdre Whorton

Name: Deirdre Whorton

Title: Assistant Vice President

By:

/s/ Deborah O’Keeffe

Name: Deborah O’Keeffe

Title: Vice President


NEWYORK 4549706 (2K)	13

Name of Institution:

SENIOR DEBT PORTFOLIO

By: Boston Management and Research as Investment Advisor

By:

/s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


NEWYORK 4549706 (2K)	14

Name of Institution:

EATON VANCE SENIOR INCOME TRUST

By: Eaton Vance Management as Investment Advisor

By:

/s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


NEWYORK 4549706 (2K)	15

Name of Institution:

EATON VANCE INSTITUTIONAL SENIOR LOAN FUND

By: Eaton Vance Management as Investment Advisor

By:

/s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


NEWYORK 4549706 (2K)	16

Name of Institution:

EATON VANCE CDO III, LTD.

By: Eaton Vance Management as Investment Advisor

By:

/s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


NEWYORK 4549706 (2K)	17

Name of Institution:

COSTANTINUS EATON VANCE CDO V LTD.

By: Eaton Vance Management as Investment Advisor

By:

/s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


NEWYORK 4549706 (2K)	18

Name of Institution:

EATON VANCE CDO VI LTD.

By: Eaton Vance Management as Investment Advisor

By:

/s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


NEWYORK 4549706 (2K)	19

Name of Institution:

GRAYSON & CO.

By: Boston Management and Research as Investment Advisor

By:

/s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


NEWYORK 4549706 (2K)	20

Name of Institution:

BIG SKY SENIOR LOAN FUND, LTD.

By: Eaton Vance Management as Investment Advisor

By:

/s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


NEWYORK 4549706 (2K)	21

Name of Institution:

THE NORINCHUKIN BANK, NEW YORK BRANCH,

through State Street Bank and Trust Company N.A. as

Fiduciary Custodian

By: Eaton Vance Management, Attorney-in-Fact

By:

/s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


NEWYORK 4549706 (2K)	22

Name of Institution:

EATON VANCE VT FLOATING-RATE INCOME FUND

By: Eaton Vance Management as Investment Advisor

By:

/s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


NEWYORK 4549706 (2K)	23

Name of Institution:

EATON VANCE LIMITED DURATION INCOME FUND

By: Eaton Vance Management as Investment Advisor

By:

/s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


NEWYORK 4549706 (2K)	24

Name of Institution:

TOLLI & CO.

By: Eaton Vance Management as Investment Advisor

By:

/s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


NEWYORK 4549706 (2K)	25

Name of Institution:

EATON VANCE SENIOR FLOATING-RATE TRUST

By: Eaton Vance Management as Investment Advisor

By:

/s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


NEWYORK 4549706 (2K)	26

Name of Institution:

EATON VANCE FLOATING-RATE INCOME TRUST

By: Eaton Vance Management as Investment Advisor

By:

/s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President


NEWYORK 4549706 (2K)	27

Name of Institution:

FRANKLIN CLO III, LIMITED

By:

/s/ David Ardini

Name: David Ardini

Title: Vice President


NEWYORK 4549706 (2K)	28

Name of Institution:

FRANKLIN FLOATING RATE DAILY ACCESS FUND

FRANKLIN FLOATING RATE MASTER SERIES

By:

/s/ Richard Hsu

Name: Richard Hsu

Title: Vice President


NEWYORK 4549706 (2K)	29

Name of Institution:

HSBC Bank USA, National Association

By:

/s/ Bruce Wicks

Name: Bruce Wicks

Title: First Vice President


NEWYORK 4549706 (2K)	30

Name of Institution:

Toronto Dominion (Texas) LLC

By:

/s/ Jim Bridwell

Name: Jim Bridwell

Title: Authorized Agent

ORLDOCS 10438739 1


NEWYORK 4549706 (2K)	31

EX-3 4 ipgthirdamendmenttocreditagr.htm IPG-THIRD AMENDMENT TO CREDIT AGREEMENT Converted by EDGARwiz

