<PAGE>
                                                                       EXHIBIT 3

                             INTERTAPE POLYMER INC.

                                     - and -

                             INTERTAPE POLYMER CORP.

                                     - and -

             EACH OF THE OTHER PARTIES LISTED IN SCHEDULE "K" HERETO

                    AS JOINT AND SEVERAL FACILITY A BORROWERS

                                     - and -

                                IPG HOLDINGS LP,

                            AS FACILITY B/C BORROWER

                                      -and-

                          INTERTAPE POLYMER GROUP INC.

                               IPG FINANCE LLC AND

                       IPG HOLDING COMPANY OF NOVA SCOTIA

                                  AS GUARANTORS

                                     - and -

                          THE TORONTO-DOMINION BANK, AS

       CANADIAN ADMINISTRATION AGENT, CANADIAN COLLATERAL AGENT, LENDER,
                      SWING LINE LENDER AND ISSUING LENDER

           TORONTO DOMINION (TEXAS), INC., AS US ADMINISTRATION AGENT

                                     - and -

                                COMERICA BANK, AS

                     LENDER, ISSUING LENDER AND CO-ARRANGER

                                     - and -

                           NATIONAL BANK OF CANADA, AS

                  LENDER, CO-ARRANGER AND DOCUMENTATION AGENT

                                     - and -

                                TD SECURITIES, AS

                          LEAD ARRANGER AND BOOKMANAGER

--------------------------------------------------------------------------------

                                CREDIT AGREEMENT
                    bearing formal date of December 20, 2001
                                 US $145,000,000

--------------------------------------------------------------------------------

                                 HEENAN BLAIKIE
                          1250 Rene Levesque Blvd. West
                                   Suite 2500
                            Montreal (Quebec) H3B 4Y1
                            Telephone: (514) 846-1212
                           Telecopier: (514) 846-3427


<PAGE>

CREDIT AGREEMENT entered into in the City of New York, State of New York dated
as of December 20, 2001

BETWEEN:                      INTERTAPE POLYMER INC., a corporation constituted
                              in accordance with the laws of Canada, having its
                              principal place of business at 110E Montee de
                              Liesse, in the City of St. Laurent, Province of
                              Quebec

AND:                          INTERTAPE POLYMER CORP., a corporation constituted
                              in accordance with the laws of the State of
                              Delaware, having its principal place of business
                              at 3647 Cortez Road West, Suite 102, Brandenton,
                              Florida, 34210

AND:                          EACH OF THE OTHER PARTIES LISTED IN SCHEDULE "K"
                              HERETO

                              (hereinafter collectively called the "FACILITY A
                              BORROWERS")

                              PARTIES OF THE FIRST PART

AND:                          IPG HOLDINGS LP, a limited partnership constituted
                              in accordance with the laws of the State of
                              Delaware, having its registered office c/o RL&F
                              Service Corp, One Rodney Square, Tenth floor,
                              Tenth and King Streets, in the City of Wilmington,
                              State of Delaware, represented herein by its
                              general partner, Intertape Polymer Inc., having
                              its principal place of business at 110E Montee de
                              Liesse, in the City of St. Laurent, Province of
                              Quebec (hereinafter called the "FACILITY B/C
                              BORROWER")

                              PARTY OF THE SECOND PART

AND:                          INTERTAPE POLYMER GROUP INC., a corporation
                              constituted in accordance with the laws of Canada,
                              having its principal place of business at 110E
                              Montee de Liesse, in the City of St. Laurent,
                              Province of Quebec

AND:                          IPG FINANCE LLC, a limited liability company
                              constituted in accordance with the laws of the
                              State of Delaware, having its principal place of
                              business at registered office at c/o RL&F Service
                              Corp, One Rodney Square, Tenth floor, Tenth and
                              King Streets, in the City of Wilmington, State of
                              Delaware

<PAGE>
                                                                               2

AND:                          IPG HOLDING COMPANY OF NOVA SCOTIA, a corporation
                              constituted in accordance with the laws of Nova
                              Scotia, having its principal place of business at
                              110 Montee de Liesse, in the City of St. Laurent,
                              Province of Quebec,

                              (as Guarantors)

                              PARTIES OF THE THIRD PART

AND:                          THE TORONTO-DOMINION BANK, a banking corporation
                              organized under the laws of Canada, having an
                              office at 66 Wellington Street West, 38th Floor,
                              Toronto, Ontario, M5K 1A2, acting as Canadian
                              administration agent, Canadian Collateral Agent,
                              Lender, Swing Line Lender and Issuing Lender
                              (hereinafter called "TD")

                              PARTY OF THE FOURTH PART

AND:                          TORONTO DOMINION (TEXAS), INC., a banking
                              corporation organized under the laws of Delaware,
                              having an office at 909 Fannin Street, Suite 1700,
                              in the City of Houston, State of Texas, 77010,
                              acting as US administration agent (hereinafter
                              called "TD TEXAS")

                              PARTY OF THE FIFTH PART

AND:                          COMERICA BANK, a banking corporation organized
                              under the laws of Michigan, having an office at
                              500 Woodward Avenue, 23rd Floor, in the City of
                              Detroit, Michigan, acting as Lender and
                              Co-Arranger (hereinafter called "COMERICA")

                              PARTY OF THE SIXTH PART

AND:                          NATIONAL BANK OF CANADA, a banking corporation
                              organized under the laws of Canada, having an
                              office at 1155 Metcalfe Street, 5th Floor in the
                              City of Montreal, Quebec, H3B 4S9, acting as
                              Lender, Co-Arranger and Documentation Agent
                              (hereinafter called "NBC")

                              PARTY OF THE SEVENTH PART

<PAGE>
                                                                               3


         WHEREAS the Borrowers wish to borrow certain amounts from the Lenders
and the Lenders have agreed to lend such amounts to the Borrowers, subject to
and in accordance with the provisions hereof;

         NOW THEREFORE, THE PARTIES HERETO HAVE AGREED AS FOLLOWS:

1        INTERPRETATION

         1.1  DEFINITIONS

         In addition to the definitions contained in Schedule D, the following
         words and expressions, when used in this Agreement, in the Schedules
         hereto or in any deed or agreement supplementary hereto, unless the
         contrary is stipulated, have the following meaning:

               1.1.1 "ACQUISITION" means the acquisition (whether by way of
               purchase, exchange, Investment or otherwise) of (i) a majority of
               the issued and outstanding capital stock or other ownership
               interests of a Person (other than a member of the Restricted
               Group) granting a right to vote in all circumstances, or (ii)
               assets of a Person (other than a member of the Restricted Group)
               comprising substantially all of the assets of such Person or of
               an independent business unit (for example, a division) operated
               by such Person;

               1.1.2 "ADJUSTED CONSOLIDATED" shall have the same meaning as
               "Consolidated" except that the Unrestricted Subsidiaries are
               accounted for on a cost basis rather than on a Consolidated
               basis;

               1.1.3 "ADVANCE" means any advance by any Lender under this
               Agreement, including direct Advances by way of Prime Rate
               Advances, US Base Rate Advances, US Prime Rate Advances and Libor
               Advances and, for Facility A only, direct Advances by way of
               Swing Line Advances and indirect Advances by way of BA Advances
               and Letters of Credit, and any renewal or conversion of an
               Advance;

               1.1.4 "AFFILIATE" means any Person (other than a Restricted
               Subsidiary) (i) which directly or indirectly through one or more
               intermediaries controls, or is controlled by, or is under common
               control with, IPG, (ii) which beneficially owns or holds 5% or
               more of the Voting Stock of IPG or (iii) 5% or more of the Voting
               Stock (or in the case of a Person which is not a corporation, 5%
               or more of the equity interest) of which is beneficially owned or
               held by IPG or a Subsidiary. The term "control" means the
               possession, directly or indirectly, of the power to direct or
               cause the direction of the management and policies of a Person,
               whether through the ownership of Voting Stock, by contract or
               otherwise;

               1.1.5 "AGENT" means either the Canadian Agent, the US Agent or
               (unless the context requires otherwise) both, as the case may be,
               determined by reference to the provisions of Section 18.19;

<PAGE>
                                                                               4

               1.1.6 "AGREEMENT", "CREDIT AGREEMENT", "THESE PRESENTS",
               "HEREIN", "HEREBY", "HEREUNDER" and other similar expressions
               refer collectively to this Credit Agreement and the Schedules
               hereto;

               1.1.7 "ARRANGERS" means TD, Comerica and NBC;

               1.1.8 "ASSIGNMENT" means an assignment of all or a portion of a
               Lender's rights, benefits and obligations under this Agreement in
               respect of any Facilities in accordance with Sections 17.2 and
               17.3, and "ASSIGNEE" has the meaning ascribed to it in subsection
               17.2.1;

               1.1.9 "AVAILABLE CASH" means, as of any date of determination,
               cash and Cash Equivalents which are freely available to the
               Restricted Group on such date, in that there are no restrictions
               of any nature whatsoever on the Restricted Group's access thereto
               including any restrictions or potential delays arising out of any
               (i) agreement, (ii) incorporating, constituting or charter
               documents, (iii) foreign exchange or currency controls, (iv) Law,
               (v) Charge, or (vi) otherwise. For purposes of the computation of
               Total Debt, Available Cash shall not include cash and Cash
               Equivalents held in Drumheath;

               1.1.10 "BANKERS' ACCEPTANCE" means a non-interest bearing draft
               or bill of exchange in Canadian Dollars drawn and endorsed by a
               Canadian Borrower and accepted by a Lender in accordance with the
               provisions of Article 6, and includes a Discount Note where the
               context permits. Subject to the Lenders electing to use a
               clearing house as contemplated by the Depository Bills and Notes
               Act (S.C. 1998 c. 13) (the "Act"), "Bankers' Acceptance" shall
               also include a depository bill (as defined in the Act) in
               Canadian Dollars signed by a Canadian Borrower and accepted by a
               Canadian Lender. Drafts or bills of exchange that become
               depository bills may nevertheless be referred to herein as
               "drafts";

               1.1.11 "BA ADVANCE" means at any time the part of the Advances
               which a Canadian Borrower has chosen to borrow by Bankers'
               Acceptances, calculated based on the face amount of such Bankers'
               Acceptances;

               1.1.12 "BA PROCEEDS" means, (i) for any Bankers' Acceptance
               issued hereunder (other than Discount Notes), an amount
               calculated on the applicable Acceptance Date (as defined in
               subsection 6.1.1) by multiplying: a) the face amount of the
               Bankers' Acceptance by b) the following fraction:

                                        1
               --------------------------------------------------------------
               (1+ (Bankers' Acceptance Discount Rate x Designated Period (in
               days) (365))

               , with such fraction being rounded up or down to the fifth
               decimal place and .00005 being rounded up; and (ii) for any
               Discount Notes issued hereunder, the face amount of such Discount
               Notes, less a discount established in the same manner as provided


<PAGE>
                                                                               5


               in (i) above (with references to "Bankers' Acceptances" being
               replaced by references to "Discount Notes");

               1.1.13 "BA SCHEDULE I REFERENCE LENDER" means TD or such other
               Lender which is a Schedule I bank under the Bank Act (Canada)
               appointed by the Canadian Agent with the consent of the Facility
               A Borrowers in replacement of said Lender;

               1.1.14 "BA SCHEDULE II REFERENCE LENDER" means a Lender which is
               a Schedule II bank under the Bank Act (Canada) appointed by the
               Canadian Agent with the consent of the Facility A Borrowers;

               1.1.15 "BANKERS' ACCEPTANCE DISCOUNT RATE" means (i) in respect
               of Bankers' Acceptances to be purchased by the Canadian Lenders
               which are Schedule I banks under the Bank Act (Canada), the
               average rate for Canadian Dollar bankers' acceptances having
               Designated Periods of 1, 2, 3 or 6 months quoted on Reuters
               Service, page CDOR "Canadian Interbank Bid BA Rates" (the "CDOR
               RATE"), having an identical Designated Period to that of the
               Bankers' Acceptance to be issued on such day, and (ii) in respect
               of Bankers' Acceptances to be purchased by the Canadian Lenders
               which are Schedule II and Schedule III banks under the Bank Act
               (Canada) and in respect of Canadian Lenders lending by way of
               Discount Notes, the rate for Canadian Dollar bankers' acceptances
               quoted by the BA Schedule II Reference Lender, provided that such
               rate may not exceed the rate determined under clause (i) by more
               than 10 basis points (.10%) (in each of cases (i) and (ii), the
               "DISCOUNT RATES"). In all cases, the Discount Rates shall be
               quoted at approximately 10:00 a.m. (Toronto time) on the
               Acceptance Date calculated on the basis of a year of 365 days.

               In the absence of any such quote, the Bankers' Acceptance
               Discount Rate which would have been determined in accordance with
               clause (i) or clause (ii) above, respectively, shall be equal to
               the rate determined from time to time by the Agent as being the
               discount rate for bankers' acceptances of

                    (A) in the case of clause (i), the BA Schedule I Reference
                    Lender; and

                    (B) in the case of clause (ii), the BA Schedule I Reference
                    Lender plus 10 basis points (.10%),

               calculated on the basis of a year of 365 days, established in
               accordance with their normal practices at 10:00 a.m. on the
               Acceptance Date, for bankers' acceptances accepted by the BA
               Schedule I Reference Lender in amounts equal to the amount of the
               BA Advances to be made that day by the BA Schedule I Reference
               Lender, having an identical Designated Period to that of the
               proposed Bankers' Acceptances to be issued on such day, provided
               that the Bankers' Acceptance Discount Rate replacing the rate
               which would have been determined under clause (ii) above shall
               not exceed the Bankers' Acceptance Discount Rate which would have
               been determined in accordance with clause (i) above by more than
               10 basis points (.10%);


<PAGE>
                                                                               6


               1.1.16 "BORROWERS" means collectively the Facility A Borrowers
               and the Facility B/C Borrower, and "Borrower" means any or each
               of them, as the context may require. "Canadian Borrowers" means
               those Facility A Borrowers whose names appear from time to time
               in Section 1 of Schedule "K" and "U.S. Borrowers" means all
               Borrowers other than Canadian Borrowers;

               1.1.17 "BORROWING BASE" means the aggregate, without duplication,
               of;

                    1.1.17.1 80% of the Eligible Trade Receivables; and

                    1.1.17.2 50% of the Eligible Inventory; and

                    1.1.17.3 33% of the Eligible Raw Materials, but in any event
                    not exceeding US$10,000,000;

               based on the most recent inventory, accounts receivable and raw
               materials listing provided to the Agent in accordance with
               subsection 13.16.3(d). Notwithstanding the foregoing, (a)
               accounts receivable and inventory which would otherwise be
               considered Eligible Trade Receivables, Eligible Raw Materials and
               Eligible Inventory shall only be included if such accounts
               receivable, raw materials and inventory are subject to valid and
               enforceable Charges in favour of the Canadian Collateral Agent or
               the US Collateral Agent, of the nature and priority contemplated
               by the Inter-Creditor Agreement and the Security Documents under
               Facility A (but subject to the provisions of Section 10.3 hereof
               with regard to any Release Period); (b) there shall be deducted
               from the Borrowing Base amounts, whether or not due, which are
               secured by Charges, whether or not Permitted Charges, on the
               assets of the Restricted Group ranking prior to the Security
               under Facility A, such as deductions at source and other fiscal
               debts, as well as the aggregate liability of the Restricted Group
               referred to in Section 12.15 in respect of which a Charge has
               actually arisen; and (c) the amount of Eligible Inventory plus
               Eligible Raw Materials shall not exceed 40 % of the total
               Borrowing Base;

               1.1.18 "BRANCH" means the office of the Agent located at, for the
               US Agent, 909 Fannin, Suite 1700, Houston, Texas, 77010, and, for
               the Canadian Agent, at 500 St.Jacques, Montreal, Quebec, H2Y 1S1,
               or any other offices designated by the applicable Agent from time
               to time by written notice to the Borrowers;

               1.1.19 "BUSINESS DAY" means any day, except Saturdays, Sundays
               and other days which in New York, New York, London (England),
               Toronto, Ontario or Montreal, Quebec, are holidays or a day upon
               which banks in any such location are generally not open for
               business;

               1.1.20 "CANADIAN AGENT" means TD, in its capacity as Canadian
               administration agent for all of the Lenders, or any successor
               thereof;


<PAGE>
                                                                               7


               1.1.21 "CANADIAN COLLATERAL AGENT" means TD or any replacement
               thereof agreed upon by the Lenders;

               1.1.22 "CANADIAN COLLATERAL TRUSTEE" means Computershare Trust
               Company of Canada or its successor duly appointed in accordance
               with the provisions of the Inter-Creditor Agreement;

               1.1.23 "CANADIAN DOLLAR ADVANCES" means at any time, all Advances
               made in Cdn. Dollars, and includes all the BA Advances made, and
               all Letters of Credit issued, in Cdn. Dollars;

               1.1.24 "CANADIAN ENVIRONMENTAL INDEMNIFICATION AGREEMENT" has the
               meaning ascribed thereto in subsection 11.1.22 of this Agreement;

               1.1.25 "CANCO" means IPG Holding Company of Nova Scotia and its
               successors;

               1.1.26 "CAPITALIZED LEASE" means any lease (i) the obligation for
               Rentals with respect to which is required to be capitalized on a
               consolidated balance sheet of IPG and its Subsidiaries in
               accordance with GAAP or (ii) for which the amount of the asset
               and liability thereunder if so capitalized is required to be
               disclosed in a note to such balance sheet in accordance with
               GAAP;

               1.1.27 "CAPITALIZED RENTALS" of any Person means, as of the date
               of any determination thereof, the amount at which the aggregate
               Rentals due and to become due under all Capitalized Leases under
               which such Person is then a lessee would be reflected as a
               liability on a consolidated balance sheet of such Person as of
               such date in accordance with GAAP;

               1.1.28 "CASH EQUIVALENTS" means, as of the date of any
               determination thereof, Investments of the type described in the
               second, third and fourth subsections of the definition of the
               term "Permitted Investments" as well as all sums held in bank
               accounts;

               1.1.29 "CDN. DOLLARS", "CANADIAN DOLLARS" or "CDN. $" means the
               lawful currency of Canada;

               1.1.30 "CHARGE" means any right to any property, or the income or
               benefits flowing therefrom, which secures an obligation due to a
               Person or a claim of such Person, whether such right is based on
               the common law, statute or contract, and includes any security
               interest, hypothec, pledge, pawn, mortgage, prior claim, lien,
               charge, assignment for security purposes, cession, encumbrance,
               Capitalized Lease, conditional sale or trust receipt or a lease
               in which such Person is lessor, or a consignment or bailment for
               security purposes. The term "Charge" shall include reservations,
               exceptions, encroachments, easements, rights-of-way, covenants,
               conditions, restrictions, leases and other title exceptions and
               encumbrances (including, with respect to stock, stockholder
               agreements, voting trust agreements, buy-back agreements and all
               similar arrangements) affecting property. For the


<PAGE>
                                                                               8


               purposes of this Agreement, each of the members of the Restricted
               Group shall be deemed to be the owner of any property which it
               has acquired or holds subject to a conditional sale agreement,
               Capitalized Lease or other arrangement pursuant to which title to
               the property has been retained by or vested in some other Person
               for security purposes, and such retention or vesting shall
               constitute a Charge;

               1.1.31 "CLOSING DATE" means December 20, 2001;

               1.1.32 "CODE" means the Internal Revenue Code of 1986, as
               amended, and any successor statute thereto, together with the
               regulations thereunder, in each case as in effect from time to
               time;

               1.1.33 "COLLATERAL TRUST INDENTURE" means the Collateral Trust
               Indenture to be dated the Closing Date, among the Lenders, the
               holders of the Notes, certain members of the Restricted Group,
               the US Collateral Trustee and the US Collateral Agent, as the
               same may be amended, supplemented or otherwise modified from time
               to time in accordance with the provisions thereof;

               1.1.34 "COMMITMENT" means the portion of the Credit for which
               each Lender is responsible, as set out in Schedule "A" hereof;

               1.1.35 "CONSOLIDATED" means produced by aggregating the relevant
               financial statements or accounts of the Subsidiaries (or other
               Persons which, in accordance with GAAP, are to be included in
               such computation) of a Person on a line-by-line basis (i.e.:
               adding together corresponding items of assets, liabilities,
               revenues and expenses) with the relevant financial statements or
               accounts of such Person, eliminating inter-company balances and
               transactions and providing for any Minority Interests, all as
               determined in accordance with GAAP; for greater certainty, all of
               the financial covenants contained in Section 13.11 and the other
               financial calculations required to be made on a Consolidated
               basis hereunder are calculated solely by reference to the
               Restricted Group, excluding any items attributable to
               Unrestricted Subsidiaries;

               1.1.36 "CONSOLIDATED ASSETS" means, as of the date of any
               determination thereof, the Consolidated total assets of the
               Restricted Group determined as of such date in accordance with
               GAAP (excluding, in any event, assets or equity attributable to
               Unrestricted Subsidiaries);

               1.1.37 "CONSOLIDATED CURRENT LIABILITIES" means as of the date of
               any determination thereof, such liabilities of the Restricted
               Group on a Consolidated basis as shall be determined in
               accordance with GAAP to constitute current liabilities as of such
               date (excluding, in any event, liabilities attributable to
               Unrestricted Subsidiaries);

               1.1.38 "CONSOLIDATED NET INCOME" for any period means the gross
               revenues of the Restricted Group for such period less all
               expenses and other proper charges (including taxes on income) for
               such period, determined on a Consolidated basis and otherwise in
               accordance with GAAP after eliminating earnings or losses
               attributable to outstanding Minority Interests, but excluding in
               any event:


<PAGE>
                                                                               9


                    1.1.38.1 any gains or losses (i) on the sale or other
                    disposition of Investments or fixed or capital assets, and
                    any taxes on such excluded gains and any tax deductions or
                    credits on account of any such excluded losses or (ii)
                    attributable to any non-recurring or extraordinary items
                    including, without limitation, any discontinuance of
                    operations;

                    1.1.38.2 the proceeds of any life insurance policy;

                    1.1.38.3 net earnings and losses of any Restricted
                    Subsidiary accrued prior to the date it became a Restricted
                    Subsidiary;

                    1.1.38.4 net earnings and losses of any Person (other than a
                    Restricted Subsidiary), substantially all the assets of
                    which have been acquired in any manner by any member of the
                    Restricted Group, realized by such Person prior to the date
                    of such acquisition;

                    1.1.38.5 net earnings and losses of any Person (other than a
                    Restricted Subsidiary) with which any member of the
                    Restricted Group shall have consolidated or which shall have
                    merged into or with any member of the Restricted Group prior
                    to the date of such consolidation or merger;

                    1.1.38.6 net earnings of any Person (other than a Restricted
                    Subsidiary) in which any member of the Restricted Group has
                    an ownership interest unless such net earnings shall have
                    actually been received by any member of the Restricted Group
                    in the form of cash distributions;

                    1.1.38.7 any portion of the net earnings of any Restricted
                    Subsidiary which for any reason is unavailable for payment
                    of dividends or interest to any member of the Restricted
                    Group;

                    1.1.38.8 earnings resulting from any reappraisal,
                    revaluation or write-up of assets;

                    1.1.38.9 any deferred or other credit representing any
                    excess of the equity in any Subsidiary at the date of
                    acquisition thereof over the amount invested in such
                    Subsidiary;

                    1.1.38.10 any gain arising from the acquisition of any
                    Securities of any member of the Restricted Group; and

                    1.1.38.11 any reversal of any contingency reserve, except to
                    the extent that provision for such contingency reserve shall
                    have been


<PAGE>
                                                                              10


               made from income or revenues included in the definition of
               Consolidated Net Income for such period;

               1.1.39 "CONSOLIDATED NET WORTH" means, as of the date of any
               determination thereof, the Consolidated total shareholders'
               equity of the Restricted Group as of such date, determined on a
               Consolidated basis, but in any event excluding any amount of such
               shareholders' equity allocable or attributable to (i) Minority
               Interests and (ii) all Investments (other than Permitted
               Investments) by any member of the Restricted Group;

               1.1.40 "CONSOLIDATED TOTAL CAPITALIZATION" means, as of the date
               of any determination thereof, the sum of (i) the amount of Total
               Debt as of such date, plus (ii) the Consolidated Net Worth as of
               such date;

               1.1.41 "CONVERSION DATE" means, as of any date of determination,
               the later of (i) the 364th day following the Closing Date or (ii)
               the last day of the most recent Renewal Period (if any);

               1.1.42 "CREDIT" has the meaning ascribed thereto in Section 2.1
               hereof;

               1.1.43 "DEBT" of any Person means, as of the date of any
               determination thereof (without duplication):

                    1.1.43.1 all Indebtedness for borrowed money or evidenced by
                    notes, bonds, debentures or similar evidences of
                    Indebtedness of such Person;

                    1.1.43.2 the Negative Value of Derivative Instruments of
                    such Person;

                    1.1.43.3 obligations secured by any Charge upon property
                    owned by such Person or created or arising under any
                    conditional sale or other title retention agreement with
                    respect to property acquired by such Person, notwithstanding
                    the fact that the rights and remedies of the seller, lender
                    or lessor under any such arrangement in the event of default
                    are limited to repossession or sale of property, including
                    obligations secured by Charges arising from the sale or
                    transfer of notes or accounts receivable, but, in all
                    events, excluding trade payables and accrued expenses
                    constituting Consolidated Current Liabilities;

                    1.1.43.4 Capitalized Rentals of such Person;

                    1.1.43.5 reimbursement obligations in respect of credit
                    enhancement instruments of such Person including letters of
                    credit; and


<PAGE>
                                                                              11


                    1.1.43.6 (without duplication of any of the foregoing)
                    Guarantees of such Person of obligations of others of the
                    character referred to hereinabove in this definition;

               1.1.44 "DEFAULT" means an event or circumstances, the occurrence
               or existence of which would, with the giving of a notice, lapse
               of time or combination thereof, constitute an Event of Default
               unless remedied within the prescribed period of time or waived in
               writing by the Agent, as authorized by the Lenders in accordance
               with the provisions hereof;

