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, 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 “ 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


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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


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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)

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, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attention: May Yip (facsimile number: 000-000-0000 / email address: xxxx@xxxxxxxxx.xxx); 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.

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 relating 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.

* * *


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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/ Xxxxxxx X. Xxxxxxxx

Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President

CENTRAL PRODUCTS COMPANY

By:

/s/ Xxxxxxx X. Xxxxxxxx

Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President

IPG ADMINISTRATIVE SERVICES INC.

By:

/s/ Xxxxxxx X. Xxxxxxxx

Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President Administration

INTERTAPE POLYMER CORP.

By:

/s/ Xxxxxxx X. Xxxxxxxx

Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President


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IPG FINANCIAL SERVICES INC.

By:

/s/ Xxxxxx X. Xxxxxxxxx

Name: Xxxxxx X. Xxxxxxxxx, C.A.
Title: President

INTERTAPE POLYMER INC.

By:

/s/ Xxxxxx X. Xxxxxxxxx

Name: Xxxxxx X. Xxxxxxxxx, C.A.
Title: Chief Financial Officer

INTERTAPE POLYMER GROUP INC.

By:

/s/ Xxxxxx X. Xxxxxxxxx

Name: Xxxxxx X. Xxxxxxxxx, C.A.
Title: Chief Financial Officer

IPG (US) HOLDINGS, INC.

By:

/s/ Xxxxxxx X. Xxxxxxxx

Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President


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

By:

/s/ X. X. Xxxxx

Name: X. X. Xxxxx
Title: Vice President


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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


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Name of Institution:

AMMC CLO III, LIMITED

By:

American Money Management Corp.,

as Collateral Manager

By:

/s/ Xxxxxxx X. Eng

Name: Xxxxxxx X. Eng

Title: Senior Vice President


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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/ Xxxxxxxx Xxxxxxx

Name: Xxxxxxxx Xxxxxxx

Title: Managing Director

XXXXXX CDO, LIMITED

By: Babson Capital Management LLC under delegated

authority from Massachusetts Mutual Life Insurance

Company as Collateral Manager

By:

/s/ Xxxxxxxx Xxxxxxx

Name: Xxxxxxxx Xxxxxxx

Title: Managing Director

MAPLEWOOD (CAYMAN) LIMITED

By: Babson Capital Management LLC as Investment Manager

By:

/s/ Xxxxxxxx Xxxxxxx

Name: Xxxxxxxx Xxxxxxx

Title: Managing Director


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XXXX & XXXXXXX XXXXX FOUNDATION

By: Babson Capital Management LLC as Investment Advisor

By:

/s/ Xxxxxxxx Xxxxxxx

Name: Xxxxxxxx Xxxxxxx

Title: Managing Director

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By: Babson Capital Management LLC as Investment Advisor

By:

/s/ Xxxxxxxx Xxxxxxx

Name: Xxxxxxxx Xxxxxxx

Title: Managing Director


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Name of Institution:

Xxxxxxxx Floating Rate Fund, LLC

By:

/s/ Xxxxxxx X. Xxxxxxx

Name: Xxxxxxx X. Xxxxxxx

Title: Vice President


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Name of Institution:

COOKSMILL

By:

/s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Authorized Signatory


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Name of Institution:

BlackRock Senior Income Series

By:

/s/ Xxx Xxxxxxx

Name: Xxx Xxxxxxx

Title: Authorized Signatory


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Name of Institution:

Hanover Square CLO Ltd.

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

By:

/s/ Xxxx X. Xxxxxxx

Name: Xxxx X. Xxxxxxx

Title: Senior Managing Director


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Name of Institution:

Monument Park CDO Ltd.

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

By:

/s/ Xxxx X. Xxxxxxx

Name: Xxxx X. Xxxxxxx

Title: Senior Managing Director


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Name of Institution:

Loan Funding VI LLC, for itself or as

agent for Corporate Loan Funding VI LLC

By:

/s/ Xxxx X. Xxxxxxx

Name: Xxxx X. Xxxxxxx

Title: Senior Managing Director


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Name of Institution:

CIT LENDING SERVICES CORPORATION

By:

/s/ Xxxxxxx X. XxXxxxx

Name: Xxxxxxx X. XxXxxxx

Title: Vice President


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Name of Institution:

COMERICA BANK

By:

/s/ Xxxxxxx Xxxxxxx

Name: Xxxxxxx Xxxxxxx

Title: Commercial Banking Officer


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Name of Institution:

COMMERZBANK AG, NEW YORK AND

GRAND CAYMAN BRANCHES

By:

/s/ Xxxxxxxx X. Xxxxxx

Name: Xxxxxxxx X. Xxxxxx

Title: Senior Vice President

By:

/s/ Xxxxx X. Spark

Name: Xxxxx X. Spark

Title: Assistant Vice President


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Name of Institution:

Fidelity Advisor Series II: Fidelity Advisor Floating Rate High

Income Fund

By:

/s/ Xxxx Xxxxxxxxx

Name: Xxxx Xxxxxxxxx

Title: Assistant Treasurer


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Name of Institution:

Ballyrock CLO II Limited

BALLYROCK Investment Advisors LLC, as Collateral Manager

By:

/s/ Xxxx Xxx Xxxxx

Name: Xxxx Xxx Xxxxx

Title: Assistant Secretary


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Name of Institution:

FRANKLIN FLOATING RATE MASTER SERIES

By:

/s/ Xxxxxxxx Xxx

Name: XXXXXXXX XXX

Title: VICE PRESIDENT


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Name of Institution:

FRANKLIN FLOATING RATE DAILY ACCESS FUND

By:

/s/ Xxxxxxxx Xxx

Name: XXXXXXXX XXX

Title: VICE PRESIDENT


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Name of Institution:

General Electric Capital Corporation

By:

/s/ Xxxxxx Xxx Xxxxx

Name: Xxxxxx Xxx Xxxxx

Title: Duly Authorized Signatory


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Name of Institution:

General Electric Capital Corporation,

as Administrator for,

Xxxxxxx CLO Holding LLC

By:

/s/ Xxxxxx Xxx Xxxxx

Name: Xxxxxx Xxx Xxxxx

Title: Duly Authorized Signatory


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Name of Institution:

GULF STREAM-COMPASS CLO 2004-I LTD

By: Gulf Stream Asset Management LLC

As Collateral Manager

By:

/s/ Xxxxx X. Love

Name: Xxxxx X. Love

Title: Chief Credit Officer


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Name of Institution:

HSBC Bank USA, N.A.

By:

/s/ Xxxxxxx Xxxxxx

Name: Xxxxxxx Xxxxxx

Title: First Vice President


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Name of Institution:

IKB Capital Corporation

By:

/s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: President


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Name of Institution:

ING PRIME RATE TRUST

By: ING Investment Management Co.

as its investment manager

By:

/s/ Xxxxxxx X. XxXxxxx

Name: Xxxxxxx X. XxXxxxx, CFA

Title: Vice President

ING SENIOR INCOME FUND

By: ING Investment Management Co.

as its investment manager

By:

/s/ Xxxxxxx X. XxXxxxx

Name: Xxxxxxx X. XxXxxxx, CFA

Title: Vice President


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Name of Institution:

CHAMPLAIN CLO, LTD.

By:

INVESCO Senior Secured Management, Inc.

as Collateral Manager

By:

/s/ Xxxxxx Xxxxxxx

Name: Xxxxxx Xxxxxxx

Title: Authorized Signatory


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Name of Institution:

DIVERSIFIED CREDIT PORTFOLIO LTD.

By:

INVESCO Senior Secured Management, Inc.

as Investment Adviser

By:

/s/ Xxxxxx Xxxxxxx

Name: Xxxxxx Xxxxxxx

Title: Authorized Signatory


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Name of Institution:

AIM FLOATING RATE FUND

By:

INVESCO Senior Secured Management, Inc.

as Sub-Advisor

By:

/s/ Xxxxxx Xxxxxxx

Name: Xxxxxx Xxxxxxx

Title: Authorized Signatory


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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/ Xxxxxx Xxxxxxx

Name: Xxxxxx Xxxxxxx

Title: Authorized Signatory


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Name of Institution:

Bushnell CBNA Loan Funding LLC, for

Itself or as agent for Bushnell CFPI Loan

Funding LLC

By:

/s/ Xxx Hokal

Name: Xxx Hokal

Title: Attorney-in-Fact


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Name of Institution:

Premium Loan Trust I, Ltd.

By:

/s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Director


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Name of Institution:

THE XXXXXX XXXXXX SENIOR LOAN FUND, LLC

By:

See following Page

Name:

Title:


XXXXXXX 0000000 (2K)	-30-

IXIS XXXXXX XXXXXX SENIOR LOAN FUND

By Xxxxxx, Xxxxxx and Company, L.P.

its manager

By Xxxxxx, Xxxxxx and Company, Inc.

its general partner

By:

/s/ Xxxxx X. Xxxxx

Name: Xxxxx X. Xxxxx

Title: Vice President


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Name of Institution:

CONFLUENT 4 LIMITED

By:

See following Page

Name:

Title:


XXXXXXX 0000000 (2K)	-32-

LENDER:

CONFLUENT 4 LIMITED,

as Lender

By:

Xxxxxx, Xxxxxx & Company, L.P.,

as Sub-Manager

By:

Xxxxxx, Xxxxxx & Company, Incorporated,

Its General Partner

By:

/s/ Xxxxx X. Xxxxx

By:

Xxxxx X. Xxxxx

Title:

Vice President


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Name of Institution:

Centaurus Loan Trust

By:

/s/ Xxxxxxxxx XxxXxxx

Name: Xxxxxxxxx XxxXxxx

Title: Managing Director

NOMURA CORPORATE RESEARCH

AND ASSET MANAGEMENT INC.