THIRD AMENDMENT TO CREDIT AGREEMENT

THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as of June 28, 2006, among IPG (US) Inc. (“IPG (US)”), Central Products Company, IPG Administrative Services Inc., Intertape Polymer Corp. and IPG Financial Services Inc. (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. (the “Canadian Borrower” and, together with the U.S. Borrowers, each, a “Borrower” and, collectively, the “Borrowers”), Intertape Polymer Group Inc. (the “Canadian Parent”), IPG (U.S.) Holdings, Inc. (“U.S. Intermediate Holdco” and, to gether with the Canadian Parent and the Borrowers, collectively, the “Loan Agreement Parties”), the financial institutions listed on Schedule 2.01 to the Credit Agreement referred to below, as such Schedule may from time to time be supplemented and amended (collectively, the “Lenders”) and Citicorp North America, Inc., as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

W I T N E S S E T H :

WHEREAS, subject to the terms, conditions and agreements herein set forth, the parties hereto have agreed to amend the Credit Agreement as herein provided;

NOW, THEREFORE, it is agreed:

Amendments to Credit Agreement.

The definition of “Consolidated EBITDA” appearing in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting the text “ and (ix)” appearing in clause (I) of said definition and inserting the text “, (ix)” in lieu thereof, and (ii) inserting the text “, (x) in the case of any period including the Fiscal Quarter ended June 30, 2006, one-time charges of the Canadian Parent and its Subsidiaries actually incurred during such Fiscal Quarter for the purposes listed on Schedule 1.01, in an aggregate amount for all charges incurred for each such purpose during such Fiscal Quarter not to exceed the amount listed opposite such purpose under the heading “Maximum Permitted Amount” on Schedule 1.01, (xi) in the case of any period including the Fiscal Quarter ended September 30, 2006, one-time Aircraft Lease Termination Charges of the Canadian Parent and its Subsidiaries actually incurred during such Fiscal Quarter in an aggregate amount not to exceed the remainder of (I) $2,800,000 less (II) the aggregate amount of Aircraft Lease Termination Charges incurred by the Canadian Parent and its Subsidiaries during the Fiscal Quarter ended June 30, 2006, (xii) in the case of any period including the Fiscal Quarter ended September 30, 2006, one-time Severance Charges of the Canadian Parent and its Subsidiaries actually incurred during such Fiscal Quarter in an aggregate


NEWYORK 5633046 (2K)

amount not to exceed the remainder of (I) $4,410,000 less (II) the aggregate amount of Severance Charges incurred by the Canadian Parent and its Subsidiaries during the Fiscal Quarter ended June 30, 2006 and (xiii) additional non-cash fixed asset impairment charges of the Canadian Parent and its Subsidiaries incurred or accrued during such period, in an aggregate amount for all such charges incurred or accrued after the Third Amendment Effective Date not to exceed $25,000,000 ” immediately preceding the text “and (II)” appearing in said definition.

Section 1.01 of the Credit Agreement is hereby further amended by inserting the following new definitions in appropriate alphabetical order:

“Aircraft Lease Termination Charges” has the meaning assigned to such term in Schedule 1.01.

“Severance Charges” has the meaning assigned to such term in Schedule 1.01.

“Third Amendment” means the Third Amendment to this Agreement, dated as of June 28, 2006.

“Third Amendment Effective Date” has the meaning assigned to such term in the Third Amendment.

Section 6.13 of the Credit Agreement is hereby amended by (i) deleting the text “3.25:1.00” appearing opposite the text “December 31, 2006” in the table in said Section and inserting the text “3.00:1.00” in lieu thereof and (ii) deleting the text “3.25:1.00” appearing opposite the text “March 31, 2007” in the table in said Section and inserting the text “3.00:1.00” in lieu thereof.

The Credit Agreement is hereby further amended by inserting new Schedule 1.01 in the form of Schedule 1.01 attached hereto.

II.