               1.1.45 "DERIVATIVE INSTRUMENT" means an agreement entered into
               from time to time by the Facility B/C Borrower in order to
               control, fix or regulate currency exchange fluctuations, or the
               rate of interest payable, on borrowings under Facility B and/or
               Facility C;

               1.1.46 "DERIVATIVE OBLIGATIONS" means obligations of a Borrower
               to one or more Lenders under Derivative Instruments;

               1.1.47 "DESIGNATED PERIOD" means, with respect to a Libor Advance
               or BA Advance, a period designated by a Borrower in accordance
               with Section 4.2 or 6.1 or 6.4;

               1.1.48 "DISCOUNT NOTE" means a non-interest bearing promissory
               note denominated in Canadian Dollars issued by a Canadian
               Borrower to a Canadian Lender or a participant which is not a
               bank or which does not stamp Bankers' Acceptances, such note to
               be in the form normally used by such Canadian Lender or
               participant;

               1.1.49 "DRUMHEATH" means Drumheath Indemnity Ltd. and its
               successors;

               1.1.50 "EBITDA" means, for any fiscal period, (i) the
               Consolidated Net Income of the Restricted Group for such period
               plus (ii) to the extent included in the calculation of such
               Consolidated Net Income, the Interest Expense, taxes,
               depreciation and amortization of the Restricted Group for such
               period, each calculated on a Consolidated basis and otherwise in
               accordance with GAAP. Notwithstanding the foregoing, "EBITDA OF
               THE UNRESTRICTED SUBSIDIARIES" has the same meaning as EBITDA but
               shall be calculated in relation to the Unrestricted Subsidiaries
               only;

               1.1.51 "ELIGIBLE INVENTORY" means the finished goods inventory of
               the Restricted Group reasonably acceptable to the Lenders, valued
               at the lower of cost or fair market value in accordance with
               GAAP;

               1.1.52 "ELIGIBLE RAW MATERIALS" means the resin, paper,
               polyethylene and any other marketable raw material of the
               Restricted Group reasonably acceptable to the Lenders, valued at
               the lower of cost or fair market value in accordance with GAAP ;


<PAGE>
                                                                              12


               1.1.53 "ELIGIBLE TRADE RECEIVABLES" means, as of any date of
               determination, the net amount (i.e. net of set-off, deduction or
               reduction by any debtor of the Restricted Group who might also be
               a creditor thereof, net of sales and similar taxes, and, more
               generally, the net amount actually receivable by any member of
               the Restricted Group for its own account) of each of the
               Restricted Group's bona fide trade accounts receivables then
               outstanding ninety (90) days or less from the date of the related
               invoice or other evidence of billing, from each Person who is not
               an Affiliate of the Restricted Group, provided that such accounts
               receivable:

                    1.1.53.1 are considered by the Lenders, acting reasonably,
                    to be collectable by the Restricted Group in the ordinary
                    course of business;

                    1.1.53.2 are not owing by an account debtor who has failed
                    to pay 25% or more of the aggregate amount of its accounts
                    owing to the Restricted Group within 90 days after the date
                    of the respective invoices or other writing evidencing such
                    accounts;

                    1.1.53.3 arise either from the sale or lease of goods which,
                    on or prior to such date, have been shipped or delivered to
                    the account debtor under such account, or arise from
                    services which have been performed on or prior to such date;

                    1.1.53.4 are evidenced by an invoice, dated not later than
                    the date of shipment, delivery or performance, rendered to
                    such account debtor or some other evidence of billing
                    reasonably acceptable to the Agent;

                    1.1.53.5 are not evidenced by any note, trade acceptance,
                    draft or other negotiable instrument or by any chattel
                    paper, unless such note or other document or instrument
                    previously has been endorsed and delivered by the relevant
                    member of the Restricted Group to the Canadian Collateral
                    Agent or the US Collateral Agent, as the case may be;

                    1.1.53.6 are not owing by an account debtor which (i) does
                    not maintain its chief executive office in the United States
                    of America or Canada, (ii) is not organized under the laws
                    of the United States or Canada, or (iii) is the government
                    of any foreign country or sovereign state (other than the
                    United States or Canada), or of any state, province,
                    municipality or other instrumentality thereof;

                    1.1.53.7 are not accounts owing by the United States of
                    America or Canada or any state, province or political
                    subdivision thereof, or by any department, agency, public
                    body corporate or other instrumentality of any of the
                    foregoing, unless all necessary steps are


<PAGE>
                                                                              13


                    taken to comply with the Federal Assignment of Claims Act of
                    1940, as amended, or with any comparable Law, if applicable,
                    and all other necessary steps are taken to perfect the US
                    Collateral Agent's or the Canadian Collateral Agent's (as
                    applicable) security interest in such account; and

                    1.1.53.8 are not owing by an account debtor for which the
                    Restricted Group has received a notice of (i) the death of
                    the account debtor, (ii) the dissolution, liquidation,
                    termination of existence, insolvency or business failure of
                    the account debtor, (iii) the appointment of a receiver for
                    any part of the property of the account debtor, or (iv) an
                    assignment for the benefit of creditors, the filing of a
                    petition in bankruptcy, or the commencement of any
                    proceeding under any bankruptcy or insolvency Laws by or
                    against the account debtor;

               Eligible Trade Receivables shall also include accounts receivable
               guaranteed by the trustee in bankruptcy of Owens Corning,
               accounts receivable owing by account debtors located outside the
               United States and Canada, and accounts receivable outstanding
               more than 90 days from the date specified in paragraph 4 above,
               each to the extent that (i) a letter of credit or letter of
               guaranty has been issued in favour of the relevant member(s) of
               the Restricted Group in relation thereto, (ii) such letter of
               credit or letter of guaranty is acceptable to the Lenders acting
               reasonably, and (iii) no dispute has arisen with regard to such
               letter of credit or letter of guaranty;

               1.1.54 "ENVIRONMENTAL LAWS" means all applicable United States,
               Mexican and Canadian, federal, state, provincial or local, and
               other foreign, statutes and codes or regulations, rules or
               ordinances issued, promulgated or approved thereunder, as well as
               all other Laws and common laws under which environmental
               liabilities can arise, now or hereafter in effect (including
               those with respect to asbestos or asbestos-containing material or
               exposure to asbestos or asbestos-containing material), relating
               to pollution or protection of the environment and public health
               and relating to (a) emissions, discharges, releases or threatened
               releases of pollutants, contaminants, chemicals or industrial
               toxic or hazardous constituents, substances or wastes (including
               without limitation, any Hazardous Substance into the environment
               (including without limitation, ambient air, surface water, ground
               water, land surface or subsurface strata), and (b) the
               manufacture, processing, distribution, use, generation,
               treatment, storage, disposal, transport or handling of any
               Hazardous Substance, petroleum, including crude oil or any
               fraction thereof, any petroleum product or other waste, and
               chemicals or substances regulated by any such statute, codes,
               regulations, rules or ordinances, and (c) underground storage
               tanks and related piping, and emissions, discharges and releases
               or threatened releases therefrom, such statute, codes,
               regulations, rules or ordinances to include the applicable
               provisions of (i) the Clean Air Act (42 U.S.C.ss.7401 et seq.),
               (ii) the Clean Water Act (33 U.S.C.ss.1251 et seq.), (iii) the
               Resource Conservation and Recovery Act of 1976 (42 U.S.C.ss. 6901
               et seq.), (iv) the Toxic


<PAGE>
                                                                              14


               Substances Control Act (15 U.S.C.ss.2601 et seq.), (v) the
               Comprehensive Environmental Response, Compensation and Liability
               Act, as amended by the Superfund Amendments and Reauthorization
               Act (42 U.S.C.ss. 9601 et seq.), (vi) the Environmental
               Protection Act (Canada), (vii) the Environmental Protection Act
               (Ontario), and (viii) the Environmental Quality Act (Quebec);

               1.1.55 "EQUITY INTERESTS" shall mean:

                         (a)  in the case of a corporation, capital stock;

                         (b)  in the case of an association or business entity,
                              any and all shares, interests, participations,
                              rights or other equivalents (however designated)
                              of capital stock;

                         (c)  in the case of a partnership or limited liability
                              company, partnership or membership interests
                              (whether general or limited);

                         (d)  any other interest or participation that confers
                              on a Person the right to receive a share of the
                              profits and losses of, or distributions of assets
                              of, the issuing Person; and

                         (e)  any rights, warrants or options, or other
                              Securities that are exercisable, exchangeable or
                              convertible for or into any of the foregoing.

               1.1.56 "EQUIVALENT AMOUNT", "EQUIVALENT AMOUNT" and similar
               expressions mean the amount obtained in converting one currency
               to another in accordance with the provisions of Article 16;

               1.1.57 "ERISA" means the Employee Retirement Income Security Act
               of 1974, as amended, and any successor statute thereto, together
               with the regulations thereunder, in each case as in effect from
               time to time;

               1.1.58 "ERISA AFFILIATE" means any trade or business (whether or
               not incorporated) that is, along with the Borrowers or IPG,
               treated as a single employer under Section 414(b) or 414(c),
               respectively, of the Code;

               1.1.59 "EVENT OF DEFAULT" means one or more of the events
               described in Section 15.1;

               1.1.60 "EXCESS CASH FLOW" means the Restricted Group's EBITDA on
               a Consolidated basis for any period, calculated as set out
               hereinbelow and at the times provided for in Section 9.2, plus
               the amount of any decrease and minus the amount of any increase
               in the Restricted Group's Consolidated working capital (non-cash
               items) for such period, less the sum of:


<PAGE>
                                                                              15


                    (a)  the amount of taxes paid in cash during the period in
                         question;

                    (b)  the amount of any interest or dividends paid on Debt or
                         preferred shares in cash (not accrued) during such
                         period;

                    (c)  the amount of any voluntary or scheduled principal
                         repayment during such period of Debt that is permitted
                         hereunder, including any voluntary or mandatory
                         permanent reductions thereof;

                    (d)  the amount of capital expenditures during such period
                         which either are not financed using Debt, or are
                         financed using Debt incurred hereunder or Debt from a
                         member of the Restricted Group to another member of the
                         Restricted Group, up to a maximum of US$15,000,000
                         during IPG's 2002 fiscal year and US$20,000,000 during
                         IPG's 2003 fiscal year (it being understood that if
                         Facility B is fully repaid and cancelled during or
                         prior to IPG's 2002 or 2003 fiscal year, then the
                         maximum amount set forth in this clause (d) with
                         respect to such fiscal year shall not apply); and

                    (e)  the amount of payments under Capitalized Leases during
                         such period;

               in each case by the Restricted Group on a Consolidated basis;
               provided, however, that no amount will be deducted pursuant to
               subsections b) to d) inclusive, to the extent that such amount
               has already been deducted from the Restricted Group's EBITDA for
               the relevant period, nor will (i) the amount of any Mandatory
               Repayment resulting from the application of subsection 9.2.2 with
               respect to the Excess Cash Flow for a prior fiscal period or (ii)
               any repayment of Debt, whether voluntary or as a Mandatory
               Repayment, resulting from sales of assets (other than sales of
               inventory in the ordinary course) be deducted in calculating
               Excess Cash Flow. Excess Cash Flow shall be determined for each
               applicable fiscal quarter or fiscal year of IPG as follows:

<PAGE>
                                                                              16

               -----------------------------------------------------------------
               FISCAL QUARTER/YEAR      BASIS
               -----------------------------------------------------------------

               Q1/2002                  Based on Excess Cash Flow ("ECF") during
                                        the quarter
               -----------------------------------------------------------------

               Q2/2002                  Based on the ECF during the first two
                                        quarters of fiscal year 2002 reduced by
                                        the ECF Mandatory Repayment made in
                                        accordance with the provisions of this
                                        Agreement and the Note Agreements with
                                        respect to the first quarter of fiscal
                                        year 2002 (the amount of any such
                                        reduction to be made under this
                                        subsection is hereinafter referred to as
                                        the "ADJUSTED AMOUNT")
               -----------------------------------------------------------------

               Q3/2002                  Based on the ECF during the first three
                                        quarters of fiscal year 2002 reduced by
                                        the ECF Mandatory Repayments made with
                                        respect to the first two quarters of
                                        fiscal year 2002
               -----------------------------------------------------------------

               Q4/2002                  Based on the ECF for fiscal year 2002
                                        reduced by the ECF Mandatory Repayments
                                        made with respect to the first three
                                        quarters of fiscal year 2002 and to be
                                        adjusted promptly following confirmation
                                        by IPG's auditors upon the release of
                                        the fiscal 2002 year-end financial
                                        statements
               -----------------------------------------------------------------

               Each fiscal quarter      On a trailing four quarter basis reduced
               during 2003              by the ECF Mandatory Repayments made
                                        with respect to the previous three
                                        quarters and to be adjusted (in the case
                                        of the four-quarter period comprising
                                        the fiscal year 2003) promptly following
                                        confirmation by IPG's auditors upon the
                                        release of the fiscal 2003 year-end
                                        financial statements
               -----------------------------------------------------------------

               Each fiscal year         On a trailing four quarter basis with
               commencing with the      the first payment due 120 days following
               fiscal year in which     the fiscal year end in which Facility B
               Facility B has been      was fully repaid and cancelled and each
               repaid and cancelled     subsequent payment due 120 days
                                        following the end of every subsequent
                                        fiscal year, in each case as confirmed
                                        by IPG's auditors upon the release of
                                        such fiscal year's year-end financial
                                        statements
               -----------------------------------------------------------------

               Any negative Adjusted Amounts shall be carried forward into the
               following quarter(s) and shall not be repaid to the Borrowers.
               Notwithstanding anything in this subsection to the contrary, the
               basis of calculation set forth in the above chart opposite the
               caption "Q1/2002", "Q2/2002", "Q3/2002", "Q4/2002" and "each
               fiscal quarter during 2003" shall apply only if Facility B has
               not been fully repaid and cancelled prior to the date on which
               the Mandatory Repayment with respect to the applicable fiscal
               quarter is due pursuant to the first paragraph of subsection
               9.2.2;


<PAGE>
                                                                              17


               1.1.61 "EXISTING CREDIT FACILITIES" means all existing committed
               and uncommitted bank credit facilities in favour of any of the
               Borrowers or the Restricted Subsidiaries, including those
               facilities accorded by TD, Comerica, The Bank of Nova Scotia and
               National Bank of Canada;

               1.1.62 "FACILITIES" means Facility A, Facility B and Facility C;

               1.1.63 "FACILITY A" means the portion of the Advances available
               pursuant to subsection 2.1.1;

               1.1.64 "FACILITY A BORROWERS" means, jointly and severally,
               Intertape Polymer Inc., IPC and each of the other Operating
               Restricted Subsidiaries listed as Facility A Borrowers in
               Schedule "K" hereto, provided that only Canadian Borrowers may
               borrow under Tranche A-1 and only U.S. Borrowers may borrow under
               Tranche A-2 (as defined in Section 2.2);

               1.1.65 "FACILITY B" means the portion of the Advances available
               pursuant to subsection 2.1.2;

               1.1.66 "FACILITY B/C BORROWER" means IPG Holdings LP;

               1.1.67 "FACILITY C" means the portion of the Advances available
               pursuant to subsection 2.1.3;

               1.1.68 "FEDERAL FUNDS EFFECTIVE RATE" means, for any period, a
               fluctuating interest rate per annum (calculated based on a
               360-day year) equal, for each day during such period, to the
               weighted average of the rates on overnight federal funds
               transactions with members of the Federal Reserve System arranged
               by Federal Funds brokers as published for such day (or, if such
               day is not a Business Day, for the immediately preceding Business
               Day) by the Federal Reserve Bank of New York or, for any day on
               which such rate is not so published for such day by the Federal
               Reserve Bank of New York, the average of the quotations for such
               day for such transactions received by the Agent from three
               Federal Funds brokers of recognized standing selected by the
               Agent;

               1.1.69 "FEES" means the fees payable to the Agents, the Lenders
               and the Arrangers in accordance with the provisions of Section
               5.14;

               1.1.70 "FIRST CURRENCY" has the meaning ascribed to it in Section
               16.1;

               1.1.71 "FIXED CHARGES" for any period means, on a Consolidated
               basis, the sum of (i) all Rentals (other than Rentals on
               Capitalized Leases) payable during such period by the Restricted
               Group, and (ii) all Interest Expense for such period on all
               Indebtedness (including, for this purpose, the interest component
               of Rentals on Capitalized Leases) of the Restricted Group;


<PAGE>
                                                                              18


               1.1.72 Intentionally deleted

               1.1.73 "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" or "GAAP" means
               the generally accepted accounting principles acknowledged by the
               Canadian Institute of Chartered Accountants and published in the
               Canadian Institute of Chartered Accountants' Handbook;

               1.1.74 "GUARANTEES" by any Person means all obligations (other
               than endorsements in the ordinary course of business of
               negotiable instruments for deposit or collection) of such Person
               guaranteeing, or in effect guaranteeing, any Indebtedness,
               dividend or other obligation of any other Person (the "PRIMARY
               OBLIGOR") in any manner, whether directly or indirectly,
               including all obligations incurred through an agreement,
               contingent or otherwise, by such Person: (a) to purchase such
               Indebtedness or other obligation or any property or assets
               constituting security therefor, (b) to advance or supply funds
               (i) for the purchase or payment of such Indebtedness or other
               obligation, or (ii) to maintain working capital or other balance
               sheet items, or otherwise to advance or make available funds, for
               the purchase or payment of such Indebtedness or other obligation,
               (c) to lease property or to purchase Securities or other property
               or services primarily for the purpose of assuring the owner of
               such Indebtedness or other obligation against loss in respect
               thereof, or (d) otherwise to assure the owner of the Indebtedness
               or other obligation of the Primary Obligor against loss in
               respect thereof. For the purposes of all computations made under
               this Agreement, a Guarantee in respect of any Indebtedness for
               borrowed money, and a Guarantee in respect of any dividend or
               other obligation, shall be deemed to be Indebtedness equal to the
               maximum aggregate amount of such Indebtedness, dividend or other
               obligation;

               1.1.75 "GUARANTORS" means IPG, LLC and any other Person who has
               guaranteed the obligations of a Borrower from time to time
               hereunder pursuant to the Security Documents. A list of the
               Guarantors under each of the Facilities as of the Closing Date is
               attached hereto as Schedule "L";

               1.1.76 "HAZARDOUS SUBSTANCES" shall have the meaning assigned to
               that term in the Comprehensive Environmental Response,
               Compensation and Liability Act of 1980, as amended by the
               Superfund Amendments and Reauthorization Acts of 1986 (42
               U.S.C.ss. 9601 et seq.) and shall include petroleum including
               crude oil or any fraction thereof, any petroleum product,
               asbestos, radon gas, urea formaldehyde foam insulation,
               polychlorinated biphenyls, radioactive and toxic substances,
               prohibited substances and hazardous waste under the Environmental
               Protection Act (Canada), a "contaminant" under the Environmental
               Protection Act (Ontario), and a "contaminant" and a "pollutant"
               under the Environmental Quality Act (Quebec) as well as similar
               terms for such substances (including "Dangerous Substances") used
               in any applicable provincial or federal Canadian Laws or any
               other waste, chemicals or substances regulated by any
               Environmental Law;


<PAGE>
                                                                              19


               1.1.77 "INACTIVE SUBSIDIARIES" means those Subsidiaries of IPG
               which are not Restricted Subsidiaries and which do not conduct
               any real operations or business, a list of which, at the Closing
               Date, is attached hereto as part of Schedule "D";

               1.1.78 "INDEBTEDNESS" of any Person means and includes all
               obligations of such Person which in accordance with GAAP shall be
               classified upon a balance sheet of such Person as liabilities of
               such Person, and in any event shall include all (a) obligations
               of such Person for borrowed money or which have been incurred in
               connection with the acquisition of property or assets, (b)
               obligations secured by any Charge upon property or assets owned
               by such Person, even though such Person has not assumed or become
               liable for the payment of such obligations, (c) obligations
               created or arising under any conditional sale or other title
               retention agreement with respect to property acquired by such
               Person, notwithstanding the fact that the rights and remedies of
               the seller, lender or lessor under such agreement in the event of
               default are limited to repossession or sale of property, (d)
               Capitalized Rentals and (e) Guarantees of any other Person's
               obligations of the character referred to in this definition;

               1.1.79 "INTER-CREDITOR AGREEMENT" means the Intercreditor
               Agreement, to be dated the Closing Date, among the Lenders, the
               holders of the Notes, the members of the Restricted Group, the
               Canadian Collateral Trustee, the US Collateral Trustee, the
               Canadian Collateral Agent and the US Collateral Agent, as the
               same may be amended, supplemented or otherwise modified from time
               to time in accordance with the provisions thereof;

               1.1.80 "INTEREST EXPENSE" of any Person for any period means all
               interest and all amortization of debt discount and expense for
               such period on each item of Indebtedness of such Person for which
               such calculations are being made. Computations of Interest
               Expense on a pro forma basis for Indebtedness having a variable
               interest rate shall be calculated at the rate in effect on the
               date of any determination;

               1.1.81 "INVESTMENTS" means all investments, including
               Acquisitions, in cash or by delivery of property, made directly
               or indirectly in any Person, whether by acquisition of shares of
               capital stock, Indebtedness or other obligations or Securities or
               by loan, advance, capital contribution or otherwise; provided,
               however, that "Investments" shall not mean or include routine
               investments in Operating Assets to be used or consumed in the
               ordinary course of business, or Available Cash;

               1.1.82 "IPC" means Intertape Polymer Corp. and its successors;

               1.1.83 "IPG" means Intertape Polymer Group Inc. and its
               successors;

               1.1.84 "ISSUING LENDER" means, for Letters of Credit to be issued
               in Canadian Dollars or US Dollars requested by a Canadian
               Borrower, TD and, for Letters of Credit to be issued in US
               Dollars requested by a US Borrower, Comerica;


<PAGE>
                                                                              20


               1.1.85 "LAWS" or "LAW" means all applicable provisions of all
               laws, ordinances, decrees, orders, rules, regulations and
               directives of governmental bodies, and all applicable provisions
               of treaties as well as all ordinances and other decrees of
               tribunals and arbitrators;

               1.1.86 "LENDER" or "LENDERS" means the Lenders listed in Schedule
               "A" together with any Assignee(s) or, as the context permits, any
               of them alone; "Canadian Lenders" means TD, NBC and Comerica Bank
               Canada Branch together with any Assignee(s), and "US Lenders"
               means the U.S. based branches of TD, NBC and Comerica together
               with any Assignee(s);

               1.1.87 "LETTER OF CREDIT" means a stand-by letter of credit or a
               letter of guarantee issued by the Agent in accordance with the
               provisions hereof;

               1.1.88 "LIBOR" means, with respect to any Designated Period of 1,
               2, 3 or 6 months relating to a Libor Advance, the average rate
               for deposits in US$ for a period comparable to the Designated
               Period which is quoted on Libor 01 Page of Reuters, or, in case
               of the unavailability of such page, which is quoted on the
               British Bankers Association Libor Rates Telerate (page 3750 or
               other applicable page), in either case at or about 11:00 a.m.,
               London, England time, determined two Business Days prior to a
               drawdown date or Rollover Date in accordance with Section 5.10;
               if neither of such quotes is available, then LIBOR shall be
               determined by the Agent as the average of the rates at which
               deposits in US$ for a period similar to the Designated Period and
               in amounts comparable to the amount of such Libor Advance are
               offered by the Libor Reference Lenders to prime banks in the
               London inter-bank market at or about 11:00 a.m. London, England
               time on the date of such determination;

               In any event, the rate determined by reference to the
               above-mentioned, Reuter's page, Telerate page or average
               inter-bank offered rate in accordance with the immediately
               preceding paragraph (the "QUOTED RATE") shall be adjusted for
               reserve requirements in accordance with the following formula to
               obtain the applicable LIBOR:

                                             Quoted Rate
                         LIBOR=    ------------------------------
                                     1.00 - Reserved Percentage

               where "RESERVE PERCENTAGE" means the rate (expressed as a
               decimal) applicable to the Agent during the relevant Designated
               Period under regulations, directives or guidelines issued from
               time to time by the Board of Governors of the Federal Reserve
               System (in the USA), by the Office of the Superintendent of
               Financial Institutions (in Canada) or by any other applicable
               regulatory agency, for determining the reserve requirement
               applicable to the Credit Facilities or to similar credit
               facilities of the Agent or any of the Lenders (including any
               basic, supplemental, emergency or marginal reserve requirement)
               with respect to "Eurocurrency liabilities", as that term is
               defined under such regulations or for the


<PAGE>
                                                                              21


               purposes of complying with such directives or guidelines, in each
               case depending on the situs of the Advances in question (for
               example, if the Advances are made in the USA, the applicable
               Reserve Percentage shall be that of the Board of Governors of the
               Federal Reserve System). All adjustments to the Quoted Rate shall
               occur and be effective as of the effective date of any change in
               the Reserve Percentage, and the Agent will use reasonable efforts
               to advise the Borrowers of any such change as soon as practicable
               (provided that the Agent shall not be liable if it fails to do
               so).

