EX-2 4 g81846exv2.txt SECOND AMENDING AGREEMENT TO 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 designation 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 2 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". 3 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 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: Per: ----------------------------- ------------------------------- 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: Per: ----------------------------- ------------------------------- 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 4 IPG ADMINISTRATIVE SERVICES INC. CENTRAL PRODUCTS COMPANY Per: Per: ----------------------------- ------------------------------- 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: Per: ----------------------------- ------------------------------- 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 CONTAINER SYSTEMS, INC. Per: Per: ----------------------------- ------------------------------- 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 5 UTC ACQUISITION CORP. INTERTAPE INTERNATIONAL CORP. Per: Per: ----------------------------- ------------------------------- 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: Per: ----------------------------- ------------------------------- 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: Per: ----------------------------- ------------------------------- Address: 3647 Cortez Road West Address: 110E Montee de Liesse Bradenton, FL 34210 St. Laurent, Quebec Attention: President H4T 1N4 Telephone: (941) 727-5788 Attention: President Fax: (941) 727-5293 Telephone: (514) 731-7591 Fax: (514) 731-5477 6 SPUNTECH FABRICS INC. IPG HOLDING COMPANY OF NOVA SCOTIA Per: Per: ----------------------------- ------------------------------- Address: 110E Montee de Liesse Address: 110E Montee de Liesse St. Laurent, Quebec St. Laurent, Quebec H4T 1N4 H4T 1N4 Attention: President Attention: President Telephone: (514) 731-7591 Telephone: (514) 731-7591 Fax: (514) 731-5477 Fax: (514) 731-5477 IPG HOLDINGS LP, represented by INTERTAPE POLYMER GROUP INC. its General Partner, INTERTAPE POLYMER INC. Per: Per: ----------------------------- ------------------------------- Address: 110E Montee de Liesse Address: 110E Montee de Liesse St. Laurent, Quebec St. Laurent, Quebec H4T 1N4 H4T 1N4 Attention: General Partner Attention: Chief Financial Officer Telephone: (514) 731-7591 Telephone: (514) 731-7591 Fax: (514) 731-5477 Fax: (514) 731-5477 IPG FINANCE LLC IPG FINANCIAL SERVICES INC. Per: Per: ----------------------------- ------------------------------- Address: 1403 Foulk Road, Foulkstone Plaza Address: 3647 Cortez Road West Wilmington, DE 19899 Bradenton, FL 34210 Attention: President Attention: President Telephone: (302) 478-1160 Telephone: (941) 727-5788 Fax: (941) 727-5293 7 IPG TECHNOLOGIES INC. Per: --------------------------------------- Address: 2000 South Beltline Blvd. Columbia, SC 29201 Attention: President Telephone: (803) 799-8800 Fax: (803) 988-7919 8 THE TORONTO-DOMINION BANK, THE TORONTO-DOMINION BANK, AS CANADIAN AGENT AS LENDER Per: Per: ----------------------------- ------------------------------- Address: 66 Wellington Street West Address: 500 St. Jacques Street West 38th Floor 9th Floor Toronto, Ontario Montreal, Quebec M5K 1A2 H2Y 1S1 Attention: VP Loan, Syndications, Agency Attention: Jean-Francois Godin Telephone: (416) 983-5030 Telephone: (514) 289-0102 Fax: (416) 982-5535 Fax: (416) 289-0788 THE TORONTO-DOMINION BANK, INTERNATIONAL TORONTO DOMINION (TEXAS), INC. BANKING FACILITY, NEW YORK BRANCH, AS US AGENT AS LENDER Per: Per: ----------------------------- ------------------------------- Address: 31 West 52nd Street Address: 909 Fannin, Suite 1700 New York, New York, 10019-6101 Houston, Texas, 77010 Attention: Diane Bailey Attention: Diane Bailey Telephone: (713) 653-8287 Telephone: (713) 653-8287 Fax: (713) 951-9921 Fax: (713) 951-9921 9 COMERICA BANK, A MICHIGAN BANKING NATIONAL BANK OF CANADA, CORPORATION AS LENDER AS LENDER Per: Per: ----------------------------- ----------------------------- Address: 500 Woodward Avenue Address:1155 Metcalfe Street Suite 23rd Floor 5th Floor Detroit, Michigan, 48226 Montreal, Quebec, H3B 4S9 Attention: Darlene P. Persons Telephone: (514) 394-8049 Telephone:313-222-9125 Fax: (514) 394-6073 Fax:313-222-3377 NATIONAL BANK OF CANADA, COMERICA BANK CANADA BRANCH, NEW YORK BRANCH, AS LENDER AS LENDER Per: Per: ----------------------------- ----------------------------- Address: Suite 2210, South Tower Per: Royal Bank Plaza ----------------------------- 200 Bay Street, P.O. Box 61 Address: 125 West 55th Street, 23rd Floor Toronto, Ontario, M5J 2J2 New York, New York, 10019 Attention:Rob Rosen Attention: Auggie Marchetti, Vice-President Telephone: (416) 367-3113 #232 Telephone: (212) 632-8539 Fax: (416) 367-2460 Fax: (212) 632-5809 10 ANNEX "A" [TO BE ATTACHED]