Registration Rights Agreement, dated as of July 28, 2004



 Exhibit 4.2 
  

INTERTAPE POLYMER US INC. 
  
 $125,000,000 8 1/2% Senior Subordinated Notes due 2014 
  
 REGISTRATION RIGHTS AGREEMENT 
  
 New York, New York

 July 28, 2004 
  
 Citigroup Global Markets Inc. 
     As Representative of
the Initial Purchasers 
     named in Schedule I hereto 
 c/o Citigroup Global Markets Inc. 
 388 Greenwich Street 
 New York, New York 10013 
  
 Ladies and Gentlemen: 
  
 Intertape Polymer US Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes, among other things, to issue and sell to the several initial purchasers named in Schedule I hereto (the
“Initial Purchasers”), for whom you are acting as representative (the “Representative”), $125,000,000 aggregate principal amount of its 8 1/2% Senior Subordinated Notes due 2014 (the “Notes”) upon the terms set forth in a purchase agreement dated July 14, 2004 (the “Purchase Agreement”) relating to the initial placement
of the Notes (the “Initial Placement”). The Notes will be guaranteed (the “Guarantees”), fully and unconditionally, jointly and severally, on an unsecured senior subordinated basis by Intertape Polymer Group Inc.
(“Parent”), the ultimate parent company of the Company, and other guarantors named in Schedule II hereto (collectively with the Parent, the “Guarantors”), as required under the Indenture (as defined herein). References herein to
the “Securities” refer to the Notes and the Guarantees collectively. To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition of your obligations thereunder, the Issuers (as defined herein) hereby
agree with you for your benefit and the benefit of the registered holders from time to time of Securities and Exchange Securities (as defined herein) (including the Initial Purchasers) (each a “Holder” and, together, the
“Holders” for as long as such Person holds Securities), as follows: 
  
 1. Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement (as defined herein), the following defined terms
shall have the following respective meanings: 
  
 “Act”
shall mean the Securities Act of 1933, as amended. 
  
 “Affiliate” of, or Person “affiliated” with, any specified Person shall mean any that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such
specified Person. For purposes of this definition, “control” of a Person shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled by” and “under common control with” shall have meanings correlative to the foregoing. 
  
 “Agreement” shall mean this Registration Rights Agreement, dated
July 28, 2004, by and among the Company, the Guarantors and the Initial Purchasers. 
  
 “Authorized Agent” shall have the meaning set forth in Section 20 hereof. 
  

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 “Broker-Dealer” shall mean any broker or dealer registered as such under the Exchange Act.

  
 “Business Day” shall mean any day other than a
Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in The City of New York or in Montreal, Canada. 
  
 “Commission” shall mean the Securities and Exchange Commission. 
  
 “Company” shall have the meaning set forth in the preamble hereto.

  
 “Conduct Rules” shall have the meaning set forth in
Section 4(u) hereof. 
  
 “Deferral Period” shall have
the meaning set forth in Section 4(k) (ii) hereof. 
  
 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 
  
 “Exchange Offer Registration Period” shall mean the up to 180-day period following the effective date of the Exchange Offer Registration Statement, exclusive of any period during which any stop order shall
be in effect suspending the effectiveness of the Exchange Offer Registration Statement. 
  
 “Exchange Offer Registration Statement” shall mean a registration statement of the Issuers on an appropriate form under the Act with respect to the Registered Exchange Offer, all amendments and supplements
to such registration statement, including post-effective amendments thereto, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. 
  
 “Exchange Securities” shall mean debt securities of the Issuers
identical in all material respects to the Securities and representing the same underlying indebtedness (except that the additional interest provisions, the transfer restrictions and the restrictive legends shall be modified or eliminated, as
appropriate) and to be issued under the Indenture. 
  
 “Exchanging Dealer” shall mean any Holder (which may include any Initial Purchaser) that is a Broker-Dealer and elects to exchange any Securities that it acquired for its own account as a result of market-making activities or
other trading activities (but not directly from any Issuer or any Affiliate of any Issuer) for Exchange Securities. 
  
 “Final Memorandum” shall mean the offering memorandum, dated July 14, 2004 relating to the Securities, including any and all exhibits thereto
and any information incorporated by reference therein as of such date. 
  
 “Guarantees” shall have the meaning set forth in the preamble hereto. 
  
 “Guarantors” shall have the meaning set forth in the preamble hereto. 
  
 “Holder(s)” shall have the meaning set forth in the preamble hereto. 
  
 “Indenture” shall mean the Indenture relating to the Securities, to be dated as of the original issuance of the
Securities, among the Issuers and Wilmington Trust Company, as trustee, as amended, amended and restated or supplemented from time to time in accordance with the terms thereof. 
  
 “Initial Placement” shall have the meaning set forth in the preamble hereto. 
  

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 “Initial Purchasers” shall have the meaning set forth in the preamble hereto. 
  
 “Inspector” shall have the meaning set forth in Section 4(q)(ii).

  
 “Issue Date” shall mean July 28, 2004. 

 
 “Issuers” shall mean the Company and the Guarantors. 

 
 “Losses” shall have the meaning set forth in Section 6(d)
hereof. 
  
 “Majority Holders” shall mean the Holders of
a majority of the aggregate principal amount of Securities and Exchange Securities, as the case may be, registered under a Registration Statement. 
  
 “Managing Underwriters” shall mean the investment banker or investment bankers and manager or managers that shall administer an underwritten
offering, if any, under a Registration Statement. 
  
 “NASD” shall have the meaning set forth in Section 4(u) hereof. 
  
 “Notes” shall have the meaning set forth in the preamble hereto. 
  
 “Parent” shall have the meaning set forth in the preamble hereto. 
  
 “Person” shall mean an individual, trustee, corporation, partnership, limited liability company, joint stock
company, trust, unincorporated association, union, business association, firm or other legal entity. 
  
 “Private Exchange Securities” shall have the meaning set forth in Section 2(f) hereof. 
  
 “Prospectus” shall mean the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Act), as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion of the Securities or the Exchange Securities covered by such Registration Statement, and all amendments and supplements thereto and all material incorporated by
reference therein. 
  
 “Purchase Agreement” shall have
the meaning set forth in the preamble hereto. 
  
 “Registered
Exchange Offer” shall mean the proposed offer of the Issuers to issue and deliver to the Holders of the Securities that are not prohibited by any law or policy of the Commission from participating in such offer, in exchange for the Securities,
as evidence of the same underlying indebtedness, an identical aggregate principal amount of Exchange Securities. 
  
 “Registrable Securities” shall mean (i) Securities other than those that have been (A) registered under a Registration Statement and disposed of
in accordance therewith or (B) distributed to the public pursuant to Rule 144 under the Act or any successor rule or regulation thereto that may be adopted by the Commission and (ii) any Exchange Securities, resale of which by the Holder thereof
requires compliance with the prospectus delivery requirements of the Act. 
  