               1.1.89 "LIBOR ADVANCE" means, at any time, the part of the
               Advances in US$ with respect to which a Borrower has chosen to
               pay interest on the Libor Basis;

               1.1.90 "LIBOR BASIS" means the basis of calculation of interest
               on the Advances or any part thereof, as set forth in Sections
               5.7, 5.9 and 5.10;

               1.1.91 "LIBOR REFERENCE LENDERS" means TD and Comerica or such
               other Lenders appointed by the Agent with the consent of the
               Borrowers in replacement of said Lender(s);

               1.1.92 "LIKE ASSETS" means, as of the date of any determination
               thereof, fixed or capital assets, used or to be used by one or
               more members of the Restricted Group in the lines of business in
               which the Restricted Group is engaged as of the Closing Date or
               in a business reasonably related thereto;

               1.1.93 "LLC" means IPG Finance LLC and its successors;

               1.1.94 "LOAN" means, at any time, the aggregate of the Advances
               then outstanding in accordance with the provisions hereof,
               including the face amount of any Bankers' Acceptances and Letters
               of Credit issued in accordance with the provisions hereof,
               together with any other amount in principal, interest and
               accessory costs payable to the Agent or the Lenders by the
               Borrowers pursuant hereto;

               1.1.95 "MAJORITY LENDERS" means, if there are two or three
               Lenders, unanimity and, if there are four or more Lenders, at
               least three Lenders having an aggregate of at least 662/3% of the
               Commitments;

               1.1.96 "MANDATORY REPAYMENT" means the repayment of all or any
               part of the Loan and/or the Notes which the Borrowers are obliged
               to effect in accordance with Section 9.2 and/or the corresponding
               provisions of the Note Agreements;

               1.1.97 "MARGIN" means, with respect to Sections 4.3, 5.1, 5.5,
               5.7 and 5.14, and subject to the provisions of Section 10.3
               hereof, under:

                    1.1.97.1 Facility A, for the period during which it
                    constitutes Priority Debt, the margins, Stamping Fees and
                    Standby Fees set out in the following grid:


<PAGE>
                                                                              22
<TABLE>
<CAPTION>

               Ratio of Total      Standby Fee   Standby Fee  Prime plus;   Libor plus;
               Debt to EBITDA      (where        (where       US Base Rate  Letter of
                                   Facility A    Facility A   plus; US      Credit Fee;
                                   is drawn by   is not so    Prime Rate    Stamping Fee
                                   more than     drawn)       plus
                                   50%)
               --------------      ----------    ---------    -----------   -------------

               <S>                   <C>          <C>         <C>          <C>
               >4.50x                 .875%        1.225%      2.75%        3.50%
                                      -----        ------      -----        -----

               >4.00x                  .75%         1.05%      2.25%        3.00%
               <4.50x
               -                      -----        ------      -----        -----


               >3.50x                 .625%         .875%      1.75%        2.50%
               <4.00x
               -                      -----        ------      -----        -----

               >3.25x                  .50%          .70%      1.25%        2.00%
               <3.50x
               -                      -----        ------      -----        -----

               >3.00x                 .375%         .525%       .75%        1.50%
               <3.25x
               -                      -----        ------      -----        -----

               >2.50x                  .25%          .35%       .25%        1.00%
               <3.00x
               -                      -----        ------      -----        -----

               <2.50x                .1875%        .2625%         0%         .75%
               -                      -----        ------      -----        -----
</TABLE>
               As indicated, the foregoing grid shows the amount of the Standby
               Fee referred to in Section 5.14.1, the fees payable in respect of
               Letters of Credit in accordance with the provisions of Section
               4.3 and the Stamping Fee referred to in subsection 6.2.3. On the
               Conversion Date, each Margin other than the Standby Fee shall be
               automatically increased by .25% and the Standby Fee shall
               increase by, where Facility A is drawn by more than 50%, .0625%
               and, where such is not the case, by .0875%;

               1.1.97.2 each of Facility B and Facility C, and Facility A in
               respect of any period during which the latter does not constitute
               Priority Debt, the margins, Stamping Fees and Standby Fees set
               out in the following grid:


<PAGE>
                                                                              23

<TABLE>
<CAPTION>


               Ratio of Total      Standby Fee   Standby Fee  Prime plus;   Libor plus;
               Debt to EBITDA      (where such   (where such  US Base Rate  Letter of
                                   Facility      Facility     plus; US      Credit Fee;
                                   is drawn by   is not so    Prime Rate    Stamping
                                   more than     drawn)       plus          Fee
                                   50%)
               --------------      ----------    ---------    -----------   -------------

               <S>                   <C>          <C>         <C>          <C>
               >3.50x              0.9875%        1.3825%      3.20%        3.95%
                                   -------        -------      -----        -----

               >3.25x               .6875%         .9625%      2.00%        2.75%
               <3.50x
               -                   -------        -------      -----        -----

               >3.00x               .5625%         .7875%       1.5%        2.25%
               <3.25x
                                   -------        -------      -----        -----

               >2.50x               .4375%         .6125%       1.0%        1.75%
               <3.00x
               -                   -------        -------      -----        -----

               <2.50x                .375%          .525%        .75%        1.50%
               -                   -------        -------      -----        -----
</TABLE>

               1.1.97.3 during any Release Period (as defined in the first
               paragraph of Section 10.3), the Margin shall be agreed upon by
               the Borrowers, the Agent and the Lenders;

               1.1.97.4 each Margin under Facility B shall increase by .25% per
               month (and the Standby Fee applicable thereto shall increase by,
               where such Facility is drawn by more than 50%, .0625% and, where
               such is not the case, by .0875%) if at any time after April 30,
               2002 IPG shall have failed to enter into a "reasonable and bona
               fide" agreement authorizing a reputable American and/or Canadian
               dealer to market the issuance of equity securities or
               subordinated or mezzanine Debt, which Debt shall be on terms
               acceptable to the Lenders, in their absolute discretion, in a
               minimum amount equal to the outstanding amount of the Loan under
               Facility B, or to underwrite such securities on a firm commitment
               basis, in each case, on financial and other terms and conditions
               not materially less favourable to IPG then those generally
               available in the American or Canadian capital markets to issuers
               of securities in the packaging industry having a creditworthiness
               comparable to that of IPG.

               The Margin shall be adjusted quarterly based on the ratio of
               Total Debt as of the end of IPG's most recent fiscal quarter to
               EBITDA


<PAGE>
                                                                              24


               (for the four consecutive fiscal quarters including the fiscal
               quarter ending on the calculation date, taken as a single
               accounting period), such adjustment to be effective 60 days
               following the end of each fiscal quarter;

               1.1.98 "MATERIAL ADVERSE CHANGE" means the occurrence or the
               failure to occur of any event or series of events which, either
               singly or in the aggregate, would have a material adverse change
               in the business, assets, liabilities, financial position,
               operating results, business prospects or material agreements of
               the Restricted Group, or on the ability of the Borrowers, the
               Guarantors and IPG, taken as a whole, to perform their
               obligations under this Agreement or under the Security Documents;

               1.1.99 "MATERIAL DEBT" means, as of any date of determination,
               any Debt which then has or relates to, in the aggregate, an
               unpaid principal amount (or a corresponding unpaid liability) of
               more than US $5,000,000 or an equivalent amount of money in any
               other currency;

               1.1.100 "MINORITY INTERESTS" means any shares of stock or other
               ownership interests of any class of a Restricted Subsidiary
               (other than directors' qualifying shares or similar ownership
               interests as required by law) that are not owned by any member of
               the Restricted Group (each an "OWNERSHIP INTEREST"). Minority
               Interests shall be valued by valuing Ownership Interests
               constituting preferred stock (or if such Ownership Interest is
               not in a corporation, then any such Ownership Interest that has
               the characteristics of preferred stock; in either case, a
               "PREFERRED INTEREST") at the voluntary or involuntary liquidating
               value of such Ownership Interest, whichever is greater, and by
               valuing Ownership Interests constituting common stock (or if such
               Ownership Interest is not in a corporation, then any such
               Ownership Interest that has the characteristics of common stock;
               in either case, a "COMMON INTEREST") at the book value of capital
               and surplus applicable thereto adjusted, if necessary, to reflect
               any changes from the book value of such Common Interest required
               by the foregoing method of valuing Minority Interests in
               Preferred Interests;

               1.1.101 "MULTIEMPLOYER PLAN" shall have the same meaning as in
               section 3(37) of ERISA;

               1.1.102 "NEGATIVE VALUE OF DERIVATIVE INSTRUMENTS" means the
               aggregate amount that would be payable to all Persons by a
               Borrower (net of all amounts that would be payable by each such
               Person to such Borrower) on the date of determination pursuant to
               Section 6(e)(ii)(2)(A) of each ISDA Master Agreement between such
               Borrower and such Persons as if all Derivative Instruments under
               such ISDA Master Agreements were being terminated on that day;
               provided that, with respect to the Derivative Instruments between
               each Lender and a Borrower, the Agent will determine Market
               Quotation (as such term is defined in the ISDA Master Agreement)
               using its estimates at mid-market of the amounts that would be
               paid for Replacement Transactions (as such term is defined in the
               ISDA Master Agreement);


<PAGE>
                                                                              25


               1.1.103 "NET INCOME AVAILABLE FOR FIXED CHARGES" for any period
               means the sum of Consolidated Net Income during such period plus
               (to the extent deducted in determining Consolidated Net Income)
               (a) all provisions for any Federal, state, provincial or other
               income taxes made by the Restricted Group during such period, (b)
               Fixed Charges of the Restricted Group during such period, (c) all
               amortization expenses of the Restricted Group, and (d) all
               depreciation of the Restricted Group;

               1.1.104 "NET INCOME TAXES" means net income taxes, net profit
               taxes, franchise taxes (imposed in lieu of income taxes) and
               taxes on capital imposed on any Lender under the laws of a
               jurisdiction in which such Lender is organized or located;

               1.1.105 "NOTE AGREEMENTS" collectively means (i) the agreement
               entered into by the Facility B/C Borrower and IPG dated as of
               June 1, 1998, with respect to the issuance and sale of one series
               of senior notes in an aggregate principal amount of
               US$137,000,000 and (ii) the agreement entered into by the
               Facility B/C Borrower and IPG dated as of July 1, 1999, with
               respect to the issuance and sale of two series of senior notes in
               an aggregate principal amount of US$137,000,000, each as amended
               and restated on or around the Closing Date pursuant to Amended
               and Restated Note Agreements, and "NOTES" means the Notes issued
               thereunder, as so amended and restated, and in each case as such
               Amended and Restated Note Agreements and Notes may be amended,
               supplemented or otherwise modified from time to time after the
               Closing Date in accordance with the provisions hereof, thereof
               and of the Inter-Creditor Agreement;

               1.1.106 "NOTICE OF BORROWING" means a notice transmitted to the
               Agent by a Borrower in accordance with the provisions of Sections
               4.1, 4.2, 4.3 or 4.4 or of subsection 6.1.1;

               1.1.107 "OPERATING ASSETS" means the accounts receivable and
               inventory (including raw materials, work in process and finished
               goods) of each of the members of the Restricted Group, wherever
               situated, together with any proceeds (including insurance
               proceeds) thereof;

               1.1.108 "OPERATING RESTRICTED SUBSIDIARY" means the Restricted
               Subsidiaries so identified in Schedule "D";

               1.1.109 "PBGC" means the Pension Benefit Guaranty Corporation and
               any entity succeeding to any or all of its functions under
               section 4002 of ERISA;

               1.1.110 "PERMITTED CHARGES" means, with respect to any Person as
               of any date:

                    1.1.110.1 any Charge created by law that arises in the
                    ordinary course of business , which has not at such date
                    been registered in accordance with applicable Laws against
                    such Person, which relates to obligations which are not yet
                    due, which is not related to any loan of money or obtention
                    of credit and which, in combination with other

<PAGE>
                                                                              26


                    such Charges, does not affect in a material way the use, the
                    income or the benefits flowing from the property so charged
                    in the conduct of the business of such Person; any Charge
                    resulting from judgments or similar decisions which such
                    Person has, at such date, appealed or in respect of which it
                    has sought revision and obtained a suspension of execution
                    pending the appeal or the revision; any Charge for taxes,
                    assessments or governmental claims or other impositions not
                    yet due or matured or the validity of which is then being
                    contested in good faith by such Person before a competent
                    tribunal or other governmental body in accordance with the
                    provisions of Section 13.7; or any deposit of monies or
                    securities in the ordinary course of business with respect
                    to any Charge referred to in this paragraph, or to secure
                    workman's compensation, surety or appeal bonds or security
                    for costs of litigation;

                    1.1.110.2 any right of a municipality, governmental body or
                    other public authority pursuant to any lease, license,
                    franchise, grant or permit obtained by such Person, or any
                    right resulting from a legislative provision, to terminate
                    such lease, license, franchise, grant or permit, or
                    requiring an annual or periodic payment as a condition of
                    its extension;

                    1.1.110.3 any right granted by such Person to a public body,
                    or to a municipal or governmental authority or public
                    utility, or which may be imposed by one or the other, when
                    required by such body or authority with respect to the
                    operations of such Person or in the ordinary course of its
                    business;

                    1.1.110.4 rights granted in favour of municipal authorities
                    or public utilities on real property acquired from time to
                    time by such Person which do not materially adversely affect
                    the value or marketability of such Person's real property;

                    1.1.110.5 minor title defects, homologated lines, zoning and
                    building by-laws, ordinances, regulations and other
                    governmental restrictions on the use of property which
                    customarily exist on properties of Persons engaged in
                    similar activities and similarly situated and which do not,
                    in any event, materially impair their use in the operation
                    of the businesses carried on by such Person;

                    1.1.110.6 Charges securing Indebtedness of a Restricted
                    Subsidiary to IPG or to another Wholly-owned Restricted
                    Subsidiary, or Charges on shares of stock of, or other
                    ownership interests in, Unrestricted Subsidiaries so long as
                    same are subordinate in all respects to the Charges in
                    favour of the Lenders;


<PAGE>
                                                                              27


                    1.1.110.7 Charges incurred after the Closing Date to secure
                    the payment of the purchase price of fixed assets useful and
                    intended to be used in carrying on the business of any
                    member of the Restricted Group to the extent incurred in
                    connection with (and within twelve months of) the
                    acquisition of such fixed assets, including Charges existing
                    on such fixed assets at the time of acquisition thereof or
                    at the time of acquisition by any member of the Restricted
                    Group of any business entity then owning such fixed assets,
                    whether or not such existing Charges were given to secure
                    the payment of the purchase price of the fixed assets to
                    which they attach so long as they were not incurred,
                    extended or renewed in contemplation of such acquisition,
                    provided that (a) the Charges shall attach solely to the
                    fixed assets acquired or purchased, (b) at the time of
                    acquisition of such fixed assets, the aggregate amount
                    remaining unpaid on all Indebtedness secured by Charges on
                    such fixed assets whether or not assumed by any member of
                    the Restricted Group shall not exceed an amount equal to the
                    lesser of the total purchase price or fair market value at
                    the time of acquisition of such fixed assets (as determined
                    in good faith by the Board of Directors of IPG), and (c) all
                    such Indebtedness shall have been incurred within the other
                    applicable limitations of subsections 13.11.1 and 13.11.4
                    and Section 14.2;

                    1.1.110.8 security which is already encumbering assets
                    acquired by any member of the Restricted Group prior to the
                    date hereof and described in Schedule "I", provided that
                    such security secures Indebtedness which complies with the
                    other applicable limitations of subsections 13.11.1 and
                    13.11.4 and Section 14.2;

                    1.1.110.9 Charges incurred under the Security Documents;

                    1.1.110.10 Charges in favour of any lender under an
                    operating line which replaces Facility A at the expiry of
                    its Term, ranking pari passu with or subordinate to the
                    Charges described in Section 10.2; and further provided that
                    after giving effect to the incurrence of all Debt secured by
                    such Charges, all such Debt shall have been incurred within
                    the other applicable limitations of Section 13.11 and
                    Section 14.2; provided further, however, that IPG will not,
                    and will not permit any Restricted Subsidiary to, incur or
                    maintain any operating lines or short-term or revolving bank
                    facilities secured by Charges on any assets of any member of
                    the Restricted Group, except as permitted in clause 9 or 10
                    of this definition;

               1.1.111 "PERMITTED INVESTMENTS" means all:



<PAGE>
                                                                              28


                    1.1.111.1 Investments by any member of the Restricted Group
                    in any other member of the Restricted Group, including
                    Investments (a) directly out of the cash proceeds to IPG of
                    the concurrent sale of shares of capital stock of IPG or (b)
                    pursuant to a direct share exchange offer by IPG;

                    1.1.111.2 any Investment by any member of the Restricted
                    Group in commercial paper maturing in 270 days or less from
                    the date of acquisition thereof by such member of the
                    Restricted Group, and which is accorded as of such date a
                    rating of at least A-1 by Standard & Poor's Corporation
                    ("STANDARD & POOR'S") or at least P-1 by Moody's Investors
                    Service, Inc. ("MOODY'S") or their equivalent acceptable to
                    the Lenders;

                    1.1.111.3 Investments in (a) direct obligations of the
                    United States of America or any agency or instrumentality of
                    the United States of America, the payment or guarantee of
                    which constitutes a full faith and credit obligation of the
                    United States of America or (b) direct obligations of Canada
                    or any agency or instrumentality of Canada, the payment or
                    guarantee of which constitutes a full faith and credit
                    obligation of Canada, in either case, maturing in twelve
                    months or less from the date of acquisition thereof by any
                    member of the Restricted Group;

                    1.1.111.4 Investments in certificates of deposit maturing
                    within one year from the date of acquisition thereof by any
                    member of the Restricted Group, issued by a bank or trust
                    company organized under the laws of the United States of
                    America, any state thereof or Canada or any province
                    thereof, having capital, surplus and undivided profits
                    aggregating at least US $500,000,000 (or its equivalent in
                    Canadian currency) and whose long-term certificates of
                    deposit are, as of such date, rated A- or better by Standard
                    & Poor's or A3 or better by Moody's, or their equivalent
                    acceptable to the Lenders, or Investments in Eurodollar
                    certificates of deposit maturing within one year after the
                    date of acquisition thereof by any member of the Restricted
                    Group and issued by a bank in western Europe or England
                    having capital, surplus and undivided profits of at least US
                    $1,000,000,000 (or its equivalent in such country's local
                    currency); and

                    1.1.111.5 loans or advances to employees of IPG and its
                    Subsidiaries for the purchase of shares of stock of IPG by
                    such employees) in the usual and ordinary course of
                    business, and other loans and advances to officers,
                    directors and employees for expenses (including moving
                    expenses related to a transfer) incidental to carrying on
                    the business of any member of the Restricted Group,


<PAGE>
                                                                              29


                    provided that the aggregate outstanding amount of all such
                    loans or advances shall at no time exceed US $5,000,000;

               1.1.112 "PERSON" means a company, a corporation, an entity
               created pursuant to Law, a physical person, a joint venture, a
               partnership, a limited liability company, a trust, an entity
               without juridical personality, a government or any ministry,
               organization or intermediary of such government;

               1.1.113 "PLAN" means a "pension plan," as such term is defined in
               section 3(2) of ERISA and which is subject to Title IV of ERISA,
               established or maintained by IPG or the Borrowers or any ERISA
               Affiliate, or as to which IPG or the Borrowers or any ERISA
               Affiliate contributed or is a member or otherwise may have any
               liability;

               1.1.114 "PRIME RATE" means, on any day, the reference rate of
               interest, expressed as an annual rate, publicly announced or
               posted from time to time by TD as being its reference rate then
               in effect for determining interest rates on demand commercial
               loans granted in Canada in Canadian Dollars to clients of TD
               (whether or not any such loans are actually made), rounded up, if
               necessary, to the first whole multiple of 1/16th of 1%; provided
               that in the event that the Prime Rate is, on any day, less than
               the average one month Bankers' Acceptance rate quoted on Reuters
               Service, page CDOR, as at approximately 10:00 a.m. on such day
               plus 1% (the "BA RATE"), the "Prime Rate" for such day shall be
               equal to the BA Rate;

               1.1.115 "PRIME RATE ADVANCES" means, at any time, the part of the
               Canadian Dollar Advances with respect to which a Canadian
               Borrower has chosen, or, in accordance with the provisions
               hereof, is obliged, to pay interest on the Prime Rate Basis;

               1.1.116 "PRIME RATE BASIS" means the basis of calculation of
               interest on the Prime Rate Advances, or any part thereof, as set
               forth in Sections 5.1 and 5.2;

               1.1.117 "PRIORITY DEBT" has the meaning ascribed to it in
               subsection 14.2.1(c);

               1.1.118 "PRO RATA SHARING" means the obligation of the Lenders
               and the holders of Notes to share the proceeds of Mandatory
               Repayments, as provided in subsection 9.2.4;

               1.1.119 "QUALIFYING EU JURISDICTION" means any country (other
               than Greece) which as of the Closing Date is a member of the
               European Union;

               1.1.120 "RENTALS" means and includes, as of the date of any
               determination thereof, all fixed payments (including all such
               payments which the lessee is obligated to make to the lessor on
               termination of the lease or surrender of the property) payable by
               any member of the Restricted Group, as lessee or sublessee under
               a lease of real or personal property, but shall be exclusive of
               any amounts


<PAGE>
                                                                              30


               required to be paid by any member of the Restricted Group
               (whether or not designated as rents or additional rents) on
               account of maintenance, repairs, insurance, taxes and similar
               charges. Fixed rents under any so-called "percentage leases"
               shall be computed solely on the basis of the minimum rents, if
               any, required to be paid by the lessee or sublessee regardless of
               sales volume or gross revenues;

               1.1.121 "REPORTABLE EVENT" means an event described in Section
               4043(c) of ERISA with respect to a Plan other than those events
               as to which the 30-day notice period is waived under PBGC
               Regulation Section 4043;

               1.1.122 "RESPONSIBLE OFFICER" means any Senior Financial Officer
               and any other officer of a Borrower or IPG with responsibility
               for the administration of the relevant portion of this Agreement;

               1.1.123 "RESTRICTED GROUP" means, as of any date of determination
               thereof, IPG and the Restricted Subsidiaries;

               1.1.124 "RESTRICTED PAYMENTS" means:

                    1.1.124.1 the declaration or payment, directly or
                    indirectly, of any dividend either in cash or property, on
                    any shares of capital stock of any member of the Restricted
                    Group;

                    1.1.124.2 the purchase, redemption or retirement, directly
                    or indirectly, of any shares of capital stock or other
                    equity interests of any class, or of any warrants, rights or
                    options to purchase or acquire shares of capital stock or
                    other equity interests of any member of the Restricted
                    Group;

                    1.1.124.3 any payment or distribution, directly or
                    indirectly, by any member of the Restricted Group in respect
                    of its capital stock or other equity interests; and

                    1.1.124.4 the prepayment of any Debt (other than Debt
                    secured by Charges described in the subsection 7 of the
                    definition of "Permitted Charges"), save as provided herein;

               provided, however, that "Restricted Payments" shall not include
               any such dividend, purchase, redemption, retirement, payment,
               distribution or prepayment by any member of the Restricted Group
               to IPG or to a Wholly-owned Restricted Subsidiary;

               1.1.125 "RESTRICTED SUBSIDIARY" means, as of any date of
               determination, each of the Subsidiaries so described in Schedule
               "D" hereto which is then a Subsidiary and any other Subsidiary
               (a) which is then organized under the laws of the United States,
               Puerto Rico, Canada or any Qualifying EU Jurisdiction or any
               jurisdiction of


<PAGE>
                                                                              31


               any of the foregoing; (b) which then conducts substantially all
               of its business and has substantially all of its assets within
               the United States, Puerto Rico, Canada or any Qualifying EU
               Jurisdiction; (c) of which more than 80% (by number of votes) of
               the Voting Stock is then beneficially owned by IPG or any
               Wholly-owned Restricted Subsidiary (or any combination thereof),
               and (d) which has been designated by the board of directors of
               IPG as a Restricted Subsidiary on or prior to such date in
               accordance with Section 13.20;

               provided that such Subsidiary has provided enforceable Security
               to the extent contemplated by Article 10;

               1.1.126 "ROLLOVER DATE" means, with respect to a Libor Advance or
               a BA Advance, the date of any such Advance, or the first day of
               any Designated Period;

               1.1.127 "SECOND CURRENCY" has the meaning ascribed to it in
               Section 16.1;


               1.1.128 "SECURITIES" has the meaning attributed to such term in
               Section 2(1) of the Securities Act of 1933, as amended or
               replaced from time to time;

               1.1.129 "SECURITY" means the Guarantees and Charges created by
               the Security Documents;

               1.1.130 "SECURITY DOCUMENTS" means all of the documents described
               in Article 10, as same may be amended, supplemented or otherwise
               modified or replaced hereunder from time to time;

               1.1.131 "SELECTED AMOUNT" means:

                    1.1.131.1 with respect to a BA Advance, the amount of the
                    Canadian Dollar Advances which a Canadian Borrower has asked
                    to obtain by the issuance of Bankers' Acceptances in
                    accordance with Section 6.1, and

                    1.1.131.2 with respect to a Libor Advance, the amount of the
                    Advances in respect of which a Borrower has asked, in
                    accordance with Section 4.2, that the interest payable
                    thereon be calculated on the Libor Basis;

               1.1.132 "SENIOR FINANCIAL OFFICER" means the chief financial
               officer, principal accounting officer, treasurer or comptroller
               of IPG;

               1.1.133 "STAMPING FEE" means the fee indicated in the applicable
               row of the first or second subsection of the definition of the
               term "Margin", as the case may be;

               1.1.134 "SUBSIDIARY" means any Person in respect of which the
               majority of the issued and outstanding capital stock or other
               ownership interests granting a right to


<PAGE>
                                                                              32


               vote in all circumstances is at the relevant time owned by IPG or
               one or more of its direct or indirect Subsidiaries, or a
               combination of any such Persons, and includes a limited
               partnership, the general partner of which is IPG or one of its
               Subsidiaries;

               1.1.135 "SWING LINE ADVANCES" means (i) a Prime Rate Advance
               under Facility A by the Canadian Swing Line Lender to the
               Canadian Swing Line Borrower in an aggregate principal amount
               outstanding at any time not exceeding the Canadian Dollar
               equivalent amount of US$5,000,000, and (ii) a US Prime Rate
               Advance under Facility A by the American Swing Line Lender to the
               American Swing Line Borrower in an aggregate principal amount
               outstanding at any time not exceeding US$7,500,000. All Swing
               Line Advances in Canada are available only by way of Prime Rate
               Advances, and in the United States, only by way of US Prime Rate
               Advances, and may not be converted into any other form of
               borrowing;

               1.1.136 "SWING LINE BORROWERS" means IPI (the "CANADIAN SWING
               LINE BORROWER") for Advances in Cdn. Dollars, and IPC (the
               "AMERICAN SWING LINE BORROWER") for Advances in US Dollars;

               1.1.137 "SWING LINE LENDERS" means TD (the "CANADIAN SWING LINE
               LENDER") for Advances to a Canadian Borrower in either Cdn.
               Dollars or US Dollars, and Comerica (the "AMERICAN SWING LINE
               LENDER") for advances to a US Borrower in US Dollars, or both of
               them where the context so requires;