Miscellaneous Provisions.

In order to induce the Lenders to enter into this Third Amendment, each of the Loan Agreement Parties hereby represents and warrants that (i) no Default or Event of Default exists as of the Third Amendment Effective Date immediately after giving effect thereto and (ii) all of the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on the Third Amendment Effective Date immediately after giving effect thereto, with the same effect as though such representations and warranties had been made on and as of the Third Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).

This Third Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Document.

This Third Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when


NEWYORK 5633046 (2K)	-2-

executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Canadian Parent and the Administrative Agent.

THIS THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

This Third Amendment shall become effective on the date (the “Third Amendment Effective Date”) when each of the following conditions shall have been satisfied:

(i)

(ii)

The Canadian Parent hereby covenants and agrees that, so long as the Third Amendment Effective Date occurs, it shall pay to each Lender which executes and delivers to the Administrative Agent (or its designee) a counterpart hereof by 5:00 P.M. (New York City time) on June 28, 2006, a non-refundable cash fee (the “Amendment Fee”) in Dollars in an amount equal to 12.5 basis points (i.e., 0.125%) on an amount equal to the sum of (i) the aggregate principal amount of all Term Loans of such Lender outstanding on the Third Amendment Effective Date plus (ii) the sum of the (x) U.S. Revolving Credit Commitment and (y) Canadian Revolving Credit Commitment, in each case, of such Lender as in effect on the Third Amendment Effective Date. The Amendment Fee shall not be subject to counterclaim or set-off, or be otherwise affected by, any claim or dispute r elating to any other matter. The Amendment Fee shall be paid by the Canadian Parent to the Administrative Agent for distribution to the relevant Lenders not later than the third Business Day following the Third Amendment Effective Date.

From and after the Third Amendment Effective Date, all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby.

* * *


NEWYORK 5633046 (2K)	-3-

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.

IPG (US) INC.

By:

/s/ Burgess H. Hildreth

Name: Burgess H. Hildreth
Title: Vice President

CENTRAL PRODUCTS COMPANY

By:

/s/ Burgess H. Hildreth

Name: Burgess H. Hildreth
Title: Vice President

IPG ADMINISTRATIVE SERVICES INC.

By:

/s/ Burgess H. Hildreth

Name: Burgess H. Hildreth
Title: Vice President Administration

INTERTAPE POLYMER CORP.

By:

/s/ Burgess H. Hildreth

Name: Burgess H. Hildreth
Title: Vice President


NEWYORK 5633046 (2K)

IPG FINANCIAL SERVICES INC.

By:

/s/ Andrew M. Archibald

Name: Andrew M. Archibald, C.A.
Title: President

INTERTAPE POLYMER INC.

By:

/s/ Andrew M. Archibald

Name: Andrew M. Archibald, C.A.
Title: Chief Financial Officer

INTERTAPE POLYMER GROUP INC.

By:

/s/ Andrew M. Archibald

Name: Andrew M. Archibald, C.A.
Title: Chief Financial Officer

IPG (US) HOLDINGS, INC.

By:

/s/ Burgess H. Hildreth

Name: Burgess H. Hildreth
Title: Vice President


NEWYORK 5633046 (2K)	-2-

CITICORP NORTH AMERICA, INC.,
Individually and as Administrative Agent

By:

/s/ C. P. Mahon

Name: C. P. Mahon
Title: Vice President


NEWYORK 5633046 (2K)	-3-

SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF JUNE 28, 2006, AMONG IPG (US) INC., CENTRAL PRODUCTS COMPANY, IPG ADMINISTRATIVE SERVICES INC., INTERTAPE POLYMER CORP., IPG FINANCIAL SERVICES INC., INTERTAPE POLYMER INC., INTERTAPE POLYMER GROUP INC., IPG (U.S.) HOLDINGS, INC., VARIOUS LENDERS AND CITICORP NORTH AMERICA, INC., AS ADMINISTRATIVE AGENT

Name of Institution:

Citibank, N.A., Canadian Branch

By: /s/ Niyousha Zarinpour

Name: Niyousha Zarinpour

Title: Authorized Signer


NEWYORK 5633046 (2K)

Name of Institution:

AMMC CLO III, LIMITED

By:

American Money Management Corp.,

as Collateral Manager

By:

/s/ Chester M. Eng

Name: Chester M. Eng

Title: Senior Vice President


NEWYORK 5633046 (2K)	-2-

Name of Institution:

BABSON CLO LTD. 2005-I

BABSON CLO LTD. 2004-II

BABSON CLO LTD. 2005-I

BABSON CLO LTD. 2005-II

SUFFIELD CLO, LIMITED

By: Babson Capital Management LLC as Collateral Manager

By:

/s/ Adrienne Musgnug

Name: Adrienne Musgnug

Title: Managing Director

SOMERS CDO, LIMITED

By: Babson Capital Management LLC under delegated

authority from Massachusetts Mutual Life Insurance

Company as Collateral Manager

By:

/s/ Adrienne Musgnug

Name: Adrienne Musgnug

Title: Managing Director

MAPLEWOOD (CAYMAN) LIMITED

By: Babson Capital Management LLC as Investment Manager

By:

/s/ Adrienne Musgnug

Name: Adrienne Musgnug

Title: Managing Director


NEWYORK 5633046 (2K)	-3-

BILL & MELINDA GATES FOUNDATION

By: Babson Capital Management LLC as Investment Advisor

By:

/s/ Adrienne Musgnug

Name: Adrienne Musgnug

Title: Managing Director

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By: Babson Capital Management LLC as Investment Advisor

By:

/s/ Adrienne Musgnug

Name: Adrienne Musgnug

Title: Managing Director


NEWYORK 5633046 (2K)	-4-

Name of Institution:

Hamilton Floating Rate Fund, LLC

By:

/s/ William G. Lemberg

Name: William G. Lemberg

Title: Vice President


NEWYORK 5633046 (2K)	-5-

Name of Institution:

COOKSMILL

By:

/s/ Wendy Cheung

Name: Wendy Cheung

Title: Authorized Signatory


NEWYORK 5633046 (2K)	-6-

Name of Institution:

BlackRock Senior Income Series

By:

/s/ Tom Colwell

Name: Tom Colwell

Title: Authorized Signatory


NEWYORK 5633046 (2K)	-7-

Name of Institution:

Hanover Square CLO Ltd.

By: Blackstone Debt Advisors L.P. as Collateral Manager

By:

/s/ Dean T. Criares

Name: Dean T. Criares

Title: Senior Managing Director


NEWYORK 5633046 (2K)	-8-

Name of Institution:

Monument Park CDO Ltd.

By: Blackstone Debt Advisors L.P. as Collateral Manager

By:

/s/ Dean T. Criares

Name: Dean T. Criares

Title: Senior Managing Director


NEWYORK 5633046 (2K)	-9-

Name of Institution:

Loan Funding VI LLC, for itself or as

agent for Corporate Loan Funding VI LLC

By:

/s/ Dean T. Criares

Name: Dean T. Criares

Title: Senior Managing Director


NEWYORK 5633046 (2K)	-10-

Name of Institution:

CIT LENDING SERVICES CORPORATION

By:

/s/ Michael L. LaManes

Name: Michael L. LaManes

Title: Vice President


NEWYORK 5633046 (2K)	-11-

Name of Institution:

COMERICA BANK

By:

/s/ Michael Messink

Name: Michael Messink

Title: Commercial Banking Officer


NEWYORK 5633046 (2K)	-12-

Name of Institution:

COMMERZBANK AG, NEW YORK AND

GRAND CAYMAN BRANCHES

By:

/s/ Marianne I. Medora

Name: Marianne I. Medora

Title: Senior Vice President

By:

/s/ Henry J. Spark

Name: Henry J. Spark

Title: Assistant Vice President


NEWYORK 5633046 (2K)	-13-

Name of Institution:

Fidelity Advisor Series II: Fidelity Advisor Floating Rate High

Income Fund

By:

/s/ Mark Osterheld

Name: Mark Osterheld

Title: Assistant Treasurer


NEWYORK 5633046 (2K)	-14-

Name of Institution:

Ballyrock CLO II Limited

BALLYROCK Investment Advisors LLC, as Collateral Manager

By:

/s/ Nate Van Duzer

Name: Nate Van Duzer

Title: Assistant Secretary


NEWYORK 5633046 (2K)	-15-

Name of Institution:

FRANKLIN FLOATING RATE MASTER SERIES

By:

/s/ Madeline Lam

Name: MADELINE LAM

Title: VICE PRESIDENT


NEWYORK 5633046 (2K)	-16-

Name of Institution:

FRANKLIN FLOATING RATE DAILY ACCESS FUND

By:

/s/ Madeline Lam

Name: MADELINE LAM

Title: VICE PRESIDENT


NEWYORK 5633046 (2K)	-17-

Name of Institution:

General Electric Capital Corporation

By:

/s/ Amanda Van Heyst

Name: Amanda Van Heyst

Title: Duly Authorized Signatory


NEWYORK 5633046 (2K)	-18-

Name of Institution:

General Electric Capital Corporation,

as Administrator for,

Merritt CLO Holding LLC

By:

/s/ Amanda Van Heyst

Name: Amanda Van Heyst

Title: Duly Authorized Signatory


NEWYORK 5633046 (2K)	-19-

Name of Institution:

GULF STREAM-COMPASS CLO 2004-I LTD

By: Gulf Stream Asset Management LLC

As Collateral Manager

By:

/s/ Barry K. Love

Name: Barry K. Love

Title: Chief Credit Officer


NEWYORK 5633046 (2K)	-20-

Name of Institution:

HSBC Bank USA, N.A.

By:

/s/ Barbara Baltar

Name: Barbara Baltar

Title: First Vice President


NEWYORK 5633046 (2K)	-21-

Name of Institution:

IKB Capital Corporation

By:

/s/ David Snyder

Name: David Snyder

Title: President


NEWYORK 5633046 (2K)	-22-

Name of Institution:

ING PRIME RATE TRUST

By: ING Investment Management Co.

as its investment manager

By:

/s/ Charles E. LeMieux

Name: Charles E. LeMieux, CFA

Title: Vice President

ING SENIOR INCOME FUND

By: ING Investment Management Co.

as its investment manager

By:

/s/ Charles E. LeMieux

Name: Charles E. LeMieux, CFA

Title: Vice President


NEWYORK 5633046 (2K)	-23-

Name of Institution:

CHAMPLAIN CLO, LTD.

By:

INVESCO Senior Secured Management, Inc.

as Collateral Manager

By:

/s/ Joseph Rotondo

Name: Joseph Rotondo

Title: Authorized Signatory


NEWYORK 5633046 (2K)	-24-

Name of Institution:

DIVERSIFIED CREDIT PORTFOLIO LTD.

By:

INVESCO Senior Secured Management, Inc.

as Investment Adviser

By:

/s/ Joseph Rotondo

Name: Joseph Rotondo

Title: Authorized Signatory


NEWYORK 5633046 (2K)	-25-

Name of Institution:

AIM FLOATING RATE FUND

By:

INVESCO Senior Secured Management, Inc.

as Sub-Advisor

By:

/s/ Joseph Rotondo

Name: Joseph Rotondo

Title: Authorized Signatory


NEWYORK 5633046 (2K)	-26-

Name of Institution:

LOAN FUNDING IX LLC, for itself or as agent for Corporate

Loan Funding IX LLC

By:

INVESCO Senior Secured Management, Inc.,

as Portfolio Manager

By:

/s/ Joseph Rotondo

Name: Joseph Rotondo

Title: Authorized Signatory


NEWYORK 5633046 (2K)	-27-

Name of Institution:

Bushnell CBNA Loan Funding LLC, for

Itself or as agent for Bushnell CFPI Loan

Funding LLC

By:

/s/ Roy Hokal

Name: Roy Hokal

Title: Attorney-in-Fact


NEWYORK 5633046 (2K)	-28-

Name of Institution:

Premium Loan Trust I, Ltd.