 “Registration Default” shall have the meaning set forth in Section 8. 
  

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 “Registration Default Period” shall have the meaning set forth in Section 8. 
  
 “Registration Statement” shall mean any Exchange Offer Registration
Statement or Shelf Registration Statement that covers any of the Securities or the Exchange Securities pursuant to the provisions of this Agreement, any amendments and supplements to such registration statement, including post-effective amendments
(in each case including the Prospectus contained therein), all exhibits thereto and all material incorporated by reference therein. 
  
 “Representative” shall have the meaning set forth in the preamble hereto. 
  
 “Securities” shall have the meaning set forth in the preamble hereto. 
  
 “Shelf Registration” shall mean a registration effected pursuant to
Section 3 hereof. 
  
 “Shelf Registration Period” shall
have the meaning set forth in Section 3(b)(ii) hereof. 
  
 “Shelf Registration Statement” shall mean a “shelf” registration statement of the Issuers prepared and filed with the Commission pursuant to the provisions of Section 3 hereof which covers some or all of the Securities
or Exchange Securities, as applicable, on an appropriate form under Rule 415 under the Act, or any successor or similar rule that may be adopted by the Commission, amendments and supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. 
  
 “Trustee” shall mean Wilmington Trust Company, the trustee with respect to the Securities under the Indenture. 
  
 “underwriter” shall mean any Person deemed an
“underwriter,” under the Act, of Securities or Exchange Securities in connection with an offering thereof under a Shelf Registration Statement. 
  
 2. Registered Exchange Offer. (a) The Issuers (i) shall use their reasonable best efforts to prepare and, not later than 90 days following the Issue Date
(or if such 90th day is not a Business Day, the next succeeding Business Day), file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer and (ii) shall use their respective reasonable best
efforts to cause the Exchange Offer Registration Statement to become effective under the Act not later than 150 days following the Issue Date (or if such 150th day is not a Business Day, the next succeeding Business Day). 
  
 (b) Upon the effectiveness of the Exchange Offer Registration Statement, the
Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities representing the same underlying indebtedness
(assuming that such Holder is not an Affiliate of any Issuer, acquires the Exchange Securities in the ordinary course of such Holder’s business, is not engaged in and does not intend to engage in and has no arrangements or understandings with
any Person to participate in the distribution of the Exchange Securities, is not a broker-dealer tendering Securities directly acquired from any Issuer for its own account and is not prohibited by any law, interpretation or policy of the Commission
from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial
proportion of the several states of the United States. 
  

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 (c) In connection with the Registered Exchange Offer, the Issuers shall: 
  
 (i) mail to each Holder a copy of the Prospectus forming
part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; 
  
 (ii) keep the Registered Exchange Offer open for not less than 30 days after the date notice thereof is mailed to the Holders (or longer
if required by applicable law); 
  
 (iii) use
their respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Securities by
Exchanging Dealers during the Exchange Offer Registration Period; 
  
 (iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in The City of New York, which may be the Trustee or an Affiliate of the Trustee; 
  
 (v) permit Holders to withdraw tendered Securities at any
time prior to the close of business, New York City time, on the last Business Day on which the Registered Exchange Offer is open by sending to the entity specified in the Prospectus, a facsimile or letter setting forth the name of such Holder, the
principal amount of the Securities delivered for exchange and a statement that such Holder is withdrawing such Holder’s election to have such Securities exchanged; 
  
 (vi) prior to effectiveness of the Exchange Offer Registration Statement, if requested by the Commission,
provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan
Stanley and Co. Incorporated (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the Exchange Securities to be received in the
Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Securities in the ordinary course of business and has no arrangement or
understanding with any Person to participate in the distribution of the Exchange Securities; and 
  
 (vii) comply in all respects with all applicable laws relating to the Registered Exchange Offer. 
  
 (d) As soon as practicable after the close of the Registered Exchange Offer,
the Issuers shall: 
  
 (i) accept for exchange
all Securities duly tendered and not validly withdrawn pursuant to the Registered Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and letter of transmittal, which shall be an exhibit thereto; 
  
 (ii) deliver to the Trustee for cancellation in accordance
with Section 4(s) hereof all Securities so accepted for exchange; and 
  
 (iii) cause the Trustee promptly to authenticate and deliver to each Holder of Securities a principal amount of Exchange Securities equal to the principal amount of the Securities of such Holder (and representing the

  

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 same underlying indebtedness) so accepted for exchange; provided that in the case of any Securities held
in global form by a depository, authentication and delivery to such depository of one or more replacement Securities in global form in an equivalent amount thereto for the account of such Holders in accordance with the Indenture shall satisfy such
authentication and delivery requirement. 
  
 (e) Each Holder, by
tendering Securities for exchange for Exchange Securities, acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Securities (x) could not under
Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Morgan Stanley and Co. Incorporated (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted
in Shearman & Sterling (pub. avail. July 2, 1993) and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and must be covered by
an effective registration statement containing the selling security holder information required by Items 507 and 508 of Regulation S-K, as applicable, under the Act if the resales are of Exchange Securities obtained by such Holder in exchange for
Securities acquired by such Holder directly from any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers in writing (which may be contained in the
letter of transmittal contemplated by the Registered Exchange Offer) that, at the time of the consummation of the Registered Exchange Offer: 
  
 (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business; 
  
 (ii) such Holder will have no arrangement or understanding
with any Person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Act; and 
  
 (iii) such Holder is not an Affiliate of any Issuer. 
  
 (f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect
to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person purchasing Exchange Securities registered under a
Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, or Exchange Securities, as the case may be, a like principal amount of the Securities (the “Private Exchange
Securities”) of the Company that are identical in all material respects to the Exchange Securities except for the placement of a restrictive legal legend on such Private Exchange Securities. The Issuers shall use their respective reasonable
best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such Private Exchange Securities as for Exchange Securities issued pursuant to the Registered Exchange Offer. 
  
 3. Shelf Registration. (a) If: (i) due to any change in law, applicable
interpretations thereof or changes in policy by the Commission’s staff, the Issuers determine upon advice of their outside counsel that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for
any other reason the Exchange Offer Registration Statement is not declared effective within 150 days, or the Registered Exchange Offer is not consummated within 180 days, after the Issue Date; or (iii) prior to the 20th day following consummation of
the Registered Exchange Offer (A) any Initial Purchaser so requests with respect to Securities (or Private Exchange Securities) that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and that are held by it
following consummation of the Registered Exchange Offer; (B) any Holder 
  

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 (other than an Initial Purchaser or Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer;
or (C) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires Private Exchange Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable Exchange Securities in
exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items 507 and 508 of Regulation S-K, as
applicable, under the Act in connection with sales of Exchange Securities acquired in exchange for such Securities shall result in such Exchange Securities being not “freely tradeable;” and (y) the requirement that an Exchanging Dealer
deliver a Prospectus in connection with sales of Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange
Securities being not “freely tradeable”), the Issuers shall effect a Shelf Registration Statement in accordance with Section 3(b) hereof. The obligation to file a Shelf Registration Statement under Section 3(a)(iii) shall be deemed to
arise on the later of the 90th day after the Issue Date or the day the Issuers receive notice relating to a Section 3(a)(iii) Shelf Registration Statement. 
  