               1.1.138 "SWING LINE LOAN" means, at any time, the aggregate of
               the Swing Line Advances outstanding at any time in accordance
               with the provisions hereof, together with any other amount in
               interest and accessory costs payable to the Swing Line Lenders by
               the Swing Line Borrowers pursuant hereto;

               1.1.139 "TERM" means the period commencing on the Closing Date
               and terminating on:

                    1.1.139.1 with respect to Facility A, the second anniversary
                    of the Conversion Date;

                    1.1.139.2 with respect to Facility B, December 31, 2003; and

                    1.1.139.3 with respect to Facility C, the earlier of
                    December 31, 2005 or the date determined pursuant to Article
                    9;

               1.1.140 "TOTAL DEBT" means, as of any date of determination, the
               sum of (i) the aggregate principal amount of all Debt of the
               Restricted Group then outstanding other than Debt owing by a
               member of the Restricted Group to another member thereof (and for
               greater certainty, includes any Debt of an Unrestricted
               Subsidiary Guaranteed by any member of the Restricted Group) on a
               Consolidated basis, plus (ii) the greater of (a) the stated value
               of all preferred shares, or (b) the voluntary or involuntary
               liquidation value of all preferred shares, as issued by a member
               of the


<PAGE>
                                                                              33


               Restricted Group then outstanding (other than any such preferred
               shares held by another member of the Restricted Group), less
               (iii) the Available Cash as of such date;

               1.1.141 "TRANSFER AGREEMENT" means the form of transfer agreement
               annexed hereto as Schedule "C";

               1.1.142 "UNRESTRICTED SUBSIDIARY" means any Subsidiary of IPG
               which is an Inactive Subsidiary or which is not otherwise a
               Restricted Subsidiary, a list of which, at the Closing Date, is
               attached hereto in Schedule "J", or as may be determined by IPG
               at any later date, provided the provisions of this Agreement are
               respected;

               1.1.143 "US AGENT" means TD Texas, in its capacity as US
               administration agent for all of the Lenders, or any successor
               thereof;

               1.1.144 "US BASE RATE" means, on any day, the rate of interest,
               expressed as an annual rate, publicly announced or posted from
               time to time by TD as being its reference rate then in effect for
               determining interest rates on demand commercial loans granted in
               Canada in US Dollars to its clients (whether or not any such
               loans are actually made); provided that if the US Base Rate is,
               for any period, less than the Federal Funds Effective Rate plus
               1.00% per annum, the US Base Rate for such period shall be deemed
               to be equal to the Federal Funds Effective Rate plus 1.00% per
               annum. If for any reason the Canadian Agent shall have determined
               (which determination shall be conclusive, absent manifest error)
               that it is unable to ascertain the Federal Funds Effective Rate
               for any reason, including the inability of failure of the
               Canadian Agent to obtain sufficient bid or publications in
               accordance with the terms hereof, the Canadian Agent's announced
               US Base Rate shall apply;

               1.1.145 "US BASE RATE ADVANCE" means, at any time, the part of
               the US Dollar Advances with respect to which a Canadian Borrower
               has chosen, or, in accordance with the provisions hereof, is
               obliged, to pay interest on the US Base Rate Basis;

               1.1.146 "US BASE RATE BASIS" means the basis of calculation of
               interest on the US Base Rate Advances, or any part thereof, as
               set forth in Sections 5.3 and 5.4;

               1.1.147 "US COLLATERAL AGENT" means State Street Bank and Trust
               Company or any replacement thereof agreed upon by the Lenders;

               1.1.148 "US COLLATERAL TRUSTEE" means State Street Bank and Trust
               Company, in its capacity as collateral trustee, pursuant to the
               Collateral Trust Indenture, or its successor duly appointed
               pursuant to the terms of such indenture;

               1.1.149 "US DOLLARS" or "US $" means the lawful currency of the
               United States of America in same day immediately available funds
               or, if such funds are not available, the form of currency of the
               United States of America which is ordinarily


<PAGE>
                                                                              34


               used in the settlement of international banking obligations on
               the day on which any payment or any calculation must be made
               pursuant to this Agreement;


               1.1.150 "US DOLLAR ADVANCES" means, at any time, the total of all
               Loans in US Dollars, including the face amount of all Letters of
               Credit denominated in US Dollars;

               1.1.151 "US ENVIRONMENTAL INDEMNIFICATION AGREEMENT" has the
               meaning ascribed thereto in subsection 11.1.22 of this Agreement;

               1.1.152 "US PRIME RATE" means, on any day, the rate of interest,
               expressed as an annual rate, publicly announced or posted by the
               US Agent as being its reference rate then in effect for
               determining interest rates on demand commercial loans granted in
               the United States of America in US Dollars to its clients,
               whether or not such loans are actually made; provided that in the
               event that the US Prime Rate is, for any period, less than the
               Federal Funds Effective Rate plus .50%, the US Prime Rate for
               such period shall be deemed to be equal to the Federal Funds
               Effective Rate plus .50%. If for any reason the US Agent shall
               have determined (which determination shall be conclusive, absent
               manifest error) that it is unable to ascertain the Federal Funds
               Effective Rate for any reason, including the inability of failure
               of such party to obtain sufficient bids or publications in
               accordance with the terms hereof, such party's announced US Prime
               Rate shall apply;

               1.1.153 "US PRIME RATE ADVANCE" means, at any time, the part of
               the US Dollar Advances with respect to which a US Borrower has
               chosen, or, in accordance with the provisions hereof, is obliged,
               to pay interest on the US Prime Rate Basis;

               1.1.154 "US PRIME RATE BASIS" means the basis of calculation of
               interest on the US Dollar Advances, or any part thereof, as set
               forth in Sections 5.5 and 5.6;

               1.1.155 "VOTING STOCK" means Securities of any class or classes,
               the holders of which are ordinarily, in the absence of
               contingencies, entitled to elect a majority of the corporate
               directors (or Persons performing similar functions); and

               1.1.156 "WHOLLY-OWNED" when used in connection with any
               Subsidiary means a Subsidiary of which all of the equity and
               voting interests (except directors' qualifying shares or similar
               equity interests as required by law) shall be owned by a
               Borrower, IPG or one or more of IPG's Wholly-owned Restricted
               Subsidiaries (or a combination of any such Persons).

         1.2   INTERPRETATION

         Unless stipulated to the contrary, the words used herein which indicate
         the singular include the plural and vice versa and the words indicating
         masculine include the feminine and vice versa. In addition, (a) the
         word "INCLUDES" (or "INCLUDING") shall be interpreted to mean "INCLUDES
         (OR INCLUDING) WITHOUT LIMITATION", and (b) where any provision in this



<PAGE>
                                                                              35


         Agreement refers to action to be taken by any Person, or which such
         Person is prohibited from taking, such provision shall be applicable
         whether the action in question is taken directly or indirectly by such
         Person.

         1.3   CURRENCY

         Unless the contrary is indicated, all amounts referred to herein are
         expressed in US Dollars.

         1.4  GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

         Unless the Lenders shall otherwise expressly agree or unless otherwise
         expressly provided herein, all of the terms used in this Agreement
         which are defined under the rules constituting Generally Accepted
         Accounting Principles shall be interpreted, and all financial
         statements to be prepared hereunder shall be prepared, in accordance
         with Generally Accepted Accounting Principles.

         1.5   DIVISION AND TITLES

         The division of this Agreement into Articles, Sections and subsections
         and the insertion of titles are for convenience of reference only and
         shall not affect the meaning or interpretation of this Agreement.

2        THE CREDIT

         2.1   THE FACILITIES

         Subject to the provisions hereof, each Lender, individually and not
         jointly and severally with any other Lender, agrees to make available
         to the Borrowers its Commitment in the Credit, which Credit consists
         of:

               2.1.1 as of the date of determination thereof, for the Facility A
               Borrowers, jointly and severally, a maximum amount under Facility
               A equal to the least of (i) US$50,000,000, (ii) the sum obtained
               in subtracting from the maximum amount of Priority Debt then
               permitted to be outstanding pursuant to Section 14.2.1(c) hereof
               all then existing Priority Debt other than the Loan under
               Facility A, or (iii) the Borrowing Base;

               2.1.2 for the Facility B/C Borrower, a maximum amount of US
               $35,000,000 under Facility B; and

               2.1.3 for the Facility B/C Borrower, a maximum amount of US
               $60,000,000 under Facility C;

         for a total of up to US $145,000,000 (the "CREDIT").


<PAGE>
                                                                              36


         2.2   FACILITY A

         Facility A shall be divided into two tranches, Tranche A-1 and Tranche
         A-2. Tranche A-1, in a maximum amount of US$10,000,000, may be borrowed
         only by the Canadian Borrowers from the Canadian Lenders; Tranche A-2,
         in a maximum amount of US$40,000,000, may be borrowed by the U.S.
         Borrowers from the U.S. Lenders. Provided that no Default shall have
         occurred and be continuing and that no Event of Default shall have
         occurred which has not been waived, IPG may, once per fiscal quarter,
         by notice in writing sent to the Agent at least 30 days prior to the
         effective date thereof (the "EFFECTIVE RE-ALLOCATION DATE"), request
         that a different allocation, not exceeding $50,000,000 in total, be
         made between Tranche A-1 and Tranche A-2 of Facility A. In such event,
         such re-allocation will occur on the Effective Re-Allocation Date,
         provided that, prior to the Effective Re-Allocation Date, the U.S.
         Borrowers have repaid the U.S. Lenders under Tranche A-2 and the
         Canadian Borrowers have repaid the Canadian Lenders under Tranche A-1,
         to the extent necessary to permit such re-allocation to occur.

         All Advances borrowed under Facility A may be repaid and re-borrowed by
         the Facility A Borrowers at all times during the Term.

         2.3   FACILITY B AND FACILITY C

         Subject to the permanent reductions in the ongoing availability of
         Facility B and Facility C resulting from the repayment of such
         Facilities under the provisions of either Section 9.1 or 9.2, all
         Advances available to the Facility B/C Borrower under Facility B and
         Facility C may be repaid and re-borrowed by the Facility B/C Borrower
         at all times during the Term.

         2.4   EXTENSION OF TERM - FACILITY A

         The Facility A Borrowers may request, by notice in writing to the Agent
         given at least 60 days but not more than 90 days prior to the
         Conversion Date, that the Lenders extend such Conversion Date (a
         "RENEWAL REQUEST") by a period of 364 days from the Conversion Date
         otherwise in effect (the "RENEWAL PERIOD").

         The Agent shall promptly notify the Lenders of any such Renewal
         Request, and the Lenders undertake to respond thereto no more than
         thirty (30) days following the Agent's receipt of the Renewal Request.
         If all of the Lenders agree to the Renewal Request during such period,
         the Conversion Date shall be extended to the last day of the Renewal
         Period. If any Lender fails to so respond, such Lender shall be deemed
         to have refused the Renewal Request. Each of the Lenders may accept or
         refuse the Renewal Request at its entire discretion or impose any
         condition it sees fit. In the event of an explicit or a deemed refusal
         by any of the Lenders or if the Facility A Borrowers do not accept any
         conditions imposed by any of the Lenders, the Term shall be extended
         for another 2 years, but the Facility A Borrowers shall no longer have
         the right to forward a Renewal Request.


<PAGE>
                                                                              37


3        PURPOSE

3.1      PURPOSE OF THE ADVANCES

         All Advances made by the Lenders to the Borrowers in accordance with
         the provisions hereof shall be used by the Borrowers (directly or
         indirectly) for (a) the financing of the non-hostile acquisition of
         assets, and (b) general corporate or business purposes, including the
         issuance of letters of credit and the repayment and cancellation of all
         Existing Credit Facilities. No proceeds of any Advance will be used (A)
         to acquire any equity "security", as defined in Section 2(1) of the
         Securities Act of 1933, as amended, of a class which is registered
         pursuant to Section 12 of the Securities Exchange Act of 1934 or any
         "margin stock", as defined in Federal Reserve System Board of Governors
         Regulation U, or (B) to finance or protect against any hostile
         acquisition (meaning an acquisition by or of a member of the Restricted
         Group in respect of which the board of directors of the target company
         or management of the target Person (if the target is not a corporation)
         has not recommended acceptance of same).

4        ADVANCES, CONVERSIONS AND OPERATION OF ACCOUNTS

         4.1   NOTICE OF BORROWING

         Subject to the applicable provisions of this Agreement, on any Business
         Day during the relevant Term, each of the Borrowers shall be entitled
         to draw upon the Credit, on one or more occasions, up to the maximum
         amount of the Credit, provided that at least one (1) Business Day prior
         to the day on which any Prime Rate Advance, US Base Rate Advance or US
         Prime Rate Advance (other than a Swing Line Advance, which shall be
         made in accordance with the provisions of Section 4.4) is required,
         such Borrower shall have provided to the Agent an irrevocable telephone
         notice at or before 10:00 A.M., New York time, on any Business Day,
         followed by the delivery on the same day of a written notice of
         confirmation substantially in the form of Schedule "B". Notices in
         respect of Libor Advances, Letters of Credit, Swing Line Advances and
         BA Advances shall be made in accordance with the provisions of Sections
         4.2, 4.3, 4.4 and 6.1 respectively.

         4.2   LIBOR ADVANCES AND CONVERSIONS

         On any Business Day during the Term, upon an irrevocable telephone
         notice to the Agent given prior to 10:00 A.M., New York time at least
         three Business Days prior to the date of a proposed Libor Advance or a
         Rollover Date, followed by the delivery on the same day of a written
         notice of confirmation substantially in the form annexed hereto as
         Schedule "B", each of the Borrowers may request that a Libor Advance be
         made, that one or more Advances not borrowed as Libor Advances be
         converted into one or more Libor Advances (but subject to the other
         provisions of this Agreement) or that a Libor Advance or any part
         thereof be extended, as the case may be. The Agent shall determine the
         LIBOR which will be in effect on the date of the Advance or the
         Rollover Date, as the case may be (which in each case must be a
         Business Day), with respect to the Selected Amount or to each of the
         Selected Amounts, as the case may be, having a Designated Period of 1,
         2, 3 or 6 months. However, if a Borrower requesting a LIBOR Advance has
         not delivered a notice to the


<PAGE>
                                                                              38


         Agent in a timely manner in accordance with the provisions of this
         Section 4.2, the relevant Borrower shall be deemed to have chosen to
         have the interest on the amount of such Advance calculated in
         accordance with the provisions of Section 5.11.

         4.3   LETTERS OF CREDIT

         As part of the Credit available hereunder and upon not less than three
         (3) Business Days' prior notice to the Agent, each of the Facility A
         Borrowers may cause to be issued by an Issuing Lender one or more
         Letters of Credit under Facility A in a maximum aggregate amount
         outstanding at any time not exceeding US $15,000,000, and for a
         duration not exceeding the lesser of one (1) year from the date of
         issuance or the remaining duration of the Term, subject to the
         signature by the relevant Facility A Borrower of the Issuing Lender's
         standard documentation then currently used in connection with letters
         of credit. Such Borrower shall pay non-refundable fees in respect of
         any such Letter of Credit equal to the rate per annum indicated in the
         definition of "Margin" multiplied by the face amount thereof, subject
         to a minimum fee for each Letter of Credit in an amount of $250,
         payable in advance. The relevant Facility A Borrower shall also pay to
         the Issuing Lender Letter of Credit fees in respect of any such Letters
         of Credit equal to .12% per annum of the face amount thereof, payable
         (i) for Letters of Credit issued at the request of a US Borrower, in
         arrears at the end of each fiscal quarter of IPG, and (ii) for Letters
         of Credit issued at the request of a Canadian Borrower, in advance on
         the date of issuance, or on such other date as the Agent may determine
         from time to time. IPG and LLC expressly acknowledge that they will
         remain liable hereunder in respect of Letters of Credit irrespective of
         the fact that they have not executed such standard documentation
         together with the applicable Borrower. If a request for payment is made
         under any Letter of Credit, the Issuing Lender will advise the Agent
         and the Agent will promptly advise the relevant Facility A Borrower of
         any payment made thereunder. Upon any payment by the Issuing Lender
         under any Letter of Credit, each of the Lenders shall reimburse to the
         Issuing Lender a portion of such payment equal to the percentage of its
         respective Facility A Commitment multiplied by the amount of such
         payment.

         4.4   SWING LINE ADVANCES

               4.4.1 Swing Line Advances. Subject to the terms and conditions of
               this Agreement, the Swing Line Lenders agree to make Swing Line
               Advances to the Swing Line Borrowers on any Business Day from
               time to time during the Term of Facility A. Swing Line Advances
               may be made or drawn by way of overdrafts on the relevant Swing
               Line Borrower's account with the relevant Swing Line Lender or by
               way of irrevocable same Business Day telephone notice to the
               Swing Line Lender at or before 11:00 a.m. New York time followed
               by the delivery on the same day of a written notice of
               confirmation. Not later than the day following the Business Day
               on which it requests any Swing Line Advance, the relevant Swing
               Line Borrower shall advise the Agent of such Swing Line Advance
               by notice in writing or, where applicable, by providing to the
               Agent a copy of all relevant documentation. Such Borrower shall
               advise the Agent in a similar fashion of any repayment of a Swing
               Line Advance not later than the Business Day following the date
               of such repayment.


<PAGE>
                                                                              39


               4.4.2 Use of Proceeds of Swing Line Advances. The proceeds of
               Swing Line Advances may be used by the Swing Line Borrowers for
               any purpose for which other Advances under Facility A may be
               used.

               4.4.3 Retirement and Replacement. If any Swing Line Lender no
               longer wishes to act as such, it shall notify the Facility A
               Borrowers, the other Facility A Lenders and the Agent not less
               than ten (10) days prior to the date on which it proposes to
               cease acting as a Swing Line Lender. In such event, the Facility
               A Borrowers may designate a different Swing Line Lender by
               sending a notice to (a) the Swing Line Lender who will no longer
               act as such (the "RETIRING SWING LINE LENDER"), (b) the new Swing
               Line Lender who has agreed to act as such and (c) the Agent, not
               less than five (5) days prior to the date on which the
               replacement is to occur. On the replacement date, the new Swing
               Line Lender shall make a Prime Rate Advance or a US Prime Rate
               Advance, as the case may be, available to the Agent for the
               purpose of repaying the Swing Line Loans owed to the Retiring
               Swing Line Lender.

               4.4.4 No Replacement Possible/Events of Default. If an Event of
               Default shall have occurred which has not been waived, other than
               an Event of Default under subsection 15.1.3, or if no Facility A
               Lender agrees to act as a replacement for the Retiring Swing Line
               Lender (in such case, the affected Swing Line Lender or Swing
               Line Lenders are herein referred to as the "FORMER SWING LINE
               LENDER"), the Facility A Borrowers shall be deemed to have made a
               request for a Prime Rate Advance or a US Prime Rate Advance, as
               the case may be, under Facility A, and each Facility A Lender
               shall make a Prime Rate Advance or a US Prime Rate Advance, as
               the case may be, available to the Agent, on the date referred to
               in the first sentence of subsection 4.4.3, for the purpose of
               repaying the principal amount of the Swing Line Loans owed to the
               Former Swing Line Lender, in the amount of such Facility A
               Lender's Commitment percentage multiplied by the amount of the
               outstanding Swing Line Loans owing to the Former Swing Line
               Lender (the "LENDER SWING LINE REPAYMENTS"). From and after such
               date, the Facility A Borrowers shall not have any further right
               to obtain Swing Line Advances and any outstanding Swing Line
               Loans will continue to form part of the Loans made under Facility
               A. However, if a Default under subsection 15.1.3 shall have
               occurred and be continuing, or if an Event of Default under
               subsection 15.1.3 shall have occurred and not been waived, the
               Facility A Lenders shall not make such Lender Swing Line
               Repayments and the provisions of subsection 4.4.5 shall apply.

               4.4.5 Payments Following a certain Default or Event of Default.
               If, before the making of a Lender Swing Line Repayment under
               subsection 4.4.4, a Default under subsection 15.1.3 shall have
               occurred and be continuing or an Event of Default under
               subsection 15.1.3 shall have occurred which has not been waived,
               each Facility A Lender will, on the date such Lender Swing Line
               Repayment was to have been made, purchase from the Former Swing
               Line Lender an undivided participating interest in the Swing Line
               Loans to be repaid, in an amount equal to its Commitment
               percentage multiplied by the amount of the outstanding Swing Line
               Loans, and immediately transfer such amount to the Agent for the
               benefit of the Former Swing

<PAGE>
                                                                              40


               Line Lender, in immediately available funds. From and after such
               date, the Facility A Borrowers shall not have any further right
               to obtain Swing Line Advances and the outstanding Swing Line
               Loans will continue to form part of the Loans made under Facility
               A.

               4.4.6 Subsequent Payments. If at any time after any Lender Swing
               Line Repayment has been made, the Former Swing Line Lender
               receives any payment on account of the Swing Line Loans in
               respect of which such Lender Swing Line Repayment has been made
               or on account of the purchase referred to in subsection 4.4.5,
               the Former Swing Line Lender will distribute to the Agent for the
               benefit of each Facility A Lender an amount equal to its
               Commitment percentage multiplied by such amount (appropriately
               adjusted, in the case of interest payments, to reflect the period
               of time during which such Facility A Lender's portion was
               outstanding and funded) in like funds as received; provided,
               however, that if such payment received by the Former Swing Line
               Lender is required to be returned, such Facility A Lender will
               return to the Agent for the benefit of the Former Swing Line
               Lender any portion thereof previously distributed by the Former
               Swing Line Lender to the Agent for the benefit of such Facility A
               Lender in like funds as such payment is required to be returned
               by such Former Swing Line Lender.

               4.4.7 Unconditional Obligation to Make Lender Swing Line
               Repayments. Each Facility A Lender's obligation to make Lender
               Swing Line Repayments or to purchase a participating interest in
               Swing Line Loans in accordance with subsections 4.4.4 and 4.4.5
               shall be absolute and unconditional and shall not be affected by
               any circumstance, including: (1) any set-off, compensation,
               counterclaim, recoupment, defence or other right which such
               Facility A Lender may have against a Swing Line Lender, the
               Facility A Borrowers or any other Person for any reason
               whatsoever; (2) the occurrence or continuance of any Default or
               Event of Default; (3) any adverse change in the condition
               (financial or otherwise) of the Facility A Borrowers or any other
               Person; (4) any breach of this Agreement by the Facility A
               Borrowers or any other Person; (5) any inability of the Facility
               A Borrowers to satisfy the conditions precedent to borrowing set
               forth in this Agreement on the date upon which any such Lender
               Swing Line Repayment is to be made or participating interest is
               to be purchased or (6) any other circumstances, happening or
               event whatsoever, whether or not similar to any of the foregoing.
               If any Facility A Lender does not make available the amount
               required to be funded by it under subsection 4.4.4 or 4.4.5, as
               the case may be, the Former Swing Line Lender shall be entitled
               to recover such amount on demand from such Facility A Lender,
               together with interest thereon at the Prime Rate or the US Prime
               Rate, as the case may be, from the date of non-payment until such
               amount is paid in full.

               4.4.8 Standby Fee not Affected. Notwithstanding the provisions of
               Section 5.14, and for greater certainty, the Standby Fee
               described in subsection 5.14.1 will be calculated daily and be
               payable on the entire unused portion of Facility A, irrespective
               of the amount of the Borrowing Base.



<PAGE>
                                                                              41


         4.5   CURRENCY

         Subject to the provisions of Sections 2.1 and 2.2 and of Article 5 and
         Section 6.1, at any time during the relevant Term, each of the Facility
         A Borrowers may borrow, on one or more occasions, up to the maximum
         amount of the Credit under Facility A in Canadian or US Dollars or in
         any combination thereof, as such Borrowers may consider appropriate.
         The Facility B/C Borrower shall borrow in US Dollars only.

         4.6   OPERATION OF ACCOUNTS

         The Agent shall maintain in its books at the Branch a record of the
         Loan, including the Letters of Credit issued by the Issuing Lender at
         the request of a Borrower, attesting as to the total of the Borrowers'
         indebtedness to the Lenders in accordance with the provisions hereof.
         Such record shall constitute, in the absence of manifest error, prima
         facie proof of the total amount of the indebtedness of the Borrowers to
         the Lenders in accordance with the provisions hereof, of the date of
         any Advance made to the Borrowers and of the total of all amounts paid
         by the Borrowers from time to time with respect to principal and
         interest owing on the Loan and the fees and other sums payable in
         accordance with the provisions hereof.

         4.7   APPORTIONMENT OF ADVANCES

         The amount of each Advance will be apportioned among the Lenders by the
         Agent by reference to the Commitment of each Lender with respect to the
         applicable Facility, as such Commitment shall be in effect immediately
         prior to the making of such Advance, subject to the provisions of
         Section 4.4 hereof with respect to Swing Line Advances and Section 6.9
         hereof with respect to BA Advances. If any amount is not in fact made
         available to the Agent by a Lender, the Agent shall be entitled to
         recover such amount (together with interest thereon at the rate
         reasonably determined by the Agent as being its cost of funds in the
         circumstances) on demand from such Lender or, if such Lender fails to
         reimburse the Agent for such amount on demand, from the Borrowers.

         4.8   LIMITATIONS ON ADVANCES

         Any amount of the Credit available under Facility A, Facility B and
         Facility C shall cease to be available at the expiry of the applicable
         Term.

         4.9   NETTING

         On the date of any Advance or on a Rollover Date, each of the Lenders
         shall be entitled to net amounts payable on such date by such Lender to
         a Borrower against amounts due and payable on such date by such
         Borrower to the Lender.

         4.10  NOTICES IRREVOCABLE

         Any notice given to the Agent by a Borrower in accordance with Article
         4 may not be revoked or withdrawn.