By:

/s/ Colin Donlan

Name: Colin Donlan

Title: Director


NEWYORK 5633046 (2K)	-29-

Name of Institution:

THE LOOMIS SAYLES SENIOR LOAN FUND, LLC

By:

See following Page

Name:

Title:


NEWYORK 5633046 (2K)	-30-

IXIS LOOMIS SAYLES SENIOR LOAN FUND

By Loomis, Sayles and Company, L.P.

its manager

By Loomis, Sayles and Company, Inc.

its general partner

By:

/s/ Kevin J. Perry

Name: Kevin J. Perry

Title: Vice President


NEWYORK 5633046 (2K)	-31-

Name of Institution:

CONFLUENT 4 LIMITED

By:

See following Page

Name:

Title:


NEWYORK 5633046 (2K)	-32-

LENDER:

CONFLUENT 4 LIMITED,

as Lender

By:

Loomis, Sayles & Company, L.P.,

as Sub-Manager

By:

Loomis, Sayles & Company, Incorporated,

Its General Partner

By:

/s/ Kevin J. Perry

By:

Kevin J. Perry

Title:

Vice President


NEWYORK 5633046 (2K)	-33-

Name of Institution:

Centaurus Loan Trust

By:

/s/ Elizabeth MacLean

Name: Elizabeth MacLean

Title: Managing Director

NOMURA CORPORATE RESEARCH

AND ASSET MANAGEMENT INC.

INVESTMENT ADVISER


NEWYORK 5633046 (2K)	-34-

Name of Institution:

Clydesdale CLO 2004, Ltd.

By:

/s/ Elizabeth MacLean

Name: Elizabeth MacLean

Title: Managing Director

NOMURA CORPORATE RESEARCH

AND ASSET MANAGEMENT INC.

INVESTMENT ADVISER


NEWYORK 5633046 (2K)	-35-

Name of Institution:

NCRAM Loan Trust

By:

/s/ Elizabeth MacLean

Name: Elizabeth MacLean

Title: Managing Director

NOMURA CORPORATE RESEARCH

AND ASSET MANAGEMENT INC.

INVESTMENT ADVISER


NEWYORK 5633046 (2K)	-36-

Name of Institution:

Addison CDO, Limited

By:

Pacific Investment Management Company LLC,

as its Investment Advisor

By:

/s/ Mohan V. Phansalkar

Name: Mohan V. Phansalkar

Title: Managing Director


NEWYORK 5633046 (2K)	-37-

Name of Institution:

Loan Funding III LLC

By:

Pacific Investment Management Company LLC,

as its Investment Advisor

By:

/s/ Mohan V. Phansalkar

Name: Mohan V. Phansalkar

Title: Managing Director


NEWYORK 5633046 (2K)	-38-

Name of Institution:

PIMCO Floating Rate Income Fund

By:

Pacific Investment Management Company LLC,

as its Investment Advisor, acting through Investors

Fiduciary Trust Company in the Nominee Name of IFTCO

By:

/s/ Mohan V. Phansalkar

Name: Mohan V. Phansalkar

Title: Managing Director


NEWYORK 5633046 (2K)	-39-

Name of Institution:

PIMCO Floating Rate Strategy Fund

By:

Pacific Investment Management Company, LLC,

as its Investment Advisor, acting through Investors

Fiduciary Trust Company in the Nominee Name of IFTCO

By:

/s/ Mohan V. Phansalkar

Name: Mohan V. Phansalkar

Title: Managing Director


NEWYORK 5633046 (2K)	-40-

Name of Institution:

SEQUILS-MAGNUM, LTD.