 (b) (i) The Issuers shall as promptly as reasonably practicable (but in no event more than 30 days after so required or requested pursuant to Section
3(a)(i) or (ii) and no more than 60 days after so required pursuant to Section 3(a)(iii)), file with the Commission, and thereafter shall use their respective reasonable best efforts to cause to be declared effective under the Act (within 90 days
after so required or requested pursuant to Section 3(a)), a Shelf Registration Statement relating to the offer and sale of the Securities or the Exchange Securities, as applicable, by the Holders thereof from time to time in accordance with the
methods of distribution elected by a majority of such Holders and set forth in such Shelf Registration Statement; provided, however, that nothing in this Section 3(b) shall require the filing of a Shelf Registration Statement prior to the deadline
for filing the Exchange Offer Registration Statement set forth in Section 2(a); provided, further, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement
unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided, further, that with respect to Exchange Securities or Private Exchange Securities received by an Initial Purchaser in
exchange for Securities constituting any portion of an unsold allotment, the Issuers may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing
the information required by Items 507 and 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to
herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. 
  
 (ii) The Issuers shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and
amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period
that will terminate when all the Securities or Exchange Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding (in any such case, such period
being called the “Shelf Registration Period”). The Issuers shall be deemed not to have used their reasonable best efforts to keep a Shelf Registration Statement effective during the Shelf Registration Period if they voluntarily take any
action that would result in Holders of Securities covered thereby 
  

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not being able to use such Shelf Registration Statement to offer and sell such Securities covered by such Shelf Registration Statement at any time during the
Shelf Registration Period, unless such action is (x) required by the Commission, applicable law or otherwise undertaken by the Issuers in good faith and for valid business reasons (not including avoidance of the Issuers’ obligations hereunder),
including the acquisition or divestiture of assets, and (y) permitted pursuant to Section 4(k)(ii) hereof. 
  
 4. Additional Registration Procedures. In connection with any Shelf Registration Statement and, to the extent applicable, any Exchange Offer Registration
Statement, the following provisions shall apply: 
  
 (a) the Issuers shall: 
  
 (i) furnish
to each of you or your counsel, not less than three Business Days prior to the filing thereof with the Commission, a copy of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, and each amendment
thereto and each amendment or supplement, if any, to the Prospectus included therein (and upon written request, all documents incorporated by reference therein after the initial filing) and shall use their reasonable best efforts to reflect in each
such document, when so filed with the Commission, such comments as you reasonably propose within a reasonable time prior to such filing; 
  
 (ii) in the case of an Exchange Offer Registration Statement, to the extent permitted by the Act, include the information in substantially
the form set forth in Annex A hereto on the facing page of the Exchange Offer Registration Statement, in substantially the form set forth in Annex B hereto in the forepart of the Exchange Offer Registration Statement in a section setting forth
details of the Exchange Offer, in substantially the form set forth in Annex C hereto in the underwriting or plan of distribution section of the Prospectus contained in the Exchange Offer Registration Statement, and in substantially the form set
forth in Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer; and 
  
 (iii) in the case of a Shelf Registration Statement, include the names of the Holders that propose to sell Securities or Exchange
Securities pursuant to the Shelf Registration Statement as selling security holders and the applicable information required by Items 507 and 508 of Regulation S-K as provided by the Holders. 
  
 (b) The Company shall ensure that: 
  
 (i) any Registration Statement and any amendment thereto and
any Prospectus forming part thereof and any amendment or supplement thereto complies in all material respects with the Act; and 
  
 (ii) any Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 
  
 (c) The Issuers shall advise you, the Holders of Securities or Exchange Securities covered by any Shelf Registration Statement and any Exchanging Dealer
under any Exchange Offer Registration Statement that has provided in writing to any Issuer a telephone or facsimile number and address for notices, and, if requested by you or any such Holder or Exchanging Dealer, shall confirm such advice in
writing (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until the Issuers shall have remedied the basis for such suspension): 
  
 (i) when a Registration Statement or any amendment thereto
has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective; 
  

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 (ii) of any request by the Commission for any amendment or supplement to the Registration
Statement or the Prospectus or for additional information; 
  
 (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; 
  
 (iv) of the receipt by any Issuer of any notification with
respect to the suspension of the qualification of the Securities included therein for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose; and 
  
 (v) of the happening of any event that requires any change in the Registration Statement or the Prospectus
so that, as of such date, they (A) do not contain any untrue statement of a material fact and (B) the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements
therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading; provided that such notice need not identify the reasons for such event that requires such change in the Registration Statement.

  
 (d) The Issuers shall use their respective reasonable best
efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement or the qualification of the Securities therein for sale in any jurisdiction at the earliest possible time. 
  
 (e) The Issuers shall furnish to each Holder of Securities or Exchange
Securities covered by any Shelf Registration Statement, without charge, at least one copy of such Shelf Registration Statement and any post- effective amendment thereto, including, upon written request, all material incorporated therein by reference
and exhibits thereto (including exhibits incorporated by reference therein). 
  
 (f) The Issuers shall, during the Shelf Registration Period, deliver to each Holder of Securities or Exchange Securities covered by any Shelf Registration Statement, without charge, as many copies of the Prospectus
(including each preliminary Prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request. The Issuers consent to the use (in all cases in accordance with applicable law and
subject to compliance with the terms of this Agreement) of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Securities in connection with the offering and sale of the Securities covered by the Prospectus, or
any amendment or supplement thereto, included in the Shelf Registration Statement. 
  
 (g) The Issuers shall furnish to each Exchanging Dealer which so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including, upon
written request, all material incorporated by reference therein, and all exhibits thereto (including exhibits incorporated by reference therein). 
  
 (h) The Issuers shall promptly deliver to each Initial Purchaser, each Exchanging Dealer and each other Person required to deliver a Prospectus during the
Exchange Offer Registration Period, without charge, as many copies of the Prospectus included in such Exchange Offer Registration Statement and any amendment or supplement thereto as any such Person may 
  

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 reasonably request. The Issuers consent to the use of the Prospectus or any amendment or supplement thereto by any
Initial Purchaser, any Exchanging Dealer and any such other Person that may be required to deliver a Prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the Prospectus, or
any amendment or supplement thereto, included in the Exchange Offer Registration Statement. 
  