<PAGE>
                                                                              42


5        INTEREST AND FEES

         5.1   INTEREST ON THE PRIME RATE BASIS

         The principal amount of the Loan which at any time and from time to
         time remains outstanding and in respect of which a Canadian Borrower
         has chosen or, in accordance with the provisions hereof, is obliged to
         pay interest on the Prime Rate Basis, shall bear interest, calculated
         daily, on the daily outstanding principal balance of such Loan, from
         the date of each applicable Advance up to and including the day
         preceding the date of repayment thereof in full, at the annual rate
         (calculated based on a 365 or 366 day year, as the case may be)
         applicable to each of such days which corresponds to the Prime Rate at
         the close of business on each of such days, plus the Margin.

         5.2   PAYMENT OF INTEREST ON THE PRIME RATE BASIS

         The interest payable in accordance with Section 5.1 and calculated in
         the manner described therein shall be payable to the Agent monthly in
         arrears, on the first Business Day of each month or on such other date
         as the Agent may determine and advise the Borrowers in writing from
         time to time, the first payment of which shall be payable on the first
         Business Day of the month immediately following the month in which the
         first Prime Rate Advance was made.

         5.3   INTEREST ON THE US BASE RATE BASIS

         The principal amount of the Loan which at any time and from time to
         time remains outstanding and in respect of which a Canadian Borrower
         has chosen or, in accordance with the provisions hereof, is obliged to
         pay interest on the US Base Rate Basis, shall bear interest, calculated
         daily, on the daily outstanding principal balance of such Loan, from
         the date of each applicable Advance up to and including the day
         preceding the date of repayment thereof in full, at the annual rate
         (calculated based on a 365 or 366 day year, as the case may be)
         applicable to each of such days which corresponds to the US Base Rate
         at the close of business on each of such days, plus the Margin.

         5.4   PAYMENT OF INTEREST ON THE US BASE RATE BASIS

         The interest payable in accordance with Section 5.3 and calculated in
         the manner hereinabove described is payable to the Agent monthly, in
         arrears, on the first Business Day of each month or on such other date
         as the Agent may determine and advise the Borrowers in writing from
         time to time, the first payment of which shall be payable on the first
         Business Day of the month immediately following the month in which the
         first US Base Rate Advance was made.

         5.5   INTEREST ON THE US PRIME RATE BASIS

         The principal amount of the Loan which at any time and from time to
         time remains outstanding and in respect of which a US Borrower has
         chosen or, in accordance with the provisions hereof, is obliged to pay
         interest on the US Prime Rate Basis, shall bear interest, calculated
         daily, on the daily outstanding principal balance of such Loan, from
         the date of


<PAGE>
                                                                              43


         each applicable Advance up to and including the day
         preceding the date of repayment thereof in full at the annual rate
         (calculated based on a 365 or 366 day year, as the case may be)
         applicable to each of such days which corresponds to the US Prime Rate
         at the close of business on each of such days, plus the Margin.

         5.6   PAYMENT OF INTEREST ON THE US PRIME RATE BASIS

         The interest payable in accordance with Section 5.5 and calculated in
         the manner hereinabove described is payable to the Agent monthly, in
         arrears, on the first Business Day of each month or on such other date
         as the Agent may determine and advise the Borrowers in writing from
         time to time, the first payment of which shall be payable on the first
         Business Day of the month immediately following the month in which the
         first US Prime Rate Advance was made.

         5.7   INTEREST ON THE LIBOR BASIS

         The principal amount of the Loan which at any time and from time to
         time remains outstanding and in respect of which a Borrower has chosen,
         in accordance with the provisions hereof, to pay interest on a LIBOR
         basis, shall bear interest, calculated daily, on the daily outstanding
         principal balance of such Loan, from each Rollover Date up to and
         including the day preceding the date of repayment thereof in full, at
         the annual rate (calculated based on a 360-day year) applicable to each
         of such days which corresponds to the LIBOR applicable to each
         applicable Selected Amount, plus the Margin, and such rate shall be
         effective with respect to each applicable Selected Amount as and from
         each applicable Rollover Date up to and including the date prior to the
         next such Rollover Date.

         5.8   PAYMENT OF INTEREST ON THE LIBOR BASIS

         The interest payable in accordance with the provisions of Section 5.7
         and calculated in the manner hereinabove described is payable to the
         Agent, in arrears,

               5.8.1 on the last day of the Designated Period when the
               Designated Period is 1, 2 or 3 months,

               5.8.2 when the Designated Period exceeds 3 months, on the last
               Business Day of each period of 3 months during such Designated
               Period and on the last day of the Designated Period, if the
               Designated Period is more than 3 months and is not a multiple of
               3 months.

         5.9   LIMITS TO THE DETERMINATION OF LIBOR

         Nothing herein contained shall be interpreted as authorizing a
         Borrower, with respect to the determination of LIBOR, to choose a
         Selected Amount with respect to each Designated Period of less than US
         $1,000,000 or a greater amount other than in whole multiples of US
         $100,000.


<PAGE>
                                                                              44


         5.10  FIXING OF LIBOR

         LIBOR shall be transmitted to the relevant Borrower(s) by the Agent at
         approximately 11:00 A.M., New York time, two Business Days prior to:

               5.10.1 the date on which the relevant Libor Advance is to be
               made; or

               5.10.2 the relevant Rollover Date.

         5.11  INTEREST ON THE LOAN

         Where no specific provision with respect to interest on an outstanding
         portion of the Loan is contained in this Agreement, the interest on
         such portion of the Loan shall be calculated and payable on the US
         Prime Rate Basis if the amount is in US Dollars and on the Prime Rate
         Basis if the amount is in Canadian Dollars.

         5.12  ARREARS OF INTEREST

         Any arrears of interest or principal shall bear interest at a rate that
         is two percent (2%) per annum higher than the rate of interest payable
         in respect of the relevant principal amount of the Loan and shall be
         calculated and payable on the same basis.

         5.13  MAXIMUM INTEREST RATE

         The amount of the interest or fees payable in applying this Agreement
         shall not exceed the maximum rate permitted by Law. Where the amount of
         such interest or such fees is greater than the maximum rate, the amount
         shall be reduced to the highest rate which may be recovered in
         accordance with the applicable provisions of Law.

         5.14  FEES

         The Borrowers shall pay the following fees (the "FEES") to the Agents
         in the manner directed by the Agents pursuant to the provisions of
         Section 18.19:

               5.14.1 for the Lenders and in respect of Facility A, at all times
               during its Term, a Standby Fee equal to the percentage set out in
               the definition of "Margin", in each case multiplied by an amount
               equal to the unused portions of Facility A (calculated based on
               the maximum principal amount that could then be outstanding under
               such Facility, irrespective of the Borrowing Base), calculated
               daily and payable quarterly in arrears based on a 365/366 day
               year on the last day of each calendar quarter or on such other
               date as the Agent may determine;

               5.14.2 for the Lenders and in respect of each of Facility B and
               Facility C, at all times during the term of such Facility, a
               Standby Fee equal to the percentage set out in the definition of
               "Margin" in each case multiplied by an amount equal to the unused
               portions of each such Facility (calculated based on the maximum
               principal amount that could then be outstanding under such
               Facility), calculated daily and


<PAGE>
                                                                              45


               payable quarterly in arrears based on a 365/366 day year on the
               last day of each calendar quarter or on such other date as the
               Agent may determine;

               5.14.3 up-front Fees of US$225,000 to NBC, US$375,000 to Comerica
               and US$800,000 to TD, payable on the Closing Date;

               5.14.4 additional Fees of US$250,000 to Comerica and US$400,000
               to TD, payable on the date of the first increase in the Margin on
               Facility B, if any, effected pursuant to the fourth subsection of
               the definition of the term "Margin";

               5.14.5 structuring Fees of US$100,000 payable to the Arrangers on
               the Closing Date on a pro-rata basis; and

               5.14.6 for the Agent, an agency fee to be determined between the
               Agent and the Borrowers.

         5.15  INTEREST ACT

               5.15.1 For the purposes of the Interest Act of Canada (to the
               extent applicable), any amount of interest or fees calculated
               herein using 360, 365 or 366 days per year and expressed as an
               annual rate is equal to the said rate of interest or fees
               multiplied by the actual number of days comprised within the
               calendar year, divided by 360, 365 or 366, as the case may be.

               5.15.2 The parties agree that all interest in this Agreement will
               be calculated using the nominal rate method and not the effective
               rate method, and that the deemed re-investment principle shall
               not apply to such calculations. In addition, the parties
               acknowledge that there is a material distinction between the
               nominal and effective rates of interest and that they are capable
               of making the calculations necessary to compare such rates.

6        BANKERS' ACCEPTANCES

         6.1   ADVANCES BY BANKERS' ACCEPTANCES AND CONVERSIONS INTO BANKERS'
               ACCEPTANCES

               6.1.1 Subject to the applicable provisions of this Agreement, on
               any Business Day during the relevant Term, by written Notice of
               Borrowing to the Agent given at least three (3) Business Days
               prior to the date of the Advance or a Rollover Date (for the
               purposes of this Article 6 called the "ACCEPTANCE DATE") and
               before 10:00 A.M., a Canadian Borrower may request that a BA
               Advance be made, that one or more Advances not borrowed as BA
               Advances be converted into one or more BA Advances or that a BA
               Advance or any part thereof be extended, as the case may be (the
               "BA REQUEST"). Bankers' Acceptances shall be issued on each
               Acceptance Date or Rollover Date, in a minimum Selected Amount,
               with respect to each Designated Period, of Cdn.$3,000,000 or such
               greater amount which is an integral multiple of Cdn.$100,000,
               shall have a Designated Period, as designated by the

<PAGE>
                                                                              46


               relevant Canadian Borrower, of 1, 2, 3 or 6 months (or such other
               period as may be available and acceptable to the Agent), subject
               to availability, and shall, in no event, mature on a date after
               the expiry of the Term.

               6.1.2 Prior to making any BA Request, a Canadian Borrower shall
               deliver:

                    (a)  to the Canadian Lenders, in the name of each Canadian
                         Lender which is a bank that accepts bankers'
                         acceptances (a "BA LENDER"), drafts in form and
                         substance acceptable to the Agent and the Canadian
                         Lenders; and

                    (b)  to the Canadian Lenders in the name of each Canadian
                         Lender which is not a bank or does not accept bankers'
                         acceptances (a "NON-BA LENDER"), Discount Notes;

               completed and executed by its authorized signatories in
               sufficient quantity for the Advance requested and in appropriate
               denominations to facilitate the sale of the Bankers' Acceptances
               in the financial markets. No Canadian Lender shall be responsible
               or liable for its failure to accept a Bankers' Acceptance
               hereunder if such failure is due, in whole or in part, to the
               failure of a Canadian Borrower to give appropriate instructions
               to the Agent on a timely basis, nor shall the Agent or any
               Canadian Lender be liable for any damage, loss or other claim
               arising by reason of any loss or improper use of any such
               instrument except a loss or improper use arising by reason of the
               gross negligence or wilful misconduct of the Agent, such Canadian
               Lender, or their respective employees. In order to facilitate
               issuances of Bankers' Acceptances pursuant hereto, each Canadian
               Borrower hereby authorizes each Canadian Lender, and for this
               purpose appoints each Canadian Lender its lawful attorney, to
               complete and sign Bankers' Acceptances on behalf of such
               Borrower, in accordance with the instructions given from time to
               time by such Borrower, in handwritten or facsimile or mechanical
               signature or otherwise, and once so completed, signed and
               endorsed, and following acceptance of them as Bankers'
               Acceptances, to purchase, discount or negotiate such Bankers'
               Acceptances in accordance with the provisions of this Article 6,
               and to provide the Available Proceeds (as defined in subsection
               6.2.3(d)) to the Agent in accordance with the provisions hereof.
               Drafts so completed, signed, endorsed and negotiated on behalf of
               a Canadian Borrower by any Canadian Lender shall bind such
               Borrower as fully and effectively as if so performed by an
               authorized officer of such Borrower. Each Canadian Lender shall
               maintain appropriate records with respect to such instruments (i)
               received by it hereunder, (ii) voided by it for any reason, (iii)
               accepted by it hereunder and (iv) cancelled, whether at their
               respective maturities or otherwise. Each Canadian Lender agrees
               to provide such records to the Canadian Borrowers promptly upon
               request and, at the request of a Canadian Borrower, to cancel
               such instruments which have been completed and executed by such
               Canadian Borrower pursuant to this subsection 6.1.2 and which are
               held by such Canadian Lender and have not yet been issued
               hereunder.


<PAGE>
                                                                              47


         6.2   ACCEPTANCE PROCEDURE

         With respect to any BA Advance:

               6.2.1 The Agent shall promptly notify in writing each Canadian
               Lender of the details of the proposed BA Advance, specifying:

                    (a)  for each BA Lender, (i) the face amount of the Bankers'
                         Acceptances to be accepted by such Lender, and (ii) the
                         Designated Period for such Bankers' Acceptances; and

                    (b)  for each Canadian Lender which is a Non-BA Lender, (i)
                         the face amount of the Discount Notes to be issued to
                         such Lender, and (ii) the Designated Period for such
                         Discount Notes.

               6.2.2 The Agent shall establish the Bankers' Acceptance Discount
               Rate at or about 10:00 a.m. on the Acceptance Date, and the Agent
               shall promptly determine the amount of the BA Proceeds.

               6.2.3 Forthwith, and in any event not later than 11:30 A.M. on
               the Acceptance Date, the Agent shall indicate to each Canadian
               Lender, in the manner set out in Section 18.6:

                    (a)  the Bankers' Acceptance Discount Rate;

                    (b)  the amount of the Stamping Fee applicable to those
                         Bankers' Acceptances to be accepted by such Lender on
                         the Acceptance Date, which shall be calculated by
                         multiplying the appropriate annual percentage set out
                         in the definition of "Margin" by the face amount of
                         each such Bankers' Acceptance and by a fraction the
                         numerator of which is the number of days in the
                         Designated Period and the denominator of which is 365,
                         any such Lender being authorized by the Canadian
                         Borrowers to collect the Stamping Fee out of the BA
                         Proceeds of those Bankers' Acceptances;

                    (c)  the BA Proceeds of the Bankers' Acceptances to be
                         purchased by such Lender on such Acceptance Date; and

                    (d)  the amount obtained (the "AVAILABLE PROCEEDS") by
                         subtracting the Stamping Fee mentioned in subsection
                         6.2.3(b) from the BA Proceeds mentioned in subsection
                         6.2.3(c);


<PAGE>
                                                                              48


               6.2.4 Not later than 1:00 P.M. on the Acceptance Date, each
               Canadian Lender shall make available to the Agent its Available
               Proceeds.

               6.2.5 Not later than 4:00 P.M. on the Acceptance Date, the Agent
               shall transfer the Available Proceeds to the relevant Canadian
               Borrower in accordance with Section 9.10 and shall notify the
               relevant Canadian Borrower on such day either by telex, fax or
               telephone (if by telephone, to be confirmed subsequently in
               writing) of the details of the issue, including the information
               required by subsection 6.2.3.

         6.3   PURCHASE OF BANKERS' ACCEPTANCES AND DISCOUNT NOTES

         Before giving value to the relevant Canadian Borrower, the Canadian
         Lenders or the participants which:

               6.3.1 are BA Lenders shall, on the Acceptance Date, accept the
               Bankers' Acceptances by inserting the appropriate principal
               amount, Acceptance Date and maturity date in accordance with the
               BA Request relating thereto and affixing their acceptance stamps
               thereto, and shall purchase or sell same; and

               6.3.2 are Non-BA Lenders shall, on the Acceptance Date, complete
               the Discount Notes by inserting the appropriate principal amount,
               Acceptance Date and maturity date in accordance with the BA
               Request relating thereto.

         6.4   MATURITY DATE OF BANKERS' ACCEPTANCES

         Subject to the applicable notice provisions, at or prior to the
         maturity date of each Bankers' Acceptance, the Canadian Borrowers
         shall:

               6.4.1 give to the Agent a notice in the form of Schedule "B"
               requesting that the Canadian Lenders convert all or any part of
               the BA Advance then outstanding by way of Bankers' Acceptances
               which are maturing into a Prime Rate Advance; or

               6.4.2 give to the Agent a notice in the form of Schedule "B"
               requesting that the Canadian Lenders extend all or any part of
               the BA Advance outstanding by way of Bankers' Acceptances which
               are maturing into another BA Advance by issuing new Bankers'
               Acceptances, subject to compliance with the provisions of
               subsection 6.1.1 with respect to the minimum Selected Amount; or

               6.4.3 no later than 10:00 A.M., on the third Business Day prior
               to the maturity date of each Bankers' Acceptance then outstanding
               and reaching maturity, notify the Agent that it intends to
               deposit in its account for the account of the Canadian Lenders on
               said maturity date an amount equal to the face amount of each
               such Bankers' Acceptance, less any portion of the related BA
               Advance that has been converted or extended pursuant to
               subsection 6.4.1 or 6.4.2 .

<PAGE>
                                                                              49


         6.5   DEEMED CONVERSIONS ON THE MATURITY DATE

         If the Canadian Borrowers do not deliver to the Agent one or more of
         the notices contemplated by subsections 6.4.1 and 6.4.2 or do not give
         the notice and make the deposit contemplated by subsection 6.4.3, the
         Canadian Borrowers shall be deemed to have requested that the part of
         the BA Advance then outstanding by way of the Bankers' Acceptance which
         is maturing be converted into a Prime Rate Advance, provided that in
         such event the interest payable in respect of any such deemed Prime
         Rate Advance shall be 115% of the interest otherwise payable on the
         Prime Rate Basis for the three (3) day period immediately following the
         maturity date of the Bankers' Acceptances in question.

         6.6   CONVERSION AND EXTENSION MECHANISM

         If under the conditions

               6.6.1 of subsection 6.4.1 and of Section 6.5, a Canadian Borrower
               requests or is deemed to have requested, as the case may be, that
               the Agent convert a portion of the BA Advance which is maturing
               into a Prime Rate Advance, the Canadian Lenders shall pay the
               applicable Bankers' Acceptances which are outstanding and
               maturing. Such payments by the Canadian Lenders will constitute a
               Prime Rate Advance within the meaning of this Agreement;

               6.6.2 of subsection 6.4.3, a Canadian Borrower makes a deposit in
               its account, without limiting in any way the generality of
               Section 19.5, such Canadian Borrower hereby expressly and
               irrevocably authorizes the Agent to make any debits necessary in
               its account in order to pay, to the extent contemplated by
               subsection 6.4.3, the Bankers' Acceptances which are outstanding
               and maturing.

         6.7   AMOUNTS GIVEN TO THE CANADIAN LENDERS DO NOT CONSTITUTE A
               PREPAYMENT

         None of the amounts debited by the Agent from a Canadian Borrower's
         account from time to time in accordance with the provisions of
         subsection 6.6.2 shall constitute a prepayment in accordance with the
         provisions of Section 9.3.

         6.8   PREPAYMENT OF BANKERS' ACCEPTANCES

         Notwithstanding any provision hereof, but subject to subsection 8.1.1,
         a Canadian Borrower may not prepay any Bankers' Acceptance other than
         on its maturity date; however, this provision shall not prevent such
         Borrower from acquiring, in its discretion but subject to the other
         provisions of this Agreement, any Bankers' Acceptance in circulation
         from time to time.

         6.9   APPORTIONMENT AMONGST THE CANADIAN LENDERS

         The Agent is authorized by the Canadian Borrowers and each Canadian
         Lender to allocate amongst the Canadian Lenders the Bankers'
         Acceptances to be issued in such manner and amounts as the Agent may,
         in its sole discretion, but acting reasonably, consider necessary,


<PAGE>
                                                                              50


         so as to ensure that no Canadian Lender is required to accept a
         Bankers' Acceptance for a fraction of Cdn.$100,000, and in such event,
         the Canadian Lenders' respective Commitment in any such Bankers'
         Acceptances and repayments thereof shall be altered accordingly.
         Further, the Agent is authorized by the Canadian Borrowers and each
         Canadian Lender to cause the proportionate share of one or more
         Lender's Advances (calculated based on its Commitment) to be exceeded
         by no more than Cdn.$100,000 each as a result of such allocations,
         provided that the principal amount of outstanding Advances, including
         BA Advances outstanding by way of Bankers' Acceptances, shall not
         thereby exceed the maximum amount of the respective Commitment of each
         Canadian Lender. Any resulting amount by which the requested aggregate
         face amount of any such Bankers' Acceptances shall have been so reduced
         shall be advanced, converted or continued, as the case may be, as a
         Prime Rate Advance, to be made contemporaneously with the BA Advance.

         6.10  CASH DEPOSITS

         Each Canadian Lender may, in its discretion, at any time, in the
         absence of any demand by a Canadian Borrower to such effect, grant an
         Advance to a Canadian Borrower, the amount of which shall be equivalent
         to the face amount of all Bankers' Acceptances then in circulation
         which have been accepted by such Canadian Lender, which Advance shall
         not bear interest. The amount of the Advance shall not be taken into
         account in order to calculate the amount of the Credit used pursuant
         hereto. The Agent shall retain the amount of the Advance in a
         non-interest bearing cash collateral account as security, for the
         benefit of such Borrower, which amount may be entirely set-off against
         the amount of the Advance and the amount of the Bankers' Acceptances in
         circulation which such Canadian Lender has accepted and may be imputed,
         in the Lender's discretion, to the payment of such Bankers' Acceptances
         at their maturity. Such Borrower shall sign and remit as security with
         regard thereto all appropriate documents which the Lenders might judge
         necessary or desirable, including an assignment of the credit balance
         of the deposit account held as security, the whole without cost to such
         Borrower save (i) after the occurrence and during the continuance of a
         Default or after the occurrence of an Event of Default which has not
         been waived, or (ii) in the context of a prepayment under Section 9.3.

         6.11  DAYS OF GRACE

         The Canadian Borrowers shall not claim from the Lenders any days of
         grace for the payment at maturity of any Bankers' Acceptances presented
         and accepted by the Lenders pursuant to the provisions of this
         Agreement. Further, each of the Canadian Borrowers waives any defence
         to payment which might otherwise exist if for any reason a Bankers'
         Acceptance shall be held by any Canadian Lender in its own right at the
         maturity thereof.

         6.12  OBLIGATIONS ABSOLUTE

         The obligations of the Canadian Borrowers with respect to Bankers'
         Acceptances shall be unconditional and irrevocable and shall be paid
         strictly in accordance with the provisions of this Agreement under all
         circumstances, including the following circumstances:

<PAGE>
                                                                              51


               6.12.1 any lack of validity or enforceability of any draft
               accepted by any Canadian Lender as a Bankers' Acceptance; o

               6.12.2 the existence of any claim, set-off, defence or other
               right which any of the Canadian Borrowers may have at any time
               against the holder of a Bankers' Acceptance, the Canadian
               Lenders, or any other person or entity, whether in connection
               with this Agreement or otherwise.

         6.13  DEPOSITORY BILLS AND NOTES ACT

         Bankers' Acceptances may be issued in the form of a depository bill and
         deposited with a clearing house, both terms as defined in the
         Depository Bills and Notes Act. The Agent and the Canadian Borrowers
         shall agree on the procedures to be followed, acting reasonably. The
         Canadian Lenders are also authorized to issue depository bills as
         replacements for previously issued Bankers' Acceptances, on the same
         terms as those replaced, and deposit them with a clearing house against
         cancellation of the previously issued Bankers' Acceptances.

7        RESTRICTIONS, LIMITATIONS AND MARKET CONDITIONS

         7.1 MARKET FOR BANKERS' ACCEPTANCES AND LIBOR ADVANCES

         If at any time or from time to time: (a) there no longer exists a
         market for Bankers' Acceptances, or (b) as a result of market
         conditions, it is not reasonably practicable to establish LIBOR, for a
         Selected Amount or a Designated Period, or (c) US Dollar deposits are
         not available to any Lender in the London Interbank or any comparable
         market in the ordinary course of business in amounts sufficient to
         permit it to make the requested Libor Advance for a Selected Amount or
         a Designated Period, such Lender shall so advise the Agent and shall
         not be obliged to honour any Notices of Borrowing in connection with
         any BA Advances or Libor Advances, and the Borrowers' option to request
         BA Advances or Libor Advances, as the case may be, shall thereupon be
         suspended upon the delivery by the Agent to the Borrowers of a notice
         corresponding to the notice provided by such Lender to the Agent as
         described above.

7.2      SUSPENSION OF BA ADVANCE AND LIBOR ADVANCE OPTION

         If a notice has been given by the Agent in accordance with Section 7.1,
         the applicable BA Advance or Libor Advance, or any part thereof, as the
         case may be, shall not be made (whether as an Advance, a conversion or
         an extension) by the applicable Lenders and the right of the Borrowers
         to choose that Advances be made or, once made, be converted or extended
         into BA Advances or Libor Advances, as the case may be, shall be
         suspended until such time as the Agent has determined that the
         circumstances having given rise to such suspension no longer exist, in
         respect of which determination the Agent shall advise the Borrowers
         within a reasonable delay.


<PAGE>
                                                                              52


         7.3   LIMITS ON BA ADVANCES, LETTERS OF CREDIT AND LIBOR ADVANCES

         Nothing in this Agreement shall be interpreted as authorizing the
         Borrowers:

               7.3.1 to issue Bankers' Acceptances or to borrow by way of Libor
               Advances, nor as obliging the Agent to accept Notices of
               Borrowing in respect of Libor Advances, in each case for a
               Designated Period that ends; nor

               7.3.2 to cause to be issued Letters of Credit that mature;

         on a date which results in a situation where the Credit cannot be
         reduced as required by this Agreement, or on a date which is after the
         expiry of the Term.

