EXHIBIT 1.1
"COMERICA -- 2ND AMENDMENT"
SECOND AMENDMENT
TO RESTATED CREDIT AGREEMENT
This Second Amendment to Restated Credit Agreement and Note dated as of
January 22, 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 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. Section 7.1 of the Agreement is hereby amended by restating the
definition of "ATC Note" to read, in its entirety, as follows:
"`ATC Note' shall mean the Eurodollar Revolving Note made
by American Tape Co., Intertape Polymer Corp., and Anchor
Continental, Inc., jointly and severally, to the order of
Bank as of January 22, 1999 in the face amount of Ten
Million Dollars ($10,000,000) and any extensions, renewals
or replacements thereof or amendments thereto."
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 powers, have been duly authorized, are not in
contravention of law or the terms of Borrower's Certificate of Limited
Partnership or Agreement of Limited Partnership, and do not require the
consent or approval of any governmental body, agency, or authority.
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 continuing representations and warranties of Borrower set forth in
Sections 10.01 through 10.4 and 10.6 through 10.20 of the Agreement are
true and correct on and as of the date hereof with the same force and
effect as made on and as of the date hereof.
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4. The continuing representations and warranties of Company set forth in
Section 10.5 of the Agreement are true and correct as of the date hereof
with respect to the most recent financial statements furnished to Bank by
Company in accordance with Section 11.13 of the Agreement.
5. 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 acknowledges and agrees 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/Xxxxxx Xxxxx Xxxx By: /s/Xxx Xxxxxx
Its: Assistant Vice President Its: Assistant Secretary
INTERTAPE POLYMER GROUP INC.
By: /s/Xxxxxx X. Xxxxxxxxx
Its: Chief Financial Officer and Secretary
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