 (i) Prior to the Registered Exchange Offer or any other offering of Securities or Exchange Securities pursuant to any Registration Statement, the Issuers shall arrange, if necessary, for the qualification of the
Securities or the Exchange Securities for sale under the laws of such jurisdictions as any Holder shall reasonably request and will maintain such qualification in effect so long as required; provided that in no event shall any Issuer be obligated
(i) to qualify to do business in any jurisdiction where it is not then so qualified or (ii) to take any action that would subject it to taxation or service of process in suits, other than those arising out of the Initial Placement, the Registered
Exchange Offer or any offering pursuant to a Shelf Registration Statement, in any such jurisdiction where it is not then so subject. 
  
 (j) The Issuers shall cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Exchange Securities or
Securities to be issued or sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as Holders may request. 
  
 (k) 
  
 (i) Upon the occurrence of any event contemplated by subsections (c)(ii) through (v) above, the Issuers shall promptly prepare a
post-effective amendment to the applicable Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that, as thereafter delivered to Initial Purchasers, the Prospectus will not include an
untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In such circumstances, the period of effectiveness of the
Exchange Offer Registration Statement provided for in Section 2 hereof and the Shelf Registration Statement provided for in Section 3(b) hereof shall each be extended by the number of days from and including the date of the giving of a notice of
suspension pursuant to Section 4(c) hereof to and including the date when the Initial Purchasers, the Holders and any known Exchanging Dealer shall have received such amended or supplemented Prospectus pursuant to this Section 4; or 
  
 (ii) Upon the occurrence or existence of any pending
corporate development or any other material event that, in the reasonable judgment of the Company, makes it appropriate to suspend the availability of a Shelf Registration Statement and the related Prospectus, the Company shall give notice (without
notice of the nature or details of such events) to the Holders that the availability of the Shelf Registration is suspended and, upon actual receipt of any such notice, each Holder agrees not to sell any Registrable Securities pursuant to the Shelf
Registration until such Holder’s receipt of copies of the supplemented or amended Prospectus provided for in Section 4(h) hereof, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any
additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The period during which the availability of the Shelf Registration and any Prospectus is suspended (the “Deferral Period”)
shall not exceed 90 days in any twelve-month period. 
  
 Notwithstanding this
Section 4(k), in no event shall the Issuers be required 
  

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to maintain the effectiveness of any Exchange Offer Registration Statement or Shelf Registration Statement beyond the second anniversary of the date the
Shelf Registration is declared effective by the Commission, except as set forth in Section 3(b)(ii). As soon as practicable following receipt of notice from the Issuers in accordance with Sections 4(c) or (k) hereof, as the case may be, each Holder
and Exchanging Dealer agrees to suspend use of the Prospectus until such Holder and Exchanging Dealer receives copies of the amended or supplemented Prospectus or until it receives written notice from the Issuers that the use of the applicable
Prospectus may be resumed. 
  
 (l) Not later than the effective
date of any Registration Statement, the Issuers shall provide a CUSIP number for the Securities or the Exchange Securities, as the case may be, registered under such Registration Statement and provide the Trustee with printed certificates for such
Securities or Exchange Securities, in a form eligible for deposit with The Depository Trust Company. 
  
 (m) The Issuers shall comply with all applicable rules and regulations of the Commission and make generally available to their security holders as soon as
practicable after the effective date of the applicable Registration Statement an earnings statement satisfying the provisions of Section 11(a) of the Act. 
  
 (n) The Issuers shall cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended, in a timely manner. 
  
 (o) The Issuers may require each Holder of Securities to be sold pursuant to
any Shelf Registration Statement to furnish to the Issuers such information regarding the Holder and the distribution of such Securities as the Issuers may from time to time reasonably require for inclusion in such Registration Statement. The
Issuers may exclude from such Shelf Registration Statement the Securities or Exchange Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request, and the failure to include such
Securities or Exchange Securities of any such Holder shall not be deemed a default hereunder. Each Holder agrees to promptly furnish additional information required to be disclosed in order to make the information previously furnished to the Issuers
by such Holder, regarding such Holder, not materially misleading. 
  
 (p) In the case of any Shelf Registration Statement, the Issuers shall enter into such and take all other appropriate actions (including, if requested, an underwriting agreement in customary form) in order to expedite or facilitate the
registration or the disposition of the Securities or Exchange Securities, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures no less favorable than those set
forth in Section 6 (or such other provisions and procedures acceptable to the Majority Holders and the Managing Underwriters, if any, with respect to all parties to be indemnified pursuant to Section 6). 
  
 (q) In the case of any Shelf Registration Statement, the Issuers shall:

  
 (i) upon request and reasonable advance
notice, make reasonably available for inspection by the Holders of Securities or Exchange Securities to be registered thereunder, any underwriter participating in any disposition pursuant to such Shelf Registration Statement, and any attorney,
accountant or other agent retained by the Holders or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of each Issuer; 
  
 (ii) upon request and reasonable advance notice, cause the officers, 
  

 Page 11 








 directors, employees, accountants and auditors of each Issuer to supply all relevant information
reasonably requested by the Holders or any such underwriter or attorney, accountant or agent in connection with any such Shelf Registration Statement (each an “Inspector”) as is customary for similar due diligence examinations provided,
however, that each Inspector shall agree in writing that any confidential information referred to in Section 4(q)(i) above or this Section 4(q)(ii) shall be kept confidential by such Inspector, unless such disclosure is made in connection with a
court proceeding or required by law, or such information becomes available to the public generally or through a third party (other than an Affiliate of such Inspector) without an accompanying obligation of confidentiality; provided, further, that
prior written notice shall be provided as soon as practicable to the applicable Issuer of the potential disclosure of any information in connection with a court proceeding or required by law to permit such Issuer to obtain a protective order;

  
 (iii) upon the request of any Holder of
securities covered thereby, make such representations and warranties to the Holders of Securities or Exchange Securities registered thereunder and the underwriters, if any, in form, substance and scope as are customarily made by issuers to
underwriters in primary underwritten offerings and covering matters including, but not limited to, those set forth in the Purchase Agreement as may be reasonably requested; 
  
 (iv) upon the request of any Holder of securities covered thereby, obtain opinions of counsel to the Issuers
(which may be the Issuers’ internal counsel) and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Managing Underwriters, if any) addressed to each selling Holder and the
underwriters, if any, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters; 
  
 (v) upon the request of any Holder of securities covered
thereby, obtain “cold comfort” letters and updates thereof from the independent certified public accountants of Parent (and, if necessary, any other independent certified public accountants of any Issuer or any subsidiary of any Issuer or
of any business acquired by any Issuer for which financial statements and financial data are, or are required to be, included in the Shelf Registration Statement), addressed to each selling Holder of Securities registered thereunder and the
underwriters, if any, in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with primary underwritten offerings, provided that each such underwriter makes such representations as may
be required for such independent certified public accountants to deliver such letters; and 
  
 (vi) deliver such documents and certificates as may be reasonably requested by the Majority Holders and the Managing Underwriters, if any,
including those to evidence compliance with Section 4(k) and with any customary conditions contained in the underwriting agreement or other customary agreement entered into by the Issuers. 
  