8        ILLEGALITY, INCREASED COSTS AND INDEMNIFICATION

         8.1   ILLEGALITY, INCREASED COSTS

         If a Lender, acting reasonably, determines (which determination shall
         be attested to by a certificate submitted to the Borrowers by such
         Lender with a copy to the Agent and which shall be final and binding
         between the parties hereto in the absence of manifest error) that,
         after the date hereof, there has occurred i) the adoption by a
         governmental or international authority (including the Bank for
         International Settlements (the "BIS")) of a law, directive, requirement
         or guideline, whether or not having the force of law, ii) any
         modification to a law, directive or guideline, whether or not having
         the force of law, or to the interpretation or application of same by a
         tribunal or governmental or international authority (including the BIS)
         or other body charged with such interpretation or application, or iii)
         any quashing by a tribunal or other governmental or international
         authority or body (including the BIS) of an interpretation of any law,
         directive, requirement or guideline, whether or not having the force of
         law, which:

               8.1.1 has rendered or will render it illegal or contrary to any
               law, directive or guideline for such Lender to maintain or to
               give effect to all or part of its obligations stipulated in this
               Agreement, including the obligation to make or maintain all or
               any part of a BA Advance or a Libor Advance pursuant to the terms
               hereof, then the obligation of such Lender to maintain or to give
               effect to such part of its obligations will become null and,
               subject to the provisions of the particular law, directive or
               guideline and of Section 8.2 with respect to losses, costs and
               expenses, if the Advance affected is a BA Advance, the applicable
               Borrower(s) may convert the principal amount thereof into a Prime
               Rate Advance, and if a Libor Advance, the applicable Borrower(s)
               may convert the principal amount thereof into a US Prime Rate
               Advance or a US Base Rate Advance, and pay the interest accrued
               thereon, or may reimburse the particular BA Advance or Libor
               Advance in whole with interest accrued thereon.

               Such conversion or reimbursement shall be made at the expiry of
               the relevant Designated Period which is the last to expire prior
               to the effective date of such adoption, modification or quashing,
               or, if in the judgment of such Lender expressed


<PAGE>

                                                                              53


               to the Agent in the certificate referred to above, an immediate
               conversion or reimbursement is necessary, immediately upon demand
               by the Agent; or

               8.1.2 i) has imposed, modified or deemed applicable any loan
               ceiling with respect to such Lender, or imposed, modified or
               deemed applicable any special tax, reserve, deposit, capital
               adequacy or similar requirement with respect to the assets held
               by, deposited at or used for the purchase of funds by, or to the
               loans made by such Lender, or ii) changes the basis of taxation
               on payments made to such Lender under this Agreement (other than
               a change affecting Net Income Taxes), or iii) imposes upon such
               Lender any other monetary conditions or restrictions with respect
               to this Agreement, all or any part of the Loan, as the case may
               be, or any other document contemplated hereby, and if the result
               of any of the foregoing is to increase the cost to such Lender of
               making or maintaining its Commitment or any Advance, or to reduce
               any amount otherwise receivable by such Lender hereunder with
               respect thereto, then, in any such case, the relevant Borrower(s)
               shall promptly pay to such Lender, within 10 Business Days from
               demand by the Agent, such additional amounts as are necessary to
               compensate such Lender for such additional cost or reduced amount
               receivable as determined in good faith by such Lender. The
               Lenders shall use reasonable efforts to advise the Borrowers of
               any event described in this Section 8.1 within a reasonable
               delay. If a Lender becomes entitled to claim any additional
               amounts pursuant to this Section 8.1, it shall promptly notify
               the Borrowers, through the Agent, of the event by reason of which
               it has become so entitled and provide reasonable particulars of
               the calculation of such amount. A certificate of a Lender as to
               any such additional amounts payable to it pursuant to this
               Section 8.1 shall be conclusive and binding in the absence of
               manifest error.

         8.2   INDEMNITY

         The Borrowers shall indemnify each Lender against and hold each Lender,
         as well as its directors, officers or employees, harmless from any loss
         or expense, including without limitation any loss or expense arising
         from interest or fees payable by such Lender to lenders of funds
         obtained by it in order to make or maintain any Advance and any loss or
         expense incurred in re-deploying deposits from which such funds were
         obtained, which such Lender may sustain or incur as a consequence of
         any i) default by a Borrower in the payment when due of the amount of
         or interest on any part of the Loan or in the payment when due of any
         other amount hereunder, ii) default by a Borrower in obtaining an
         Advance after such Borrower has given a Notice of Borrowing stating
         that it desires to obtain such Advance, iii) default by a Borrower in
         making any voluntary reduction of the outstanding amount of the Loan
         after such Borrower has given notice hereunder that it desires to make
         such reduction, and iv) the payment of any Bankers' Acceptance or Libor
         Advance otherwise than on the maturity date thereof (including any such
         payment required pursuant to Section 9.1 or upon acceleration pursuant
         to Section 15.2). A certificate of the Agent providing reasonable
         particulars of the calculation of any such loss or expense shall be
         conclusive and binding in the absence of manifest error. If any Lender
         becomes entitled to claim any amount pursuant to this Section 8.2, it
         shall promptly notify the Borrowers of the event by reason of which it
         has become so entitled and provide reasonable particulars of the
         related loss or expense. The Borrowers shall, within ten (10) days
         following receipt of a

<PAGE>
                                                                              54

         notice to such effect pursuant to this Section 8.2, pay to the Agents,
         for the account of the applicable Lender, the amount which such Lender
         is then entitled to receive pursuant to this Section 8.2.

         8.3   WITHHOLDING TAXES

         All payments to be made hereunder by the Borrowers, IPG and LLC shall
         be made free and clear of, and without deduction or withholding for or
         on account of, any present or future tax, levy, impost, duty, charge,
         assessment or fee (including interest, penalties and additions
         thereto), excluding Net Income Taxes (a "RELEVANT TAX"). If any
         Relevant Tax is required to be withheld from any payment due hereunder,
         the Borrowers, IPG and LLC shall, subject to the next paragraph,
         increase the amount of such payment so that the Lenders will receive a
         net amount (after deduction and withholding of all Relevant Taxes)
         equal to the amount required to be paid before giving effect to this
         Section 8.3. The Borrowers, IPG and LLC shall pay such Relevant Tax to
         the appropriate taxing authority for the account of applicable Lender
         and, as promptly as possible thereafter, send such Lender an original
         receipt showing payment thereof, together with such additional
         documentary evidence as such Lender may from time to time reasonably
         require.

         The Borrowers, IPG and LLC shall not be obliged to increase the amount
         of any payment to any non-US Lender hereunder pursuant to the preceding
         paragraph as a result of a US withholding of any Relevant Tax to the
         extent such withholding is imposed as a result of the failure of such
         Lender to timely deliver the appropriate form or forms (or successor
         form or forms) duly and properly completed establishing the Lender's
         basis for exemption from such withholding (an Internal Revenue Service
         Form W-8BEN, W-9 or other appropriate form), or the failure of such
         form or forms to establish a complete exemption from the withholding
         due to a willful error or negligent omission.

         If any Lender is entitled to a refund or credit in respect of any taxes
         on which increased amounts have been paid pursuant to this Section 8.3
         and can easily calculate same, such Lender shall, if necessary, make
         the appropriate claim for such refund or credit, and if such Lender
         receives the benefit of the refund or credit, shall within 30 days
         after its receipt, credit the amount of such to the relevant Borrower,
         IPG or LLC, as appropriate.

         8.4   SURVIVAL

         Without prejudice to the survival or termination of any other agreement
         of the Borrowers, IPG or LLC under this Agreement, the obligations of
         the Borrowers under Sections 8.2 and 8.3 shall survive the payment in
         full of all principal and interest on the Loan and the termination of
         the Credit.
<PAGE>

                                                                            55
9        PAYMENT, REPAYMENT AND PREPAYMENT

         9.1   REPAYMENT OF THE LOAN

         The relevant Borrowers hereby agree to repay the principal amount of
         the Loan attributable to each Facility on the last day of the Term of
         such Facility. Notwithstanding the foregoing:

               9.1.1 the Credit under Facility B shall be reduced by
               US$3,500,000 on each of September 30, 2002, December 31, 2002,
               March 31, 2003, June 30, 2003 and September 30, 2003; and

               9.1.2 the Credit under Facility C shall be reduced by
               US$5,000,000 on the last day of each calendar quarter beginning
               on the earlier of (i) March 31, 2004 and (ii) the last day of the
               calendar quarter immediately following the calendar quarter in
               which the repayment and cancellation of Facility B occurs.

         In no event shall the aggregate outstanding principal amount of the
         Loans attributable to Facility B or Facility C exceed the Credit under
         such Facility as reduced pursuant to this Section 9.1. The Facility B/C
         Borrower shall repay all amounts necessary to ensure that such
         reductions do not cause the aggregate outstanding principal amount of
         the Loan attributable to Facility B or Facility C to exceed the Credit
         under such Facility at any time.

         9.2   AMOUNT AND APPORTIONMENT OF MANDATORY REPAYMENTS

               9.2.1 RESULTING FROM EQUITY OR DEBT:

               If any member of the Restricted Group:

                    (a)  issues any Equity Interests of any nature whatsoever,
                         other than (i) those arising out of the exercise of
                         employee stock options in the ordinary course at an
                         exercise price up to an aggregate maximum of
                         US$5,000,000 per fiscal year of IPG, or (ii) to another
                         member of the Restricted Group, or

                    (b)  issues any Debt of the nature contemplated in the
                         fourth subsection of the definition of "Margin" (other
                         than (i) Debt owing by one member of the Restricted
                         Group to another member thereof, and (ii) a replacement
                         of Facility A after it has expired and otherwise in
                         accordance with the provisions hereof),

               the net proceeds received by the Restricted Group from such
               issuance, creation or assumption shall, within 10 days following
               receipt thereof, be used to repay the Loan as follows, in each
               case subject to the provisions of Section 9.2.5 and to Pro Rata
               Sharing: (i) all of the net proceeds thereof shall first be
               applied to repay the

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                                                                              56


               Loan, and the Credit under Facility B will be reduced by an
               amount equal to the amount of such repayment, and then (ii) once
               Facility B has been repaid and the Credit thereunder cancelled,
               75% of the remaining net proceeds shall be applied to repay the
               Loan, and the Credit under Facility C will be reduced by an
               amount equal to the amount of such repayment.

               9.2.2 RESULTING FROM EXCESS CASH FLOW:

               In addition to the other repayments required under this Section
               9.2 and to the payments required pursuant to Section 9.1 hereof,
               but subject to the next succeeding paragraph, on the 63rd day
               following the end of each fiscal quarter commencing with IPG's
               fiscal quarter ending March 31, 2002, the Facility B/C Borrower
               shall make Mandatory Repayments equal to 75% of Excess Cash Flow
               for such fiscal quarter. Notwithstanding the foregoing and
               provided that each of Facility B and Facility C is fully drawn at
               the time payment is due, the amount of each quarterly Mandatory
               Repayment payable under this paragraph of this subsection and
               after giving effect thereto shall be limited to a maximum amount
               such that the principal amount of the Loan outstanding under
               Facility A (net of Available Cash in the Restricted Group) will
               not exceed US$35,000,000. Payment of the balance of such
               Mandatory Repayment (the "DEFERRED AMOUNT") shall be deferred to
               the next scheduled date for a Mandatory Repayment under this
               paragraph.

               Upon the repayment and cancellation of Facility B, and commencing
               with the fiscal year-end of the fiscal year in which such
               repayment occurs, within 120 days following the end of each
               fiscal year of IPG, the Facility B/C Borrower shall make (in lieu
               of the Mandatory Repayments required by the immediately preceding
               paragraph) Mandatory Repayments equal to 50% of Excess Cash Flow
               for such fiscal year, less, for greater certainty, Mandatory
               Repayments made for the same fiscal year (or any portion thereof)
               prior to the repayment and cancellation of Facility B under the
               preceding paragraph, if any. Such percentage shall be reduced to
               35% for any fiscal year (a) in which IPG's Total Debt to EBITDA
               ratio calculated in accordance with the provisions of subsection
               13.11.4 is less than 2.5:1 on the last day of such fiscal year,
               or (b) IPG has obtained a credit rating in respect of its
               long-term, senior unsecured Debt, of "BBB" or better by Standard
               & Poor's (or an equivalent credit rating by Moody's) and such
               rating is then in full force and effect, not having been
               withdrawn, the whole provided that, in the case of (a) or (b)
               above, no Default or Event of Default exists on the payment date.

               9.2.3 RESULTING FROM INSURANCE PROCEEDS AND TAKINGS:

               The Restricted Group shall make all Mandatory Repayments required
               hereunder and under the Inter-Creditor Agreement with respect to
               insurance proceeds and "Takings" (as such term is defined in the
               Inter-Creditor Agreement), in the manner set forth in such
               agreements.


<PAGE>
                                                                              57


               9.2.4 PRO RATA SHARING:

               Subject to the provisions of the next paragraph of this
               subsection 9.2.4, the proceeds representing each Mandatory
               Repayment shall be shared between the Lenders and the holders of
               the Notes. Such proceeds shall be allocated among such Lenders
               and the holders of the Notes based on the outstanding principal
               amount of the Loans under Facility B and Facility C and the
               outstanding principal amount of the Notes, determined in each
               case as of the date of such Mandatory Repayment. Such proceeds:
               (a) shall be allocated on a pro rata basis (i.e., based on the
               outstanding principal amount of the Loans under Facility B and
               Facility C and the outstanding principal amount of the Notes,
               respectively, to the sum total of such amounts); (b) to the
               extent payable to the Lenders, shall be paid firstly to the
               Facility B Lenders, secondly to the Facility C Lenders and
               thirdly, to the Facility A Lenders in accordance with each
               Lender's respective Commitment under the relevant Facility; and
               (c) to the extent payable to the holders of the Notes, shall be
               offered by IPG to all holders of Notes, on a pro rata basis (in
               accordance with the respective outstanding principal amounts of
               the Notes then held by each such holder) as a prepayment thereof,
               in each case, as provided in the Note Agreements. Any portion of
               such proceeds which is refused by a holder of Notes, or for which
               no response is received within the applicable delay following the
               offer to prepay, shall be re-offered on a pro rata basis to those
               holders of Notes which have accepted such offer in whole or in
               part, the whole in accordance with the provisions of the Note
               Agreement and the Inter-Creditor Agreement. To the extent that
               the remaining proceeds are not accepted for prepayment by such
               holders within the applicable delay, such proceeds shall be paid
               to the Lenders as provided in clause (b) above. Notwithstanding
               any other provision hereof, the Borrowers shall use reasonable
               efforts to maximize the amount of the Loans allocated to Facility
               B and Facility C on any date on which a Mandatory Repayment is to
               be made, so as to maximize the pro rata share of the Lenders with
               respect to any such Mandatory Repayment.

               Notwithstanding the foregoing, the first US$5,000,000 of
               Mandatory Repayments arising pursuant to subsection 9.2.2 shall
               be applied firstly to repay the Loan without having to share
               under the preceding paragraph. In addition, to the extent that
               the aggregate amount of the Equity Interests or Debt issued as
               described in subsection 9.2.1 exceeds the amount of the Loan
               under Facility B, such excess amount shall be paid to the Lenders
               alone, without Pro Rata Sharing, provided that no Default has
               occurred and is continuing and no Event of Default has occurred
               and has not been waived.

               9.2.5 NO REIMBURSEMENT:

               In no circumstances shall any Mandatory Repayment be reimbursed
               to the Facility B/C Borrower.

               All Mandatory Repayments under Section 9.2: (i) shall be applied
               firstly to repay the Loan under Facility B, secondly to repay the
               Loan under Facility C (in each case in inverse order of the
               scheduled reductions under Section 9.1), and thirdly to reduce


<PAGE>
                                                                              58


               the Loan under Facility A, and (ii) shall result in a
               corresponding permanent reduction in the amount of the Credit
               available under firstly, Facility B and secondly Facility C. No
               permanent reduction of Facility A will occur as a result of any
               Mandatory Repayment, including any Mandatory Repayment arising
               pursuant to the provisions of subsection 9.2.3 with respect to
               insurance proceeds received in relation to Operating Assets,
               saving the rights of the Lenders if a Default has occurred and is
               continuing or if an Event of Default has occurred and not been
               waived.

               The relevant Borrower(s) shall advise the Agent of its intention
               to make any Mandatory Repayment by notice in writing at least 3
               Business Days before the Mandatory Repayment is due.

         9.3   VOLUNTARY PREPAYMENT, REDUCTION AND CANCELLATION OF THE CREDIT

         On any Business Day during the Term, after having given notice to the
         Agent at least five (5) days prior thereto, the Borrowers may, subject
         to the provisions of Section 9.5, cancel any portion of the Credit
         under Facility A, Facility B or Facility C which is not then drawn by
         the Borrowers or which the Borrowers will repay prior to or
         contemporaneously with such cancellation. No Standby Fee shall be
         payable in respect of any portion of the Credit cancelled pursuant to
         the provisions of this Article 9 as and from the effective date of its
         cancellation. No Borrower shall be permitted to draw Advances in
         respect of any portion of the Credit so cancelled.

         In addition, on any Business Day during the Term, upon the same notice
         prior to the proposed prepayment and without penalty, a Borrower may
         repay or prepay in minimum amounts of US$1,000,000, or in whole
         multiples of such amount, all or part of the principal amount of the
         Loan, provided that in respect of any Libor Advance, no repayment may
         be made on a day other than the maturity date of such Advance, save as
         provided in Sections 8.2 and 9.4, and in respect of any BA Advance no
         prepayment shall be made on a date other than a maturity date of the
         related Bankers' Acceptances outstanding at such time, save as provided
         in Sections 8.2 and 9.4, with, in each case, all interest accrued and
         unpaid on the amounts so prepaid. Notwithstanding the foregoing, such
         Borrower shall provide to the Lenders, contemporaneously with its
         repayment and in accordance with the provisions of Section 6.10, cash
         deposits in an amount equal to the Bankers Acceptances in circulation.

         9.4   PAYMENT OF LOSSES RESULTING FROM A PREPAYMENT

         If a prepayment or Mandatory Repayment in respect of any BA Advance or
         Libor Advance is made pursuant to the provisions of this Article 9 on a
         date other than the last day of the applicable Designated Period, then
         the relevant Borrower(s) shall pay to the Lenders the losses, costs and
         expenses suffered or incurred by the Lenders with respect to such
         prepayment or Mandatory Repayment, in each case as and to the extent
         required by Section 8.2 and Section 8.3, if applicable.


<PAGE>
                                                                              59


         9.5   VOLUNTARY REDUCTIONS OF THE CREDIT

         Each partial cancellation of the Credit under Section 9.3 shall be
         applied first to the scheduled reductions for Facility B, second to the
         scheduled reductions for Facility C and then to Facility A, in inverse
         order of maturity for Facility B and Facility C.

         9.6   CURRENCY OF MANDATORY REPAYMENTS AND PAYMENTS

         All payments, repayments, prepayments or Mandatory Repayments, as the
         case may be:

               9.6.1 of principal under the Loan, or any part thereof, shall be
               made in the same currency as that in which such principal (or
               part thereof) is outstanding;

               9.6.2 of interest, shall be made in the same currency as the
               principal amount outstanding to which they relate;

               9.6.3 of Fees, shall be made in U.S. Dollars alone; and

               9.6.4 of the amounts referred to in Section 8.2, shall be made in
               the same currency as the losses, costs and expenses suffered or
               incurred by the applicable Lender.

         9.7   PAYMENTS BY THE BORROWERS TO THE AGENTS

         All payments to be made by the Borrowers in connection with this
         Agreement shall be made in funds having same day value to the
         applicable Agent (as determined pursuant to Section 18.19) at its
         Branch, or at any other office or account in Canada or the United
         States of America designated by such Agent, except that payments in
         respect of Swing Line Advances shall be so made to the Swing Line
         Lenders as directed by them. Any such payment shall be made on the date
         upon which such payment is due, in accordance with the terms hereof, no
         later than 11:00 A.M., New York time.

         9.8   PAYMENT ON A BUSINESS DAY

         Each time a payment, repayment, prepayment or Mandatory Repayment is
         due on a day which is not a Business Day, it shall be made on the
         previous Business Day, except in the case of Swing Line Loans where it
         shall be made on the next Business Day.

         9.9   PAYMENTS BY THE LENDERS TO THE AGENTS

         Any amounts payable to an Agent by a Lender shall be paid in funds
         having same day value to the Agent by such Lender on a Business Day at
         the applicable Branch.

         9.10  PAYMENTS BY THE AGENT TO THE BORROWERS

         Any amounts payable to the Borrowers by an Agent shall be paid by the
         applicable Agent on a Business Day, in funds having same day value, to
         the Canadian Borrowers' or the U.S. Borrowers' account, as the case may
         be, located at such Agent's Branch.


<PAGE>
                                                                              60


         9.11  NETTING

         On the date of any Advance or on a Rollover Date (a "TRANSACTION
         DATE"), an Agent shall be entitled to net amounts payable on such date
         by the Agent to a Lender against amounts payable in the same currency
         on such date by such Lender to the Agent, for the account of the
         Borrowers. Similarly, on any Transaction Date, each of the Borrowers
         hereby authorizes each Lender to net amounts payable in one currency on
         such date by such Lender to an Agent, for the account of such Borrower,
         against amounts payable hereunder in the same currency on such date by
         such Borrower to such Lender in accordance with the Agent's
         calculations made in accordance with the provisions of this Agreement.

         9.12  APPLICATION OF PAYMENTS

               9.12.1 Except as otherwise indicated herein, all payments made to
               an Agent by the Borrowers for the account of the Lenders shall be
               distributed the same day by the Agent, in accordance with its
               normal practice, in funds having same day value, among the
               Lenders to the accounts last designated in writing by each Lender
               to the Agent, pro rata in accordance with their respective
               Commitments, subject to adjustment, if necessary, as a result of
               any disproportion in Loans that may be owing to a Lender, whether
               as a result of the Swing Line Loan or otherwise, or as a result
               of the application of the other provisions of this Agreement
               (including Section 8.2), and notice thereof shall be given to the
               relevant Borrower(s) by the Agent within a reasonable delay.

               9.12.2 Except as otherwise indicated herein or as otherwise
               determined by the Lenders, all payments made to the Agent on
               behalf of the Lenders by the Borrowers shall be applied by the
               Lenders as follows:

                    (a)  to the fees, costs, expenses and accessories
                         contemplated by Article 8, Section 15.6 and Section
                         19.5 or by the Security Documents;

                    (b)  to all amounts due under Article 5 hereunder;

                    (c)  to the repayment of the principal amount of the Loan
                         subject, in the case of prepayments and Mandatory
                         Repayments, to the imputation rules set out in Sections
                         9.2 and 9.5;

                    (d)  to any other amounts due pursuant to this Agreement.

         9.13  NO SET-OFF OR COUNTERCLAIM BY BORROWERS

         All payments by the Borrowers shall be made free and clear of and
         without any deduction for or on account of any set-off or counterclaim.


<PAGE>
                                                                              61


         9.14  DEBIT AUTHORIZATION

         Each Agent is hereby authorized to debit each member of the Restricted
         Group's account or accounts maintained from time to time at the Branch
         or elsewhere, and to set off and compensate against any and all
         accounts, credits and balances maintained at any time by any member of
         the Restricted Group for the amount of any interest or any other
         amounts due and owing hereunder from time to time payable by the
         Borrowers, in order to obtain payment thereof, provided, however, that
         the foregoing provision, insofar as it relates to amounts due and owing
         in respect of Facility B or Facility C, and Facility A during any
         Release Period arising pursuant to the provisions of the second
         paragraph of Section 10.3, is subject to the applicable provisions of
         the Inter-Creditor Agreement, if any. The Agent agrees to give notice
         of any such debit, set off or compensation within a reasonable delay
         thereafter, provided that the failure to give such notice shall not
         invalidate any action taken by the Agent nor render it liable to any
         member of the Restricted Group.

10       SECURITY

         10.1  SECURITY FOR ADVANCES UNDER FACILITY A

         As general and continuing security for the performance by the Facility
         A Borrowers of their obligations to the Facility A Lenders in
         connection with all Loans under Facility A in accordance with the terms
         hereof and the Security Documents relating to Facility A, and of their
         obligation to repay all amounts owing by them to such Lenders in
         principal, interest and accessories hereunder and of their obligations
         arising under any other undertaking given in connection herewith or
         therewith, as any of the same are, from time to time, amended,
         restated, amended and restated, extended or renewed, the Facility A
         Borrowers shall:

               10.1.1 execute and cause to be executed by each Restricted
               Subsidiary that is not a Facility A Borrower a first-ranking
               security agreement and hypothec charging Operating Assets
               (subject only to Permitted Charges), in favour of, respectively,
               the US Collateral Agent and the Canadian Collateral Agent, on
               behalf of the Facility A Lenders, and register or publish same as
               promptly as practicable thereafter wherever it would be necessary
               or useful to do so in order to perfect or enforce same;

               10.1.2 cause to be executed by IPG, LLC and each other Restricted
               Subsidiary that is not a Facility A Borrower an unconditional
               joint and several guarantee and postponement of claims, in favour
               of the Agent, the US Collateral Agent and the Canadian Collateral
               Agent, on behalf of the Facility A Lenders, of the obligations of
               the Facility A Borrowers under this Agreement and the Security
               Documents relating to Facility A;

               10.1.3 [INTENTIONALLY DELETED];

               10.1.4 by way of collateral security, transfer and assign and, to
               the extent permitted by applicable Laws, cause to be transferred
               and assigned to the Canadian Collateral Agent and the US
               Collateral Agent on behalf of the Facility A Lenders, as their


<PAGE>
                                                                              62


               interests may appear, all right, title and interest in and to all
               indemnities, proceeds, benefits and advantages arising under any
               insurance policy or contract protecting the Persons mentioned in
               subsection 10.1.1 and their Operating Assets, activities,
               business interruption and third party liability against any form
               of loss, or cause such agents on behalf of the Facility A Lenders
               to be named in such policies as a named insured as their
               interests may appear, and deliver to such agents certificates of
               insurance with respect thereto in form and substance reasonably
               satisfactory to the Agent; and

               10.1.5 execute one or more promissory notes in favour of each
               Lender for the full amount of its Commitment under Facility A.