INVESTMENT ADVISER


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Name of Institution:

Clydesdale CLO 2004, Ltd.

By:

/s/ Xxxxxxxxx XxxXxxx

Name: Xxxxxxxxx XxxXxxx

Title: Managing Director

NOMURA CORPORATE RESEARCH

AND ASSET MANAGEMENT INC.

INVESTMENT ADVISER


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Name of Institution:

NCRAM Loan Trust

By:

/s/ Xxxxxxxxx XxxXxxx

Name: Xxxxxxxxx XxxXxxx

Title: Managing Director

NOMURA CORPORATE RESEARCH

AND ASSET MANAGEMENT INC.

INVESTMENT ADVISER


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Name of Institution:

Addison CDO, Limited

By:

Pacific Investment Management Company LLC,

as its Investment Advisor

By:

/s/ Xxxxx X. Xxxxxxxxxx

Name: Xxxxx X. Xxxxxxxxxx

Title: Managing Director


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Name of Institution:

Loan Funding III LLC

By:

Pacific Investment Management Company LLC,

as its Investment Advisor

By:

/s/ Xxxxx X. Xxxxxxxxxx

Name: Xxxxx X. Xxxxxxxxxx

Title: Managing Director


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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/ Xxxxx X. Xxxxxxxxxx

Name: Xxxxx X. Xxxxxxxxxx

Title: Managing Director


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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/ Xxxxx X. Xxxxxxxxxx

Name: Xxxxx X. Xxxxxxxxxx

Title: Managing Director


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Name of Institution:

SEQUILS-MAGNUM, LTD.

By:

Pacific Investment Management Company LLC,

as its Investment Advisor

By:

/s/ Xxxxx X. Xxxxxxxxxx

Name: Xxxxx X. Xxxxxxxxxx

Title: Managing Director


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Name of Institution:

Southport CLO, Limited

By:

Pacific Investment Management Company LLC,

as its Investment Advisor

By:

/s/ Xxxxx X. Xxxxxxxxxx

Name: Xxxxx X. Xxxxxxxxxx

Title: Managing Director


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Name of Institution:

Waveland – INGOTS, LTD.

By:

Pacific Investment Management Company LLC,

as its Investment Advisor

By:

/s/ Xxxxx X. Xxxxxxxxxx

Name: Xxxxx X. Xxxxxxxxxx

Title: Managing Director


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Name of Institution:

Wrigley CDO, Ltd.

By:

Pacific Investment Management Company LLC,

as its Investment Advisor

By:

/s/ Xxxxx X. Xxxxxxxxxx

Name: Xxxxx X. Xxxxxxxxxx

Title: Managing Director


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Name of Institution:

WINDSOR LOAN FUNDING, LIMITED

By:

Xxxxxxxxx Capital Partners LLC

as its Investment Manager

By:

/s/ Xxxxxxxxxxx X. Xxxxxx

Name: Xxxxxxxxxxx X. Xxxxxx

Title: Managing Partner


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Name of Institution:

Xxxxxxxxx Carrera CLO, Ltd.

By:

Xxxxxxxxx Capital Partners LLC

as its Asset Manager

By:

/s/ Xxxxxxxxxxx X. Xxxxxx

Name: Xxxxxxxxxxx X. Xxxxxx

Title: Managing Partner


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Name of Institution:

The Toronto-Dominion Bank

By:

/s/ X-X Xxxxx

/s/ Xxxx Xxxxxxxx

Name: X-X Xxxxx

Xxxx Xxxxxxxx

Title: VP


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Name of Institution:

TORONTO DOMINION (TEXAS) LLC

By:

/s/ Xxx Xxxxxxxx

Name: Xxx Xxxxxxxx

Title: Authorized Signatory


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Name of Institution:

Trimaran CLO IV Ltd.

By: Trimaran Advisors, L.L.C.

By:

/s/ Xxxxx X. Xxxxxxxx

Name: Xxxxx X. Xxxxxxxx

Title: Managing Director


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Name of Institution:

UPS Capital Corporation

By:

/s/ Xxxx X. Xxxxxxxx

Name: Xxxx X. Xxxxxxxx

Title: Director of Portfolio Management


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Name of Institution:

WhiteHorse I, Ltd.

WhiteHorse Capital Partners, L.P. as Collateral Manager

By:

/s/ Xxx Xxxxxxx

Name: Xxx Xxxxxxx

Title: Partner


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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


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THIRD AMENDMENT TO CREDIT AGREEMENT

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