 The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section 4(q) shall be
performed at each closing under any underwriting or similar agreement as and to the extent required thereunder. 
  
 (r) In the case of any Exchange Offer Registration Statement, the Issuers shall, if requested by an Initial Purchaser, or by a Broker-Dealer that holds
Securities that were acquired as a result of market making or other trading activities: 
  
 (i) upon request and reasonable advance notice, make reasonably 
  

 Page 12 








 available for inspection by the requesting party, and any attorney, accountant or other agent retained by
the requesting party, all relevant financial and other records, pertinent corporate documents and properties of each Issuer during normal business hours at the offices where such information is typically kept; 
  
 (ii) upon request and reasonable advance notice, cause the
officers, directors, employees, accountants and auditors of each Issuer to supply all relevant information reasonably requested by the requesting party or any such attorney, accountant or agent in connection with any such Registration Statement as
is customary for similar due diligence examinations provided, however, that each Inspector shall agree in writing that any confidential information referred to in Section 4(q)(i) above or this Section 4(q)(ii) shall be kept confidential by such
Inspector, unless such disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or through a third party (other than an Affiliate of such Inspector) without an
accompanying obligation of confidentiality; provided, further, that prior written notice shall be provided as soon as practicable to the applicable Issuer of the potential disclosure of any information in connection with a court proceeding or
required by law to permit such Issuer to obtain a protective order; 
  
 (iii) make such representations and warranties to the requesting party, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings and covering matters including,
but not limited to, those set forth in the Purchase Agreement, as may be reasonably requested; 
  
 (iv) obtain opinions of counsel to the Issuers and updates thereof (which counsel and opinions (in form, scope and substance) shall be
reasonably satisfactory to the requesting party and its counsel, if any, addressed to the requesting party, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably
requested by the requesting party or its counsel; 
  
 (v) obtain “comfort” letters and updates thereof from the independent certified public accountants of Parent (and, if necessary, any other independent certified public accountants of any Issuer or any subsidiary of any Issuer or
of any business acquired by any Issuer for which financial statements and financial data are, or are required to be, included in the Exchange Offer Registration Statement), addressed to the requesting party, in customary form and covering matters of
the type customarily covered in “comfort” letters in connection with primary underwritten offerings; and 
  
 (vi) deliver such documents and certificates as may be reasonably requested by the requesting party or its counsel, including those to
evidence compliance with Section 4(k) and with conditions customarily contained in underwriting agreements. 
  
 The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this Section shall be performed at the close of the Registered Exchange Offer and the effective date of any post-effective amendment to the
Exchange Offer Registration Statement. 
  
 (s) If a Registered
Exchange Offer is to be consummated, upon delivery of the Securities by Holders to the Company (or to such other Person as directed by the Company) in exchange for the Exchange Securities, the Company shall mark, or caused to be marked, on the
Securities so exchanged that such Securities are being canceled in exchange for the Exchange Securities. In no event shall the Securities be marked as paid or otherwise satisfied. 
  

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 (t) The Issuers will use their respective reasonable best efforts, (i) if the Securities have been rated
prior to the initial sale of such Securities pursuant to the Purchase Agreement, to confirm such ratings will apply to the Securities or the Exchange Securities, as the case may be, covered by an Exchange Offer Registration Statement. 
  
 (u) In the event that any Broker-Dealer shall underwrite any Securities or
Exchange Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Conduct Rules”) of the National Association of Securities
Dealers, Inc. (the “NASD”)) thereof, whether as a Holder or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Issuers shall assist such Broker-Dealer in complying with the
requirements of such Conduct Rules, including, without limitation, by: 
  
 (i) if such Conduct Rules shall so require, engaging a “qualified independent underwriter” (as defined in such Rules) to participate in the preparation of the Registration Statement, to exercise usual
standards of due diligence with respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities or
Exchange Securities; 
  
 (ii) indemnifying any
such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 6 hereof; and 
  
 (iii) providing such information to such Broker-Dealer as may be required in order for such Broker-Dealer to comply with the requirements
of such Conduct Rules. 
  
 (v) The Issuers shall cooperate with
the Holders participating in the disposition of the Securities and one counsel acting on behalf of all such Holders in connection with the filings, if any, required to be made with the NASD. 
  
 (w) The Issuers shall use their respective reasonable best efforts to take
all other steps necessary to effect the registration of the Securities or the Exchange Securities, as the case may be, covered by a Registration Statement. 
  
 (x) If the Issuers file an Exchange Offer Registration Statement, the Exchange Notes will not be qualified for distribution to the public under the laws
of any jurisdiction outside the United States and the exchange offer will not be made to Holders of Notes in those jurisdictions except pursuant to the applicable exemptions from or otherwise in compliance with the laws of such jurisdictions.

  
 5. Registration Expenses. The Issuers shall bear all expenses
incurred in connection with the performance of their obligations under Sections 2, 3 and 4 hereof, and, in the event of any Shelf Registration Statement, will reimburse the Holders for the reasonable fees and disbursements of one firm or counsel
designated by the Majority Holders to act as counsel for the Holders in connection therewith and, in the case of any Exchange Offer Registration Statement, will reimburse the Initial Purchasers for the reasonable fees and disbursements of such one
firm or counsel acting in connection therewith. The Holders of Securities shall pay all underwriting discounts and commissions, if any, and the fees of any counsel retained by or on behalf of the underwriters, and transfer taxes, if any, related to
the sale or disposition of such Holder’s Securities pursuant to any Shelf Registration Statement. 
  

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 6. Indemnification and Contribution. (a) The Issuers jointly and severally agree to indemnify and hold
harmless each Holder of Securities or Exchange Securities, as the case may be, covered by any Registration Statement (including each Initial Purchaser and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each
Exchanging Dealer), the directors, officers, employees, Affiliates and agents of each such Holder, Initial Purchaser or Exchanging Dealer and each Person who controls any such Holder within the meaning of either Section 15 of the Act or Section 20
of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal, state or foreign statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any such Registration
Statement as originally filed or in any amendment thereof, or in any preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or in any “wrapped” version thereof constituting an offering memorandum under
applicable Canadian securities laws, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in the case of any preliminary
Prospectus or the Prospectus, in light of the circumstances under which they were made) not misleading, and jointly and severally agree to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it
in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Issuers will not be liable in any case to the extent that any such loss, claim, damage or liability arises out of or is
based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to any Issuer by or on behalf of the party claiming indemnification
specifically for inclusion therein. This indemnity agreement shall be in addition to any liability that the Issuers may otherwise have. 
  