         10.2  SECURITY FOR ADVANCES UNDER FACILITY B AND FACILITY C

         As general and continuing security for the performance by the Facility
         B/C Borrower of its obligations to the Facility B and Facility C
         Lenders in connection with all Loans under Facility B and Facility C in
         accordance with the terms hereof and the Security Documents in relation
         to Facility B and Facility C, for the performance of the Derivative
         Obligations, and of the Facility B/C Borrower's obligation to repay all
         amounts owing by the Facility B/C Borrower to the Facility B and
         Facility C Lenders in principal, interest and accessories hereunder,
         and of its obligations arising under any other undertaking given in
         connection herewith or therewith, as any of the same are, from time to
         time, amended, restated, amended and restated, extended or renewed, the
         Facility B/C Borrower shall:

               10.2.1 execute and cause to be executed by each of the Facility A
               Borrowers and all other Restricted Subsidiaries, a second-ranking
               security agreement and hypothec charging Operating Assets
               (subject only to the interest of the Facility A Lenders and to
               Permitted Charges), in favour of, respectively, the US Collateral
               Trustee and the Canadian Collateral Trustee, on behalf of the
               Facility B and Facility C Lenders and the holders of the Notes,
               and register or publish same as promptly as practicable
               thereafter wherever it would be necessary or useful to do so in
               order to perfect or enforce same;

               10.2.2 cause to be executed by IPG, LLC and all other Restricted
               Subsidiaries other than Facility B/C Borrower an unconditional
               joint and several guarantee and postponement of claims, in favour
               of the US Collateral Trustee and the Canadian Collateral Trustee,
               on behalf of the Facility B and Facility C Lenders, of the
               obligations of the Facility B/C Borrower under this Agreement and
               the Security Documents relating to Facility B and Facility C;

               10.2.3 execute and cause to be executed by each other member of
               the Restricted Group in favour of respectively, the Canadian
               Collateral Trustee and the US Collateral Trustee, on behalf of
               the Facility B and Facility C Lenders and the holders of the
               Notes, a first-ranking (subject only to Permitted Charges and to
               the Charges on the Operating Assets in favour of the Canadian
               Collateral Agent and the US Collateral Agent on behalf of the
               Facility A Lenders) hypothec, General


<PAGE>
                                                                              63


               Security Agreement, debentures and, where applicable, mortgages
               (except to the extent provided in the undertaking described in
               subsection 11.1.21) charging all of its property and assets,
               personal and real, wherever located (and/or, at the option of
               such trustees or the Lenders, by way of a debenture or other
               instrument containing the same Charges), except to the extent
               otherwise provided therein, and cause to be registered as
               promptly as practicable thereafter all appropriate financing
               statements and applications for registration under the Uniform
               Commercial Code provisions applicable in each State of the USA,
               under the Personal Property Security Acts of each common law
               province of Canada and under the Civil Code of Quebec, in each
               case where it would be necessary or useful to do so in order to
               perfect or enforce same, as well as all appropriate mortgage
               registrations under the applicable legislation in each of such
               states and provinces;

               10.2.4 to the extent required by the Lenders, execute and cause
               to be executed by each other member of the Restricted Group a
               first-ranking assignment (subject only to Permitted Charges), by
               way of collateral security, of the contracts governing or
               evidencing intellectual property rights (to the extent that such
               assignment is not prohibited by the terms of the agreements
               governing such rights) in favour of, respectively, the US
               Collateral Trustee and the Canadian Collateral Trustee on behalf
               of the Facility B and Facility C Lenders and the holders of the
               Notes and provide notification thereunder and register same as
               promptly as practicable thereafter wherever it would be necessary
               or useful to do so in order to perfect or enforce same;

               10.2.5 [INTENTIONALLY DELETED]

               10.2.6 by way of collateral security, transfer and assign and, to
               the extent permitted by applicable Laws, cause to be transferred
               and assigned to the Canadian Collateral Trustee and the US
               Collateral Trustee on behalf of the Facility B and Facility C
               Lenders and the holders of the Notes, as their interests may
               appear, all right, title and interest in and to all indemnities,
               proceeds, benefits and advantages arising under any insurance
               policy or contract protecting the members of the Restricted Group
               and their property, activities, business interruption and third
               party liability against any form of loss, or cause such trustees
               on behalf of the Facility B and Facility C Lenders and the
               holders of the Notes to be named in such policies as a named
               insured as their interests may appear, and deliver to such
               trustees certificates of insurance with respect thereto in form
               and substance reasonably satisfactory to the Agent. The interest
               of such trustees in all proceeds of the insurance covering
               Operating Assets shall be subordinated to the interests of the
               Canadian Collateral Agent and the US Collateral Agent to the
               extent provided in the Inter-Creditor Agreement;

               10.2.7 execute and cause to be executed by IPG and each other
               relevant Restricted Subsidiary a first ranking pledge of (i) the
               shares or other Equity Interests of each Restricted Subsidiary
               and (ii) all instruments evidencing Debt owing to such Person
               from another member of the Restricted Group (in each case subject
               only to


<PAGE>
                                                                              64


               Permitted Charges), in favour of the Canadian Collateral Trustee
               and the US Collateral Trustee, as the case may be, on behalf of
               the Facility B and Facility C Lenders and the holders of the
               Notes, and register or publish same as promptly as practicable
               thereafter whenever it would be necessary or useful to do so in
               order to perfect or enforce same. In the case of a pledge by a
               member of the Restricted Group organized under the laws of a
               state of the United States of the shares or other Equity
               Interests of another member of the Restricted Group organized
               under the laws of Canada or any province thereof, such pledge
               shall be limited to less than 662/3% of such shares or other
               Equity Interests;

               10.2.8 execute promissory notes in favour of each Lender for the
               full amount of its Commitment under Facility B and Facility C;
               and

               10.2.9 execute and cause to be executed by all members of the
               Restricted Group the Inter-Creditor Agreement and (in the case of
               members of the Restricted Group organized under the laws of a
               state of the United States) the Collateral Trust Indenture.

               The Security described in this Section 10.2 shall rank pari passu
               in the manner provided in the Inter-Creditor Agreement and the
               other Security Documents with the security granted in favour of
               the holders of the Notes. All hypothecs shall be granted for an
               amount of Cdn.$1,000,000,000. Notwithstanding anything else to
               the contrary herein, the Security under Facility B and Facility C
               shall also secure all of the obligations of the Facility A
               Borrowers during any Release Period arising pursuant to the
               second paragraph of Section 10.3.

         10.3  RELEASE PERIODS

         At any time when IPG's ratio of Total Debt, determined as at the end of
         each of the four most recently ended fiscal quarters of IPG, is less
         than or equal to 250% of IPG's EBITDA for the period of four
         consecutive fiscal quarters ended at the end of each of such four most
         recently ended fiscal quarters of IPG, and it has maintained a credit
         rating for each of its two previous fiscal quarters with respect to its
         long-term, senior unsecured Debt of "BBB" or better by Standard &
         Poor's or an equivalent credit rating by Moody's or an equivalent
         agency acceptable to the Lenders (for the purpose of this paragraph,
         the "CONDITIONS"), the Borrowers may send to the Agent a notice (the
         "RELEASE NOTICE") requesting that, commencing on a date that is not
         less than 10 Business Days after the date of the Release Notice (the
         "RELEASE DATE"), the Lenders direct the Canadian Collateral Agent, the
         US Collateral Agent, the Canadian Collateral Trustee and the US
         Collateral Trustee not to enforce the Security described in subsections
         10.1.1, 10.1.4, 10.2.1, 10.2.3, 10.2.4, 10.2.6 and 10.2.7 during the
         Release Period (the "DIRECTION"). Upon receipt of all evidence that the
         Agent or the Lenders may reasonably require to substantiate (i) the
         validity of the Release Notice, and (ii) that the holders of the Notes
         have agreed not to enforce any of the security granted in their favor
         by the Restricted Group during the applicable Release Period, and
         provided that the provisions of Section 10.3.6 have been met to the
         Agent's and the Lenders' reasonable satisfaction, the Agent shall
         forthwith notify the Borrowers, IPG and


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                                                                              65


         the Lenders (the "AGENT'S NOTICE") that such is the case and the
         Lenders shall issue the Direction. Thereafter, if either Condition is
         not being met, the Agent shall send to the Borrowers a notice to that
         effect (the date of such notice is herein referred to as the "RELEASE
         TERMINATION DATE") and the Direction shall be deemed to no longer
         apply. "RELEASE PERIOD" shall mean the period commencing on the Release
         Date and terminating on the Release Termination Date.

         In addition to the foregoing, at any time when IPG's ratio of (a) Total
         Debt (determined as at the end of each of the four most recently ended
         fiscal quarters of IPG) is less than or equal to 275% of IPG's EBITDA
         for the period of four consecutive fiscal quarters ended at the end of
         each of such four most recently ended fiscal quarters of IPG, and (b)
         Total Debt to Total Capitalization is less than or equal to 40% as of
         the end of the four most recently ended fiscal quarters, and IPG has
         maintained a credit rating for each of its two previous fiscal quarters
         with respect to its long-term, senior unsecured Debt of "BBB -" or
         better by Standard & Poor's or an equivalent credit rating by Moody's
         (for the purpose of this paragraph, the "CONDITIONS"), the Facility A
         Borrowers may send to the Agent a Release Notice requesting that,
         commencing on the Release Date, the Security described in subsections
         10.1.1 and 10.1.4 shall rank pari passu with the Security granted
         pursuant to Section 10.2 in favor of the Lenders under Facility B and
         Facility C and in favor of the holders of the Notes, the whole as set
         forth in the Inter-Creditor Agreement. The second, third and fourth
         sentences of the preceding paragraph shall apply to this paragraph
         mutatis mutandis. For greater clarity, the Security under Facility A
         described in Section 10.1 may be enforced during the Release Period
         under this paragraph, provided that no Release Period under the
         preceding paragraph shall be in effect, but such enforcement shall be
         subject to the applicable provisions of the Inter-Creditor Agreement.

         Notwithstanding the preceding paragraphs, it is agreed that:

               10.3.1 the registrations of the Security shall not be affected
               during any Release Period;

               10.3.2 the Margins, Stamping Fees and Letter of Credit fees shall
               be negotiated between the parties as provided in the third
               subsection of the term "Margin" and upon the expiry of any
               Release Period, the original Margins, Stamping Fees and Letter of
               Credit fees shall once again apply;

               10.3.3 the conditions of subsection 13.14 hereof shall be met at
               all times during any Release Period;

               10.3.4 the percentage limitation on Priority Debt provided for in
               subsection 14.2.1(c) shall become 12.5% during the Release Period
               only;

               10.3.5 each credit rating shall also be in full force and effect
               at the time a Release Notice is given, not having been withdrawn
               or placed on a credit watch or negative implication; and


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                                                                              66


               10.3.6 the Lenders shall not be obliged to send the Direction if
               a Default or Event of Default existed on the date of the Release
               Note or exists on the Release Date.

11       CONDITIONS PRECEDENT

         11.1  INITIAL ADVANCE UNDER THE CREDIT

         The obligation of the Lenders to make an initial Advance under the
         Credit is conditional upon each of the following conditions having been
         satisfied, together with the conditions set out in Section 11.2, to the
         entire satisfaction of the Lenders and their legal counsel:

               11.1.1 certified copies of all of the organizational documents,
               by-laws and authorizing resolutions of each member of the
               Restricted Group shall have been provided to the Canadian
               Collateral Trustee and the US Collateral Trustee;

               11.1.2 except as otherwise provided in the undertaking
               contemplated by Section 11.1.21, all Charges on the property of
               the Restricted Group, other than Permitted Charges, shall have
               been discharged;

               11.1.3 each of this Credit Agreement and the Security Documents
               shall have been executed, delivered, issued or assigned and
               registered or published, as the case may be, wherever required by
               the Lenders;

               11.1.4 all of the certificates or other instruments representing
               the Securities and the debt instruments to be pledged pursuant to
               the pledge agreements described in subsection 10.2.7 shall have
               been remitted to the Canadian Collateral Trustee or the US
               Collateral Trustee;

               11.1.5 a confirmation shall have been received from IPG that,
               with the exception of the Unrestricted Subsidiaries, all of IPG's
               Subsidiaries (including Central Products Company and all the
               companies mentioned in the first paragraph of subsection 11.1.13
               hereof) as of the date hereof are and shall remain Restricted
               Subsidiaries unless such Restricted Subsidiaries are sold,
               transferred or dissolved as permitted in accordance with the
               terms hereof;

               11.1.6 IPG and the Restricted Subsidiaries shall have obtained
               all necessary governmental, regulatory and other approvals and
               all Laws, including Environmental Laws, shall have been complied
               with in all material respects;

               11.1.7 each member of the Restricted Group shall hold all
               material permits and licences necessary to operate their
               businesses and all of same shall be in good standing, including
               all material environmental permits;


<PAGE>
                                                                              67


               11.1.8 the December 31, 2000 year-end Consolidated financial
               statements of IPG and its 4 year financial projections, including
               projected financial statements and IPG's proposed capital
               expenditure program, shall have been delivered to the Agent, and
               shall be satisfactory to the Lenders;

               11.1.9 the results of the due diligence conducted by the Agent
               concerning the Restricted Group's operations, projections,
               assets, legal situation and organizational structure, financial
               and commercial status, environmental liability and compliance and
               accounting systems and methods, shall be completely satisfactory
               to the Lenders, acting reasonably;

               11.1.10 the Agent shall have received copies of all title
               opinions and title insurance and all environmental and search
               reports it may reasonably require;

               11.1.11 no Law shall be in effect that would materially adversely
               affect the ability of any member of the Restricted Group to
               perform its obligations under this Agreement and the Security
               Documents or to provide the Security;

               11.1.12 each of IPG and the Borrowers shall have delivered to the
               Agent a certificate in the form of Schedule "E" signed by a
               Responsible Officer stipulating and certifying that:

                    (a)  such officer has taken cognizance of all the terms and
                         conditions of this Agreement, the Security Documents
                         and of all contracts, agreements and deeds pertaining
                         hereto;

                    (b)  (i) nothing has come to such officer's attention, after
                         due inquiry, that would cause him/her to believe that
                         the financial results and statements contained in the
                         issued financial statements of IPG, as delivered, are
                         materially inaccurate or false in any manner
                         whatsoever, and (ii) any projected financial
                         information provided to the Agent is (a) based on
                         reasonable, good faith assumptions on the part of IPG
                         and (b) has been prepared in accordance with GAAP as in
                         effect at the date of the certificate;

                    (c)  all representations and warranties contained in this
                         Agreement continue to be true and correct in all
                         material respects (except where stated to be made as of
                         one specific date alone);

                    (d)  no Default has occurred and is continuing and no Event
                         of Default has occurred which has not been waived; and

                    (e)  each member of the Restricted Group holds the permits,
                         licences and authorizations required in order to permit
                         it to


<PAGE>
                                                                              68


                         possess its property and its real estate and to carry
                         on its business in the manner in which it is being
                         carried on at present;

               11.1.13 there shall have been delivered to the Agent a written
               undertaking from the Facility B/C Borrower and each of the
               Facility B/C Borrower's Subsidiaries, including LLC and Canco,
               pursuant to which each of them undertakes that for so long as any
               of the Borrowers or IPG has any obligations to the Agent and the
               Lenders hereunder:

                    (a)  it shall not carry on any business, except as provided
                         in Section 14.3;

                    (b)  it shall not, individually or collectively, incur or
                         have at any time any Indebtedness, except to a
                         Wholly-owned Restricted Subsidiary, and Indebtedness
                         constituting Guarantees in respect of the Loan, the
                         Notes or any facility which replaces Facility A upon
                         the expiry of its Term, in excess of an aggregate
                         amount of US $100,000, and, in the case of the Facility
                         B/C Borrower, any Indebtedness permitted hereunder;

                    (c)  LLC shall not assign or transfer its rights against any
                         Restricted Subsidiary with respect to amounts owed to
                         it by such Restricted Subsidiary to any Person other
                         than a member of the Restricted Group, except as
                         provided in the pledge agreements described in
                         subsection 10.2.7 or as security for its Guarantee in
                         respect of any facility which replaces Facility A upon
                         expiry of its Term;

               11.1.14 the Collateral Trust Indenture and the Inter-Creditor
               Agreement shall have been entered into, in form and substance
               satisfactory to the Agent, the Lenders, the holders of the Notes
               and the other parties thereto;

               11.1.15 the Note Agreements shall have been amended and restated
               as contemplated by the definition thereof to ensure that the Loan
               under Facility A forms part of Priority Debt and in form and
               substance otherwise reasonably acceptable to the Lenders;

               11.1.16 evidence shall have been provided to the Agent that on
               September 30, 2001, IPG had a ratio of Total Debt to EBITDA (for
               the four fiscal quarters ended September 30, 2001, treated as a
               single accounting period) not exceeding 5.8:1;

               11.1.17 a Responsible Officer of LLC shall have certified in
               writing that LLC has not made any loans or advances to any Person
               other than to IPG (US) Inc.;

<PAGE>
                                                                              69


               11.1.18 the Borrowers shall have delivered to the Agent the
               favourable legal opinion of the counsel to the Restricted Group,
               addressed to the Lenders and the Agent, in form and substance
               satisfactory to the Agent, covering such matters pertaining to
               the transactions contemplated hereunder as are required by the
               Agent, acting reasonably;

               11.1.19 each of the Existing Credit Facilities and the existing
               Creditor Agreement dated as of June 10, 1999, as amended, shall
               have been cancelled;

               11.1.20 the Borrowers and the Agent shall have executed a fee
               letter, satisfactory to the Agent, with respect to the agency fee
               described in subsection 5.14.6;

               11.1.21 the Borrowers shall have delivered to the Agent an
               undertaking in form and in substance satisfactory to the Agent,
               which undertaking shall relate to, without limitation, the
               registration of the Security (including any registrations
               specific to intellectual property), environmental matters, the
               discharge of Charges for which no Debt is outstanding, and the
               delivery of certain leasehold mortgages, lease amendments,
               landlord consents and title commitments; and

               11.1.22 the Restricted Group shall have executed a US
               environmental indemnification agreement (the "US ENVIRONMENTAL
               INDEMNIFICATION AGREEMENT") and a Canadian environmental
               indemnification agreement (the "CANADIAN ENVIRONMENTAL
               INDEMNIFICATION AGREEMENT") satisfactory to the Lenders.

         11.2  CONDITIONS PRECEDENT TO ANY ADVANCE

         The obligation of the Lenders to make any Advance under the Credit is
         conditional upon each of the following conditions having been
         satisfied:

               11.2.1 the representations and warranties contained in this
               Agreement shall continue to be true and correct in all material
               respects (except where stated to be made as at a particular
               date);

               11.2.2 the Borrowers shall have paid all amounts due to the
               Agent, the Arrangers and the Lenders up to the date of such
               proposed Advance, whether on account of Fees, disbursements or
               related matters;

               11.2.3 subject to the provisions of Section 4.4, the relevant
               Borrower(s) shall have delivered to the Agent a completed Notice
               of Borrowing;

               11.2.4 nothing shall have occurred since December 31, 2000 which
               would constitute a Material Adverse Change, except as set forth
               in Schedule "M" hereto; and


<PAGE>
                                                                              70


               11.2.5 no Default shall have occurred and be continuing and no
               Event of Default shall have occurred which has not been waived.

Notwithstanding the provisions of paragraphs 11.2.4 and 11.2.5 hereof the
Lenders accept the Material Adverse Changes and the Defaults and Events of
Default that have occurred prior to the date hereof, as described in Schedule
"M" hereto, and waive their right to invoke same, provided that such waiver
shall have no effect on any Default or Event of Default occurring during the
Term, whether or not similar in nature.

12       REPRESENTATIONS AND WARRANTIES

For so long as the Loan or any other amounts payable to the Lenders and the
Agent hereunder remain outstanding and unpaid, or any of the Borrowers is
entitled to borrow hereunder (whether or not the conditions precedent to such
borrowing have or may be satisfied), each of IPG, LLC and the Borrowers hereby
represents and warrants to the Lenders that:

         12.1  INCORPORATION

         Each member of the Restricted Group is a corporation duly incorporated
         or a limited partnership or limited liability company duly constituted,
         and is organized, validly existing and in good standing under the Laws
         of its jurisdiction of incorporation or constitution and of all
         jurisdictions in which it carries on business or is otherwise required
         to be so qualified. Each member of the Restricted Group has the
         capacity and power, whether corporate or otherwise, to hold its assets
         and carry on the business presently carried on by it or which it
         proposes to carry on hereafter in each jurisdiction where such business
         is carried on.

         12.2  AUTHORIZATION

         Each member of the Restricted Group has the power and has taken all
         necessary steps under the Law in order to be authorized to borrow
         hereunder (if such Person is a Borrower), to provide the Security to be
         provided by such Person under the relevant Security Documents, and to
         execute and deliver and perform its obligations under this Agreement
         and each of the Security Documents to which it is a party in accordance
         with the terms and conditions thereof and to complete the transactions
         contemplated herein and in such Security Documents. This Agreement has
         been duly executed and delivered by duly authorized officers of each of
         the Borrowers, IPG and LLC and is, and each of the Security Documents
         to which each member of the Restricted Group is a party is, a legal,
         valid and binding obligation of such member of the Restricted Group,
         enforceable in accordance with its terms.

         12.3  COMPLIANCE OF THIS AGREEMENT

         Except for the consents and approvals to be obtained pursuant to the
         undertaking referred to in subsection 11.1.21, the execution and
         delivery of and performance of the obligations under this Agreement and
         each of the Security Documents in accordance with their respective
         terms and the completion of the transactions contemplated therein and
         herein do


<PAGE>
                                                                              71


         not require any consents or approvals which have not been obtained, do
         not violate any Laws, do not conflict with, violate or constitute a
         breach under the documents of incorporation or by-laws of any member of
         the Restricted Group or under any agreements, contracts or deeds to
         which any member of the Restricted Group is a party or binding upon it
         or its assets and do not result in or require the creation or
         imposition of any Charge whatsoever on the assets of any member of the
         Restricted Group, whether presently owned or hereafter acquired, save
         for Permitted Charges.

         12.4  BUSINESS

         IPG and its Subsidiaries develop, manufacture, distribute and sell, to
         retail, wholesale and other end-users, a variety of plastic packaging
         products, tape, acrylic coatings, woven products, flexible intermediate
         bulk containers and machines that apply tape.No member of the
         Restricted Group is engaged in the business of extending credit for the
         purpose of purchasing or carrying margin stock, and no proceeds of any
         Advances will be used to purchase or carry any equity "security" (as
         defined in Section 3.1) of a class which is registered pursuant to
         Section 12 of the Securities Exchange Act of 1934, as amended, or any
         "margin stock", as defined in Federal Reserve System Board of Governors
         Regulation U, or for a purpose which violates, or would be inconsistent
         with, Federal Reserve System Board of Governors Regulation T, U or X.
         Terms used in this paragraph for which meanings are provided in Federal
         Reserve System Board of Governors Regulation T, U or X or any
         regulations substituted therefor, as from time to time in effect, have
         the meaning so provided.

         No member of the Restricted Group is an "investment company" or an
         "affiliated person" of, or "promoter" or "principal underwriter" for,
         an "investment company", as such terms are defined in the Investment
         Company Act of 1940, as amended (15 U.S.C. ss. 80a-1 et seq.). The
         application of the proceeds of the Advances and repayment of the Loans
         by the Borrowers and the performance by the Restricted Group of the
         transactions contemplated hereunder and under the Security Documents
         will not violate any provision of the said Act, or any rule, regulation
         or order issued by the Securities and Exchange Commission thereunder,
         in each case as in effect on the date hereof. No member of the
         Restricted Group is subject to regulation under the Public Utility
         Holding Company Act of 1935, the Federal Power Act or the Interstate
         Commerce Act, or under any other Law which may limit its ability to
         incur Debt or which may otherwise render its obligations hereunder or
         under the Security Documents unenforceable, except that its ability to
         incur Debt other than the Loan may be limited by fraudulent conveyance
         Laws and other Laws of a similar nature.

         12.5  FINANCIAL STATEMENTS

         The Consolidated financial statements dated December 31, 2000, March
         31, 2001, June 30, 2001 and September 30, 2001 and those delivered from
         time to time in accordance with the provisions hereof have been
         prepared in accordance with GAAP applied on a consistent basis
         throughout the periods specified (except as noted thereon) and are an
         accurate representation of the financial position of the members of the
         Restricted Group to which they relate as of the respective dates
         specified and the results of their operations and changes in financial
         position for the respective periods specified.


<PAGE>
                                                                              72


         12.6  CONTINGENT LIABILITIES AND INDEBTEDNESS

         No member of the Restricted Group has (a) any material contingent
         liabilities known to it which are not disclosed or referred to in the
         most recent financial statements delivered to the Agent in accordance
         with the provisions of Section 13.16 or otherwise disclosed to the
         Agent in writing, or (b) incurred any Indebtedness, which is not
         disclosed in or reflected in such financial statements, or otherwise
         disclosed to the Agent in writing, other than Indebtedness incurred in
         the ordinary course of business and Debt permitted hereunder.

         12.7  TITLE TO ASSETS

         Each member of the Restricted Group has good, valid and marketable
         title to all of its owned real property and valid title to all of its
         other material properties and assets, free and clear of any Charges
         other than Permitted Charges.

         12.8  LITIGATION

         Except as set out in Schedule "H" annexed hereto, on the date hereof,
         there are no actions, suits or legal proceedings instituted or pending
         nor, to the knowledge of the Restricted Group, threatened, against any
         member of the Restricted Group or its property before any court or
         arbitrator or any governmental body or instituted by any governmental
         body which, if decided against any member of the Restricted Group,
         could, individually or in the aggregate, constitute a Material Adverse
         Change.

         12.9  TAXES

         Each member of the Restricted Group has filed within the prescribed
         delays all material federal, state, provincial or other tax returns
         which it is required by Law to file and all material taxes, assessments
         and other duties levied by the various governmental authorities with
         respect to each member of the Restricted Group have been paid when due,
         except to the extent that (a) payment thereof is being contested in
         good faith by the Restricted Group in accordance with the appropriate
         procedures, for which adequate reserves have been established in the
         books of the Restricted Group, and (b) the outcome of such
         contestation, if decided against the Restricted Group, could not,
         individually or in the aggregate, reasonably be expected to result in a
         Material Adverse Change. The tax identification numbers of each of the
         Borrowers is set forth in Schedule "N".

         12.10 INSURANCE

         Each member of the Restricted Group has contracted for the insurance
         coverage described in Section 13.6.