By:

Pacific Investment Management Company LLC,

as its Investment Advisor

By:

/s/ Mohan V. Phansalkar

Name: Mohan V. Phansalkar

Title: Managing Director


NEWYORK 5633046 (2K)	-41-

Name of Institution:

Southport CLO, Limited

By:

Pacific Investment Management Company LLC,

as its Investment Advisor

By:

/s/ Mohan V. Phansalkar

Name: Mohan V. Phansalkar

Title: Managing Director


NEWYORK 5633046 (2K)	-42-

Name of Institution:

Waveland – INGOTS, LTD.

By:

Pacific Investment Management Company LLC,

as its Investment Advisor

By:

/s/ Mohan V. Phansalkar

Name: Mohan V. Phansalkar

Title: Managing Director


NEWYORK 5633046 (2K)	-43-

Name of Institution:

Wrigley CDO, Ltd.

By:

Pacific Investment Management Company LLC,

as its Investment Advisor

By:

/s/ Mohan V. Phansalkar

Name: Mohan V. Phansalkar

Title: Managing Director


NEWYORK 5633046 (2K)	-44-

Name of Institution:

WINDSOR LOAN FUNDING, LIMITED

By:

Stanfield Capital Partners LLC

as its Investment Manager

By:

/s/ Christopher E. Jansen

Name: Christopher E. Jansen

Title: Managing Partner


NEWYORK 5633046 (2K)	-45-

Name of Institution:

Stanfield Carrera CLO, Ltd.

By:

Stanfield Capital Partners LLC

as its Asset Manager

By:

/s/ Christopher E. Jansen

Name: Christopher E. Jansen

Title: Managing Partner


NEWYORK 5633046 (2K)	-46-

Name of Institution:

The Toronto-Dominion Bank

By:

/s/ J-F Godin

/s/ Yves Bergeron

Name: J-F Godin

Yves Bergeron

Title: VP


NEWYORK 5633046 (2K)	-47-

Name of Institution:

TORONTO DOMINION (TEXAS) LLC

By:

/s/ Jim Bridwell

Name: Jim Bridwell

Title: Authorized Signatory


NEWYORK 5633046 (2K)	-48-

Name of Institution:

Trimaran CLO IV Ltd.

By: Trimaran Advisors, L.L.C.

By:

/s/ David M. Millison

Name: David M. Millison

Title: Managing Director


NEWYORK 5633046 (2K)	-49-

Name of Institution:

UPS Capital Corporation

By:

/s/ John P. Holloway

Name: John P. Holloway

Title: Director of Portfolio Management


NEWYORK 5633046 (2K)	-50-

Name of Institution:

WhiteHorse I, Ltd.

WhiteHorse Capital Partners, L.P. as Collateral Manager

By:

/s/ Jay Carvell

Name: Jay Carvell

Title: Partner


NEWYORK 5633046 (2K)	-51-

SCHEDULE 1.01

PERMITTED ONE-TIME CHARGES


Purpose	Maximum Permitted Amount
Charges relating to severance costs and related expenses associated with reduced staffing requirements (the “Severance Charges”)	$4,410,000
Charges arising from the early termination of Intertape Polymer Management Corp.’s aircraft lease with General Electric Credit Corporation of Tennessee (the “Aircraft Lease Termination Charges”)	$2,800,000
Charges relating to the write-off of manufacturing equipment which is no longer needed in connection with the production of carton sealing tape	$4,893,000
Charges relating to the closure of Intertape Polymer Corp.’s Gretna, Virginia facility	$2,122,000
Charges relating to the retirement of the Canadian Parent’s Chief Executive Officer and other related succession costs	$7,900,000
Charges relating to the sale of a portion of the Canadian Parent’s and/or certain of its Subsidiaries’ interests in the combined coated products operation and FIBC business	$4,200,000
Charges relating to costs and expenses incurred in connection with the Third Amendment	$500,000

ORLDOCS 10441196 1


NEWYORK 5633046 (2K)	-52-