 Each Issuer also jointly and severally agrees to indemnify as provided in this Section 6(a) or contribute as provided in Section 6(d) hereof to Losses of
each underwriter, if any, of Securities or Exchange Securities, as the case may be, registered under a Shelf Registration Statement, its directors, officers, employees or agents and each Person who controls such underwriter on substantially the same
basis as that of the indemnification of the Initial Purchasers and the selling Holders provided in this Section 6(a) and shall, if requested by any Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 4(p)
hereof. 
  
 (b) Each Holder of Securities covered by a
Registration Statement (including each Initial Purchaser and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer) severally agrees to indemnify and hold harmless each of the Issuers, each of their
respective directors, each of their officers who signs such Registration Statement or agents and each Person who controls any Issuer within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the
Issuers to each such Holder, but only in reliance upon and conformity with written information relating to such Holder furnished to the Issuers by or on behalf of such Holder specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have. 
  
 (c) Promptly after receipt by an indemnified party under this 
  

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 Section 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to
be made against the indemnifying party under this Section 6, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b)
above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from
any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying
party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the
indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the
indemnified party in an action, the indemnified party shall have the right to employ separate counsel (in addition to local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party
and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying
party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying
party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. In any such case, the indemnifying party shall not, in connection with any one action or separate but substantially similar or related
actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties and all
such fees and expenses shall be reimbursed as they are incurred. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement,
compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. 
  
 (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section is unavailable to or insufficient to hold harmless an indemnified
party for any reason, then each applicable indemnifying party shall have a joint and several obligation to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with
investigating or defending any loss, claim, liability, damage or action) (collectively “Losses”) to which such indemnified party may be subject in such proportion as is appropriate to reflect the relative benefits received by such
indemnifying party, on the one hand, and such indemnified party, on the other hand, from the Initial Placement and the Registration Statement which resulted in such Losses; provided, however, that in no case shall any Initial Purchaser or any
subsequent Holder of any Security or Exchange Security be responsible, in the aggregate, for any amount in excess of the purchase discount or commission applicable to such Security or, in the case of an Exchange Security, applicable to the Security
that was exchangeable into such Exchange Security, 
  

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 as set forth on the cover page of the Final Memorandum, nor shall any underwriter be responsible for any amount in excess
of the underwriting discount or commission applicable to the Securities purchased by such underwriter under the Registration Statement which resulted in such Losses. If the allocation provided by the immediately preceding sentence is unavailable for
any reason, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the one hand, and such
indemnified party, on the other hand, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. The relative benefits received by the Issuers shall be deemed to be equal to
the total net proceeds from the Initial Placement (before deducting expenses) as set forth on the cover page of the Final Memorandum. The relative benefits received by the Initial Purchasers shall be deemed to be equal to the total purchase
discounts and commissions as set forth on the cover page of the Final Memorandum and benefits received by any other Holders shall be deemed to be equal to the value of receiving Securities or Exchange Securities, as applicable, registered under the
Act. Benefits received by any underwriter shall be deemed to be equal to the total underwriting discounts and commissions, as set forth on the cover page of the Prospectus forming a part of the Registration Statement which resulted in such Losses.
Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information provided by the
indemnifying party, on the one hand, or by the indemnified party, on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The parties
agree that it would not be just and equitable if contribution were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or any other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this paragraph (d), no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section 6, each Person who controls a Holder within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of such Holder shall have the same
rights to contribution as such Holder, and each Person who controls any Issuer within the meaning of either the Act or the Exchange Act, each officer of any Issuer who shall have signed the Registration Statement and each director of any Issuer
shall have the same rights to contribution as the Issuers, subject in each case to the applicable terms and conditions of this paragraph (d). 
  
 (e) The provisions of this Section 6 will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the
Issuers or any of the officers, directors or controlling Persons referred to in this Section 6, and will survive the sale by a Holder of Securities covered by a Registration Statement. 
  
 7. Underwritten Registrations. (a) If any of the Securities or Exchange Securities, as the case may be, covered by any Shelf
Registration Statement are to be sold in an underwritten offering, the Managing Underwriter(s) shall be selected by the Majority Holders and shall be reasonably satisfactory to the Company. 
  
 (b) No Person may participate in any underwritten offering pursuant to any
Shelf Registration Statement, unless such Person (i) agrees to sell such Person’s Securities or Exchange Securities, as the case may be, on the basis reasonably provided in any underwriting arrangements approved by the Persons entitled
hereunder to approve such arrangements; and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

  

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 8. Registration Default. In the event that: 
  
 (a) within 90 days after the Issue Date, neither the Exchange Offer
Registration Statement nor the Shelf Registration Statement has been filed with the Commission; 
  
 (b) within 150 days after the Issue Date, the Exchange Offer Registration Statement has not been declared effective; 
  
 (c) within 180 days after the Issue Date, neither the Registered Exchange
Offer has been consummated nor the Shelf Registration Statement has been declared effective; 
  
 (d) within 60 days of the day on which the obligation to file the Shelf Registration Statement pursuant solely to Section 3(a)(iii), such Shelf Registration Statement is not filed with the Commission; or 

 
 (e) after either the Exchange Offer Registration Statement or the Shelf
Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or fails to be usable in connection with resales of Securities or Exchange Securities in accordance with and during the periods
specified in this Agreement, other than as permitted pursuant to Section 3(b)(ii) and Section 4(k)(ii), (each such event a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a
“Registration Default Period”), then, as liquidated damages for such Registration Default, additional interest will accrue on the aggregate principal amount of the Securities and Exchange Securities (in addition to the stated interest on
the Securities and Exchange Securities) from and including the date on which any such Registration Default shall occur to, but excluding the date on which all Registration Defaults have been cured. Additional interest will accrue at an initial rate
of 0.25% per annum, which rate shall increase by 0.25% per annum for each subsequent 90-day period during which such Registration Default continues up to a maximum of 1.00% per annum. If, after the cure of all Registration Defaults then in effect,
there is a subsequent Registration Default, the rate of additional interest for such subsequent Registration Default shall initially be 0.25% regardless of the rate in effect with respect to any prior Registration Default at the time of cure of such
Registration Default. 
  
 9. No Inconsistent Agreements. No Issuer
has, as of the date hereof, entered into, nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the
provisions hereof. 
  
 10. Amendments and Waivers. The provisions
of this Agreement, including the provisions of this sentence, may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, otherwise than with the prior written consent
of the Majority Holders; provided that, with respect to any matter that directly or indirectly affects any rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each of the Initial Purchasers against which such
amendment, qualification, supplement, waiver or consent is to be effective; provided, further, that no amendment, qualification, supplement, waiver or consent with respect to Section 8 hereof shall be effective as against any Holder of Registered
Securities unless consented to in writing by such Holder; and provided, further, that the provisions of this Section 10 may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof

  

 Page 18 








 may not be given, unless the Company has obtained the written consent of the Initial Purchasers and each Holder.
Notwithstanding the foregoing (except the foregoing proviso), a waiver or consent to departure from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Securities or Exchange Securities, as the case
may be, are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders, may be given by the Majority Holders, determined on the basis of Securities or Exchange Securities, as the case
may be, being sold rather than registered under such Registration Statement, voting as a single class. 
  
 11. Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first-class mail, telex,
telecopier or air courier guaranteeing overnight delivery: 
  
 (a) if to a Holder, at the most current address given by such Holder to the Issuers in accordance with the provisions of this Section 11, which address initially is, with respect to each Holder, the address of such
Holder maintained by the registrar under the Indenture, with a copy in like manner to Citigroup Global Markets Inc.; 
  
 (b) if to you, initially at the respective addresses set forth in the Purchase Agreement; and 
  
 (c) if to the Issuers, initially at their address set forth
in the Purchase Agreement. 
  
 All such notices and communications
shall be deemed to have been duly given when received. 
  
 The
Initial Purchasers or the Issuers by notice to the other parties may designate additional or different addresses for subsequent notices or communications. 
  
 12. Remedies. Each Holder, in addition to being entitled to exercise all rights provided to it herein, in the Indenture or in the Purchase Agreement and
granted by law, including recovery of liquidated or other damages, will be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by it of the provisions of this Agreement and hereby agrees to waive in any action for specific performance the defense that a remedy at law would be adequate. 
  
 13. Successors. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the
parties hereto, including, without the need for an express assignment or any consent, by the Issuers and subsequent Holders of Securities and Exchange Securities. The Issuers hereby agree to extend the benefits of this Agreement to any Holder of
Securities or Exchange Securities, and any such Holder may specifically enforce the provisions of this Agreement as if an original party hereto. 
  
 14. Counterparts. This Agreement may be signed in counterparts, each of which shall be an original and all of which together shall constitute one and the
same agreement. 
  
 15. Headings. The headings used herein are for
convenience only and shall not affect the construction hereof. 
  
 16. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York. The parties hereto hereby waive any right
to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement. 
  

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 17. Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement
and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein, with respect to the registration rights granted with respect to the Securities and Exchange Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject
matter. 
  
 18. Severability. In the event that any one or more of
the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law. 
  
 19. Securities Held by the Issuers, etc. Whenever the consent or approval of
Holders of a specified percentage of principal amount of Securities or Exchange Securities is required hereunder, Securities or Exchange Securities, as applicable, held by any Issuer or its Affiliates (other than subsequent Holders of Securities or
Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of
such required percentage. 
  
 20. Submission to Jurisdiction. Each
of the Issuers agree that any suit, action or proceeding against the Issuers brought by any Holder or Initial Purchaser, the directors, officers, employees, Affiliates and agents of any Holder or Initial Purchaser, or by any Person who controls any
Holder or Initial Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection which it
may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Issuers hereby appoint Corporation Service Company as their
authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any State or U.S.
federal court in The City of New York and County of New York, by any Holder or Initial Purchaser, the directors, officers, employees, Affiliates and agents of any Holder or Initial Purchaser, or by any Person who controls any Holder or Initial
Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Issuers hereby represent and warrant that the Authorized Agent has accepted such appointment and has agreed to
act as said agent for service of process, and the Issuers agree to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process
upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Issuers. The Issuers further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as
may be necessary to continue such designation and appointment in full force and effect so long as any of the Securities shall be outstanding. 
  
 21. Currency. Each reference in this Agreement to U.S. dollars (the “relevant currency”) is of the essence. To the fullest extent permitted by
law, the obligation of the Issuers in respect of any amount due under 
  

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 this Agreement will, notwithstanding any payment in any other currency (whether pursuant to a judgment or otherwise), be
discharged only to the extent of the amount in the relevant currency that the party entitled to receive such payment may, in accordance with its normal procedures, purchase with the sum paid in such other currency (after any premium and costs of
exchange) on the Business Day immediately following the day on which such party receives such payment. If the amount in the relevant currency that may be so purchased for any reason falls short of the amount originally due, the Issuers will pay such
additional amounts, in the relevant currency, as may be necessary to compensate for the shortfall. Any obligation of the Issuers not discharged by such payment will, to the fullest extent permitted by applicable law, be due as a separate and
independent obligation and, until discharged as provided herein, will continue in full force and effect. 
  
 22. Waiver of Immunity. To the extent that the Issuers have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or
proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Issuers hereby irrevocably waive and agree not to plead or
claim such immunity in respect of its obligations under this Agreement. 
  
 [Signature Page Follows] 
  
 If the foregoing is in
accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among each Issuer and the several Initial Purchasers.

  

			
	INTERTAPE POLYMER US INC.
		
	 By:
	 	 /s/ Andrew M. Archibald


	 Name:
	 	 Andrew M. Archibald

	 Title:
	 	 CFO, Secretary, Vice President

	 	 	 Administration

	 	 	 
	 INTERTAPE POLYMER GROUP INC.

		
	 By:
	 	 /s/ Andrew M. Archibald


	 Name:
	 	 Andrew M. Archibald

	 Title:
	 	 CFO, Secretary, Vice President

	 	 	 Administration

	
	 INTERTAPE POLYMER INC.

	 
	 By:
	 	 /s/ Andrew M. Archibald


	 Name:
	 	 Andrew M. Archibald

	 Title:
	 	 Chief Financial Officer

	 	 	 
	 SPUNTECH FABRICS INC.

		
	 By:
	 	 /s/ Burgess H. Hildreth


	 Name:
	 	 Burgess H. Hildreth

	 Title:
	 	 Vice President

	 	 	 
	 IPG HOLDING COMPANY OF NOVA SCOTIA

		
	 By:
	 	 /s/ Andrew M. Archibald


	 Name:
	 	 Andrew M. Archibald

	 Title:
	 	 Vice President Finance



  

 Page 21 









			
	 IPG HOLDINGS LP

		
	 By:
	 	 /s/ Andrew M. Archibald


	 Name:
	 	 Andrew M. Archibald

	 Title:
	 	 Chief Financial Officer

	 	 	 
	 IPG FINANCE LLC

		
	 By:
	 	 /s/ Andrew M. Archibald


	 Name:
	 	 Andrew M. Archibald

	 Title:
	 	 President

	 	 	 
	 IPG (US) INC.

		
	 By:
	 	 /s/ Burgess H. Hildreth


	 Name:
	 	 Burgess H. Hildreth

	 Title:
	 	 Vice President

	 	 	 
	 IPG (US) HOLDINGS 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

	 	 	 
	 INTERTAPE INC. (F/K/A INTERTAPE POLYMER CORP.)

		
	 By:
	 	 /s/ Burgess H. Hildreth


	 Name:
	 	 Burgess H. Hildreth

	 Title:
	 	 Vice President Manufacturing

	 	 	 
	 INTERTAPE POLYMER MANAGEMENT CORP.

		
	 By:
	 	 /s/ Burgess H. Hildreth


	 Name:
	 	 Burgess H. Hildreth

	 Title:
	 	 Vice President

	 	 	 
	 POLYMER INTERNATIONAL CORP.

		
	 By:
	 	 /s/ Burgess H. Hildreth


	 Name:
	 	 Burgess H. Hildreth

	 Title:
	 	 President



  

 Page 22 









			
	 CAJUN BAG & SUPPLY CORP.

		
	 By:
	 	 /s/ Burgess H. Hildreth


	 Name:
	 	 Burgess H. Hildreth

	 Title:
	 	 Vice President

	 	 	 
	 INTERNATIONAL CONTAINER SYSTEMS, INC.

		
	 By:
	 	 /s/ Burgess H. Hildreth


	 Name:
	 	 Burgess H. Hildreth

	 Title:
	 	 Vice President

	 	 	 
	 UTC ACQUISITION CORP.

		
	 By:
	 	 /s/ Burgess H. Hildreth


	 Name:
	 	 Burgess H. Hildreth

	 Title:
	 	 President

	 	 	 
	 INTERTAPE INTERNATIONAL CORP.

		
	 By:
	 	 /s/ Burgess H. Hildreth


	 Name:
	 	 Burgess H. Hildreth

	 Title:
	 	 President

	 	 	 
	 INTERTAPE POLYMER CORP.

		
	 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

	 	 	 
	 IPG TECHNOLOGIES INC.

		
	 By:
	 	 /s/ Burgess H. Hildreth


	 Name:
	 	 Burgess H. Hildreth

	 Title:
	 	 Vice President

	 	 	 
	 IPG FINANCIAL SERVICES INC.

		
	 By:
	 	 /s/ Andrew M. Archibald


	 Name:
	 	 Andrew M. Archibald

	 Title:
	 	 President

	 	 	 
	 COIF HOLDING INC.

		
	 By:
	 	 /s/ Burgess H. Hildreth


	 Name:
	 	 Burgess H. Hildreth

	 Title:
	 	 Vice President



  

 Page 23 









			
	 FIBC HOLDING INC.

		
	 By:
	 	 /s/ Burgess H. Hildreth


	 Name:
	 	Burgess H. Hildreth
	 Title:
	 	Vice President
	
	FIBOPE PORTUGUESA-FILMES BIORIENTADOS S.A.
		
	By:	 	 /s/ Andrew M. Archibald


	 Name:
	 	Andrew M. Archibald
	 Title:
	 	Director
	
	 DRUMHEATH INDEMNITY LTD.

		
	By:	 	 /s/ Andrew M. Archibald


	 Name:
	 	 Andrew M. Archibald

	 Title:
	 	 Chairman

	
	INTERTAPE WOVEN PRODUCTS, S.A. DE C.V.
		
	 By:
	 	 /s/ Jim Bob Carpenter


	 Name:
	 	 Jim Bob Carpenter

	 Title:
	 	 President, Attorney-in-Fact

	
	INTERTAPE WOVEN PRODUCTS SERVICES, S.A. DE C.V.
		
	 By:
	 	 /s/ Jim Bob Carpenter


	 Name:
	 	 Jim Bob Carpenter

	 Title:
	 	 President, Attorney-in-Fact



  

			
	 The foregoing Agreement is hereby confirmed and accepted as of the date first above written.


  

			
	 CITIGROUP GLOBAL MARKETS INC.

		
	 By:
	 	 /s/ William Graham


	 Name:
	 	 William Graham

	 Title:
	 	 Vice President


  
 For
itself and the other several Initial Purchasers named in Schedule I to the foregoing Agreement. 
  

 Page 24 








 SCHEDULE I 

			
	 Initial Purchasers:
	 	 
	
	 Citigroup Global Markets Inc.

	 TD Securities (USA) Inc.


  

 Page 25 








 SCHEDULE II 
  
 Guarantors: 
  

	
	 Drumheath Indemnity Ltd.

	 Intertape Woven Products, S.A. de C.V.

	 Intertape Woven Products Services, S.A. de C.V.

	 IPG Holdings LP

	 IPG Finance LLC

	 IPG (US) Holdings Inc.

	 IPG (US) Inc.

	 Central Products Company

	 Intertape Inc. (f/k/a Intertape Polymer Corp.)

	 Intertape Polymer Management Corp.

	 Polymer International Corp.

	 Cajun Bag & Supply Corp.

	 International Container Systems, Inc.

	 UTC Acquisition Corp.

	 Intertape International Corp.

	 Intertape Polymer Corp.

	 IPG Administrative Services Inc.

	 IPG Technologies Inc.

	 IPG Financial Services Inc.

	 COIF Holding Inc.

	 FIBC Holding Inc.

	 Intertape Polymer Group Inc.

	 Intertape Polymer Inc.

	 Spuntech Fabrics Inc.

	 IPG Holding Company of Nova Scotia

	 Fibope Portuguesa-Filmes Biorientados S.A.


  

 Page 26 








 ANNEX A 
  
 Each Broker-Dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus
in connection with any resale of such Exchange Securities. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning
of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired by such
Broker-Dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, starting on the expiration date and ending on the close of business 180 days after the expiration date, they will make this Prospectus
available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” 
  

 Page 27 








 ANNEX B 
  
 Each Broker-Dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such
Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” 
  

 Page 28 








 ANNEX C 
  
 Plan of Distribution 
 Each Broker-Dealer that
receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from
time to time, may be used by a Broker-Dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers
have agreed that, starting on the expiration date and ending on the close of business 180 days after the Expiration Date, they will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such
resale. In addition, until             , 200_, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. 
  
 The Issuers will not receive any proceeds from any sale of Exchange
Securities by Broker-Dealers. Exchange Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be
made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such Exchange Securities. Any Broker-Dealer that resells
Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the
meaning of the Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The letter of transmittal states that by
acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. 
  
 For a period of 180 days after the Expiration Date, the Issuers will promptly send additional copies of this Prospectus and
any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the letter of transmittal. The Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the
holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. 

 

 Page 29 









					
	 ̈	 	 CHECK HERE IF YOU ARE A BROKER-DEALER AND
 WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE
 PROSPECTUS AND 10 COPIES OF ANY
 AMENDMENTS OR SUPPLEMENTS THERETO.

			
	 	 	Name:	 	  


	 	 	Address:	 	  


	 	 	 	 	  



  
 If the undersigned is not a
Broker-Dealer, the undersigned represents that it acquired the Exchange Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities and it has no arrangements or
understandings with any Person to participate in a distribution of the Exchange Securities. If the 
 undersigned is a Broker-Dealer that will receive
Exchange Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for Exchange Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges
that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the
meaning of the Act. 
  

 Page 30