         12.11 NO ADVERSE CHANGE

         Except as disclosed in Schedule "M", no Material Adverse Change,
         considered on a Consolidated basis, has occurred since December 31,
         2000.


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                                                                              73


         12.12 REGULATORY APPROVALS

         No member of the Restricted Group is required to obtain any consent,
         approval, authorization, permit or licence from, nor to effect any
         filing or registration with, any federal, provincial or other
         regulatory authority in connection with the execution, delivery or
         performance, in accordance with their respective terms, of this
         Agreement or the Security Documents, any borrowings hereunder and the
         granting of the Security, save with respect to the registration,
         publication or recording of certain of the Security Documents and the
         filing of financing statements and other documents in connection
         therewith.

         12.13 COMPLIANCE WITH LAWS

         Each member of the Restricted Group is in material compliance with all
         requirements of applicable Laws (including Environmental Laws) and with
         all of the material conditions attaching to its permits,
         authorizations, licenses, certificates and approvals, including without
         limitation its articles of incorporation and by-laws.

         12.14 FOREIGN ASSETS CONTROL REGULATIONS, ETC.

         Neither the transactions contemplated hereby nor the use of the
         proceeds of any Advances hereunder will violate the Trading with the
         Enemy Act, as amended, or any of the foreign assets control regulations
         of the United States Treasury Department (31 CFR, Subtitle B, Chapter
         V, as amended) or any enabling legislation or executive order relating
         thereto. IPG and the Restricted Subsidiaries are in compliance with the
         Cuban Liberty and Democratic Solidarity (LIBERTAD) Act, 22 U.S.C. ss.
         6021 et seq.

         12.15 PENSION AND EMPLOYMENT LIABILITIES, COMPLIANCE WITH ERISA

               12.15.1 Except as would not result in a liability in excess of
               US$3,000,000, all past and current compensation obligations
               (including wages, salaries, commissions and vacation pay) to
               current and former employees of the Restricted Group have been
               paid or accrued in full.

               12.15.2 Each Plan (other than a Multiemployer Plan) has been
               operated and administered in compliance with all applicable Laws
               except for such instances of noncompliance as have not resulted
               in and could not reasonably be expected to result in a liability
               in excess of US $3,000,000. Neither IPG nor any ERISA Affiliate
               has incurred any liability pursuant to Title I or IV of ERISA
               (other than normal funding obligations and PBGC premiums) or
               Chapter 43 of the Code, and no event, transaction or condition
               has occurred or exists that could reasonably be expected to
               result in the incurrence of any such liability by IPG or any
               ERISA Affiliate, or in the imposition of any Charge on any of the
               rights, properties or assets of IPG or any ERISA Affiliate, in
               either case pursuant to Title I or IV of ERISA or Chapter 43 or
               Section 401(a)(29) or 412 of the Code, other than such
               liabilities or Charges as would not, individually or in the
               aggregate, be expected to result in a liability in excess of US
               $3,000,000.


<PAGE>
                                                                              74


               12.15.3 Except as disclosed on Schedule "H" hereto, neither IPG
               nor any ERISA Affiliate has incurred any accumulated funding
               deficiency (within the meaning of Section 412 of the Code).
               Except as disclosed on Schedule "H" hereto, the present value of
               the aggregate benefit liabilities under each of the Plans (other
               than Multiemployer Plans), determined as of the end of such
               Plan's most recently ended plan year on the basis of the
               actuarial assumptions specified for funding purposes in such
               Plan's most recent actuarial valuation report, did not exceed the
               aggregate current value of the assets of such Plan allocable to
               such benefit liabilities. Thereafter, the present value of the
               aggregate benefit liabilities under each of the Plans (other than
               Multiemployer Plans), determined as of the end of such Plan's
               most recently ended plan year on the basis of the actuarial
               valuation report, will not exceed the aggregate current value of
               the assets of such Plan allocable to such benefit liabilities by
               an amount in excess of $3,000,000. The term "BENEFIT LIABILITIES"
               has the meaning specified in Section 4001 of ERISA and the terms
               "CURRENT VALUE" and "PRESENT VALUE" have the meaning specified in
               Section 3 of ERISA.

               12.15.4 The expected post-retirement benefit obligation
               (determined as of the last day of IPG's and its Subsidiaries'
               most recently ended fiscal year in accordance with Financial
               Accounting Standards Board Statement No. 106, without regard to
               liabilities attributable to continuation coverage mandated by
               Section 4980B of the Code) of IPG and its Subsidiaries has been
               disclosed in the appropriate financial statements and, in any
               event, would not be expected to result in a liability in excess
               of US $3,000,000.

               12.15.5 Assuming none of the Lenders is using the assets of any
               employee benefit plan subject to Title I of ERISA or any "plan"
               (within the meaning of Section 4975(e) of the Code), to make the
               Loan, the execution and delivery of this Agreement and the
               borrowings hereunder will not involve any transaction that is
               subject to the prohibitions of Section 406 of ERISA or in
               connection with which a tax could be imposed pursuant to Section
               4975 of the Code with respect to the employee benefit plans of
               IPG or any ERISA Affiliate.

               12.15.6 Notwithstanding anything in this Section 12.15 to the
               contrary, the liabilities and other items that are subject to a
               $3,000,000 limit under this Section 12.15 shall not exceed
               $3,500,000 in the aggregate. Further, as of January 1, 2003, (a)
               any reference in this Section 12.15, subsection 13.17.2 and
               Section 14.8 to "$3,000,000" shall be deleted and replaced by a
               reference to "$2,500,000", and (b) the reference in this Section
               12.15 to "$3,500,000" shall be deleted and replaced by a
               reference to "$3,000,000".

         12.16 PRIORITY

         The Security Documents bind each member of the Restricted Group which
         is a party thereto, and the Charges created thereby are valid and
         subject to no Charge, other than Permitted Charges, and are enforceable
         against such member of the Restricted Group, as


<PAGE>
                                                                              75


         security for the performance of its obligations secured thereby, in
         accordance with the respective terms of such Security Documents.

         The Loan under Facility A constitutes Priority Debt and the Charges
         created, evidenced or constituted by or under the Security Documents in
         relation to Facility A constitute first ranking Charges on Operating
         Assets of the Facility A Borrowers and the other Restricted
         Subsidiaries, subject to Permitted Charges. The right of the Lenders
         hereunder and under the Security Documents in relation to Facility B
         and Facility C shall rank, at all times, at least pari passu with all
         the senior, secured Indebtedness of the Restricted Group, save and
         except as permitted pursuant to Section 10.3 or subsection 14.2.1(c),
         subject to Permitted Charges.

         Notwithstanding the foregoing and with respect to Facility A only,
         during any applicable Release Period, the rights of the Lenders
         hereunder and the Guarantees shall rank, at all times, at least pari
         passu with all of the senior Indebtedness (including the Loans under
         Facility B and Facility C) of the Restricted Group, save and except as
         permitted pursuant to Section 10.3 or subsection 14.2.1(c), subject to
         Permitted Charges.

         As of November 30, 2001, the aggregate principal amount of Priority
         Debt (other than Priority Debt attributable to Facility A, Debt owing
         under the Existing Credit Facilities and Debt owed to the holders of
         the Notes) is US$2,836,200.

         12.17 COMPLETE AND ACCURATE INFORMATION

         All of the information, reports and other documents and all data, as
         well as the amendments thereto, provided to the Agent by or on behalf
         of the Restricted Group were, at the time same were provided, and if
         the same were provided prior to the Closing Date, are at the Closing
         Date (except to the extent that such information, reports, other
         documents and data relate to an earlier date), complete, true and
         accurate in all material respects to the extent necessary to provide
         the Lenders with a true and accurate understanding of their effect.

         12.18 EVENT OF DEFAULT

         No Default has occurred and is continuing, and no Event of Default has
         occurred which has not been waived, in each case, save as provided in
         the last paragraph of Section 11.2.

         12.19 AGREEMENTS WITH THIRD PARTIES

         Each member of the Restricted Group is in compliance in all material
         respects with each and every one of its obligations under agreements
         with third parties to which it is a party or by which it is bound, the
         breach of which could reasonably be expected to result in a Material
         Adverse Change.

         12.20 ENVIRONMENT

               12.20.1 Except as disclosed in Schedule "P" hereto, there are no
               existing claims, demands, damages, expenses, suits, proceedings,
               actions, negotiations or causes of action of any nature
               whatsoever, whether threatened in writing or pending, against


<PAGE>
                                                                              76


               any member of the Restricted Group arising out of the presence on
               any property owned or controlled by the Restricted Group, either
               past or present, of any Hazardous Substance, or out of any past
               or present activity conducted on any property now owned by the
               Restricted Group, whether or not conducted by the Restricted
               Group, involving Hazardous Substances which would reasonably be
               expected to result in a Material Adverse Change;

               12.20.2 To the best of the knowledge of the Borrowers, LLC and
               IPG and except as disclosed in Schedule "P" hereto, after due
               enquiry:

               (a)  there is no Hazardous Substance existing on or under any
                    property of the Restricted Group which constitutes a
                    violation of any Environmental Law for which an owner or
                    person in control of a property may be held liable and which
                    could reasonably be expected to result in a Material Adverse
                    Change;

               (b)  the business of the Restricted Group is being carried on so
                    as to be in compliance in all material ways with all
                    Environmental Laws and all Laws applicable to health and
                    safety matters;

               (c)  no Hazardous Substance has been spilled or emitted in
                    reportable quantities into the environment from any property
                    owned or controlled by any member of the Restricted Group
                    which could reasonably be expected to result in a Material
                    Adverse Change;

               (d)  there are no pending or proposed changes to the
                    Environmental Laws which would render illegal or restrict
                    the manufacture or sale of any products manufactured or sold
                    or services provided by the Restricted Group which would
                    reasonably be expected to result in a Material Adverse
                    Change;

               (e)  compliance by the members of the Restricted Group with all
                    current Environmental Laws would not reasonably be expected
                    to result in a Material Adverse Change;

               (f)  no member of the Restricted Group is in default in filing
                    any material report or information with any governmental
                    authority as required pursuant to Environmental Laws; and

               (g)  each member of the Restricted Group has maintained, in all
                    material respects, all environmental and operating documents


<PAGE>
                                                                              77


                    and records substantially in the manner required by all
                    Environmental Laws.

               As at the Closing Date, none of the facts described in Schedule
               "P" would, in the opinion of the Restricted Group, reasonably be
               expected to result in a Material Adverse Change.

         12.21 SOLVENCY

         The Restricted Group is, in the aggregate, solvent and will continue to
         be solvent after the creation of its obligations hereunder and under
         the Security Documents, is able to pay its debts as they mature and has
         (and has reason to believe it will continue to have) sufficient capital
         to pay its debts as they mature and to carry on all businesses in which
         it shall engage.

         12.22 EXISTING SUBSIDIARIES

         As of the Closing Date, the Restricted Subsidiaries are listed in
         Schedule "D" (which include all of the Subsidiaries described as such
         under the amended and restated credit agreement dated as of September
         15, 2000 among TD and certain members of the Restricted Group, except
         for Drumheath, Intertape Polymer Exports Inc. and certain entities no
         longer in existence) and the only Unrestricted Subsidiaries are listed
         in Schedule "J". All manufacturing operations of the Restricted Group
         are conducted by Central Products Company and Intertape Inc., Intertape
         Polymer Inc., International Container Systems, Inc. and Cajun Bag &
         Supply Corp.

         12.23 LOCATION OF ASSETS AND HEAD OFFICES

         The jurisdiction of incorporation and the location of the assets and
         head offices of each member of the Restricted Group is as set forth in
         Schedule "N" hereto.

         12.24 SURVIVAL OF REPRESENTATIONS AND WARRANTIES

         All of the statements contained in any certificate, attestation,
         financial statements, reports, statements, data or other documents
         delivered to the Lenders by or on behalf of the Restricted Group,
         including under or pertaining to this Agreement, the Security Documents
         or any other document contemplated hereby, and any amendments thereto,
         or pertaining to any transactions contemplated therein or hereby,
         constitute representations and warranties made hereunder, subject to
         the limits and restrictions stipulated herein or in such documents. All
         of the representations and warranties made hereunder are true and
         correct at the date hereof and shall be true and correct at the date of
         any Advance hereunder (except in each case where stated to be made
         solely at a particular date), shall survive the execution and delivery
         of this Agreement, any investigation by or on behalf of the Agent or
         the Lenders or the making of any Advance hereunder and none of same are
         nor shall be waived, except in writing.


<PAGE>
                                                                              78


13       POSITIVE COVENANTS

         For so long as the Loan remains outstanding and unpaid, or any Borrower
         is entitled to borrow hereunder (whether or not the conditions
         precedent to such borrowing have or may be satisfied) and unless the
         Lenders, acting through the Agent, shall otherwise agree in writing,
         each of the Borrowers, LLC and IPG, for itself and each member of the
         Restricted Group and with respect to itself and each member of the
         Restricted Group, agrees as follows:

         13.1  PRESERVATION OF JURIDICAL PERSONALITY

         It shall do or cause to be done all things necessary to preserve and
         maintain its existence in full force and effect, provided, however,
         that the foregoing shall not prevent any transaction permitted by
         Section 14.1.

         13.2  PRESERVATION OF LICENSES

         It shall maintain in effect and obtain, where necessary, all such
         authorizations, approvals, permits, licences or consents of such
         governmental agencies, whether federal, state, provincial or local,
         which may be or become necessary or required for each member of the
         Restricted Group to satisfy its obligations hereunder and under the
         Security Documents.

         13.3  COMPLIANCE WITH APPLICABLE LAWS

         It shall conduct its business in a proper and efficient manner and
         shall keep or cause to be kept appropriate books and records of
         account, in compliance with the Law, and shall record or cause to be
         recorded faithfully and accurately all transactions with respect to its
         business in accordance with GAAP applied on a consistent basis, and
         shall comply with all material requirements of Law and with all the
         conditions attaching to its permits, authorizations, licences,
         certificates and approvals including the Occupational Safety and Health
         Act of 1970, as amended and ERISA.

         13.4  MAINTENANCE OF ASSETS

         It shall maintain or cause to be maintained in good operating condition
         all of its assets used or useful in the conduct of its business
         (ordinary wear and tear excepted), as would a prudent owner of similar
         property, whether same are held under lease or under any agreement
         providing for the retention of ownership, and shall from time to time
         make or cause to be made thereto all necessary and appropriate repairs,
         renewals, replacements, additions, improvements and other works. It
         shall inform the Agent of any change required to Schedule "N" hereto.

         13.5  BUSINESS

         It will continue to carry on substantially the same type of business
         currently carried on and activities which are ancillary, incidental or
         necessary to its ongoing business as presently conducted, and will not
         change the nature of its business activities as described in Section
         12.4 without the prior written consent of the Agent on behalf of the
         Lenders.


<PAGE>
                                                                              79


         13.6  INSURANCE

         It will maintain insurance coverage by financially sound and reputable
         insurers in such forms and amounts and against such risks as are
         customary for corporations of established reputation engaged in the
         same or a similar business and owning and operating similar properties
         in accordance with good business practice and, in any event, in amounts
         and against risks acceptable to the Agent on behalf of the Lenders,
         acting reasonably. All relevant policies of insurance will name the
         Canadian Collateral Agent, the US Collateral Agent, the Canadian
         Collateral Trustee and the US Collateral Trustee as a named insured (as
         applicable), as their interests may appear, and contain a standard
         "mortgage clause" acceptable to the Agent providing that no such policy
         may be cancelled or modified without the insurer providing not less
         than 30 days' prior written notice to the Agent. The insurance policies
         confirming the insurance required hereunder shall not contain any
         co-insurance provisions except to the extent such co-insurance
         provisions would normally appear in policies covering other Persons
         engaged in similar businesses and owning similar properties as the
         Restricted Group, and consistent with prudent business practices.

         If any proceeds of such insurance policies become payable at any time,
         such insurance proceeds shall be disbursed in accordance with the
         provisions of the Inter-Creditor Agreement.

         Any proceeds to be paid to the Agent for the benefit of the Lenders as
         a Mandatory Repayment shall be applied to repay the Loan, and the
         Credit under Facility B will first be reduced by an amount equal to the
         amount of such Mandatory Repayment and then, once Facility B has been
         repaid and the Credit thereunder cancelled, the Credit under Facility C
         will be reduced by an amount equal to the remainder of such Mandatory
         Repayment, except, in all cases, for such proceeds arising in relation
         to Operating Assets, which shall be so paid as a Mandatory Repayment of
         Facility A.

         13.7  PAYMENT OF TAXES AND DUTIES

         It shall pay all taxes, assessments and other governmental duties which
         are imposed on it or on its income or profits or its assets, when due
         and payable, provided that no such tax, assessment or duty need be paid
         if (a) it is being contested in good faith by appropriate proceedings
         promptly initiated and diligently conducted and (b) such reserves or
         other appropriate provision, if any, as shall be required by GAAP shall
         have been made therefor, and (c) the outcome of such contestation, if
         decided adversely to any member of the Restricted Group, would not
         reasonably be expected to result in a Material Adverse Change,
         considered on a Consolidated basis.

         13.8  ACCESS AND INSPECTION

         It shall allow, at its own expense, the employees and representatives
         of the Agent, during normal business hours, to have access to and
         inspect, in conjunction with IPG, the assets of the Restricted Group,
         to inspect and take extracts from or copies of the books and records of
         the Restricted Group and to discuss the business, assets, liabilities,
         financial position, operating results or business prospects of the
         Restricted Group with the principal officers of


<PAGE>
                                                                              80


         the Restricted Group and, after obtaining the approval of the Borrowers
         which shall not be unreasonably withheld, with the auditors of the
         Restricted Group.

         13.9  MAINTENANCE OF ACCOUNT

         It shall maintain an operating account at the Branch of the Agent at
         all times during the Term, as well as an account with each Swing Line
         Lender at all times during the Term of Facility A.

         13.10 PERFORMANCE OF OBLIGATIONS

         It shall perform all obligations in accordance with usual and customary
         business terms, except to the extent that the non-fulfilment of same
         would not reasonably be expected to result in a Material Adverse
         Change, considered on a Consolidated basis, and except where the same
         are being contested in good faith, if the outcome of such contestation,
         if decided adversely to any member of the Restricted Group, would not
         reasonably be expected to result in a Material Adverse Change,
         considered on a Consolidated basis. Notwithstanding the foregoing
         contained in this Section 13.10, it shall punctually pay all amounts
         due or to become due under this Agreement.

         13.11 MAINTENANCE OF RATIOS

         IPG shall maintain:

               13.11.1 at all times during the Term, a ratio of Total Debt to
               Consolidated Total Capitalization not exceeding the following:


<PAGE>
                                                                              81


<TABLE>
<CAPTION>

                               Period                                  Ratio
                               ------                                  -----
                   <S>                                                <C>
                   On or prior to March 30, 2002:                      0.59:1
                                                                      -------

                   From March 31, 2002 to June 29
                   2002:                                              0.585:1
                                                                      -------

                   From June 30, 2002 to September
                   29, 2002:                                           0.58:1
                                                                      -------

                   From September 30, 2002 to
                   December 30, 2002:                                 0.575:1
                                                                      -------

                   From December 31, 2002 to March
                   30, 2003:                                           0.57:1
                                                                      -------

                   From March 31, 2003 to June 29
                   2003:                                              0.565:1
                                                                      -------

                   From June 30, 2003 to September
                   29, 2003:                                           0.56:1
                                                                      -------

                   On September 30, 2003 and
                   thereafter during the Term:                         0.55:1
                                                                      -------
</TABLE>

               13.11.2 at the end of each fiscal quarter of IPG during the Term,
               a Consolidated ratio of Net Income Available for Fixed Charges to
               Fixed Charges for the immediately preceding period of four
               consecutive fiscal quarters including the fiscal quarter ending
               on the calculation date (taken as a single accounting period) of
               not less than:

<TABLE>
<CAPTION>


                               Period                                  Ratio
                               -------                                 -----
                   <S>                                                <C>
                   On or prior to September 30, 2002:                  1.75:1
                                                                       ------

                   On December 31, 2002 and March
                   31, 2003                                            1.85:1
                                                                       ------

                   On June 30, 2003 and thereafter:                    2.00:1
                                                                       ------
</TABLE>

               13.11.3 at all times during the Term, a minimum Consolidated Net
               Worth equal to the sum total of US $275,000,000 and (i) 50% of
               positive Consolidated Net Income for the period commencing
               October 1, 2001 through the end of IPG's most


<PAGE>
                                                                              82


               recently ended fiscal quarter (i.e. without any deduction for net
               losses) plus (ii) an amount equal to the aggregate net proceeds
               of any issuance of equity Securities during the Term to any
               Person other than a member of the Restricted Group;

               13.11.4 at the end of each fiscal quarter of IPG during the Term,
               a ratio of Total Debt to EBITDA for the immediately preceding
               period of four consecutive fiscal quarters including the fiscal
               quarter ending on the calculation date (taken as a single
               accounting period) not exceeding the lesser of:

                    (a)
<TABLE>
<CAPTION>

                               Period                                  Ratio
                               ------                                  ------
                   <S>                                                <C>
                   On December 31, 2001:                               6.00:1
                                                                       ------

                   On March 31, 2002:                                  5.75:1
                                                                       ------

                   On June 30, 2002:                                   5.50:1
                                                                       ------

                   On September 30, 2002:                              5.25:1
                                                                       ------

                   On December 31, 2002:                               5.00:1
                                                                       ------

                   On March 31, 2003:                                  4.75:1
                                                                       ------

                   On June 30, 2003:                                   4.50:1
                                                                       ------

                   On September 30, 2003:                              4.25:1
                                                                       ------

                   On December 31, 2003, March 31,
                   2004 and June 30, 2004:                             4.00:1
                                                                       ------

                   On September 30, 2004, December
                   31, 2004, March 31, 2005 and June
                   30, 2005:                                           3.50:1
                                                                       ------

                   On September 30, 2005 and
                   December 31, 2005                                   3.25:1
                                                                       ------
</TABLE>

                    or

                    (b) beginning with the March 31, 2002 results (i.e.
                    commencing with the ratio to be applicable in respect of the
                    period ending June 30, 2002), the actual ratio of Total Debt
                    to EBITDA reported to the Agent in respect of the previous
                    fiscal quarter, plus 0.25, with equal step down as per the
                    above grid to apply to the following quarters,

<PAGE>
                                                                              83


                    provided that such revised ratio shall not be less than
                    3.25:1. For example, if the applicable ratio in respect of
                    the period ending March 31, 2002 was 4.25:1, the applicable
                    ratio in respect of the period ending June 30, 2002 would be
                    4.50:1 rather than 5.50:1; and

               13.11.5 at the end of each fiscal quarter of IPG during the Term
               until such time as Facility B is fully repaid and cancelled, a
               Consolidated ratio of (i) EBITDA less capital expenditures paid
               in cash, to (ii) the sum total of Fixed Charges on all
               Indebtedness and all scheduled repayments of Debt, excluding
               Mandatory Repayments under Section 9.2, for the immediately
               preceding period of two consecutive fiscal quarters including the
               fiscal quarter ending on the calculation date (taken as a single
               accounting period), of not less than 1.20:1. For the avoidance of
               doubt, scheduled repayments of Debt for the fiscal quarter ending
               September 30, 2001 shall not include the US$8,000,000 repayment
               made in the second quarter of fiscal year 2001 in respect of an
               agreement entered into by IPG dated as of January 1, 1996 with
               respect to the issuance and sale of three series of senior notes
               in an aggregate amount of US$33,000,000.

         In calculating EBITDA for the purposes of this Section 13.11 or any
         other provision of this Agreement, (1) the Consolidated non-recurring
         expenses incurred by IPG and its Restricted Subsidiaries during the
         last quarter of fiscal year 2000, (2) the Consolidated severance
         expenses and other unusual non-recurring expenses accrued or otherwise
         incurred by IPG and its Restricted Subsidiaries during the fiscal year
         2001 prior to October 1, 2001, and (3) any charge to earnings resulting
         from the re-pricing of stock options as may be applicable under GAAP,
         shall all be added to the EBITDA for the relevant period (including on
         a trailing 4 quarter basis or trailing 2 quarter basis as required).

         For greater certainty and without limiting any provision of this
         Agreement, each of the Borrowers, LLC and IPG acknowledge that the
         failure to respect any of the foregoing financial ratios at any time
         during the Term constitutes a material breach of this Agreement.

         13.12 MANDATORY REPAYMENTS

         It shall pay to the Agent when due any amounts required to be paid by
         it in accordance with Section 9.2 or the Inter-Creditor Agreement.

         13.13 MAINTENANCE OF SECURITY

         It shall take all necessary steps to preserve and maintain in effect
         the rights of the Agent and the Lenders pursuant to the Security
         Documents, together with any renewals thereof or additional documents
         creating Charges which may be required from time to time hereunder or
         under the Security Documents, including those to be executed by any new
         Restricted Subsidiary designated by IPG pursuant to the provisions of
         Section 13.20, which shall be substantially in the form of the Security
         Documents in effect at the time of such execution (except as otherwise
         approved by the Lenders).

<PAGE>

                                                                              84

         13.14 PRIORITY OF DEBT

         It shall ensure that the representations and warranties stipulated in
         Section 12.16 are true and correct at all times. It shall also ensure
         that all Debt owing by members of the Restricted Group to other members
         of the Restricted Group and all Charges in relation thereto are
         subordinated to the Loan and the Security, in form and in substance
         satisfactory to the Lenders. Notwithstanding the foregoing, the members
         of the Restricted Group may pay such Debt to the extent required in
         order for all scheduled repayments and Mandatory Repayments hereunder
         to be paid when due, and otherwise in the ordinary course provided that
         no Default shall have occurred and be continuing and no Event of
         Default shall have occurred and not been waived. The Lenders hereby
         acknowledge that the manner in which such Debt has been subordinated in
         the notes subject to the pledge agreements dated as of the Closing Date
         is satisfactory to them.

         13.15 PAYMENT OF LEGAL FEES AND OTHER EXPENSES

         Whether the transactions contemplated by this Agreement are concluded
         or not and whether or not any part of the Credit is actually advanced,
         in whole or in part, the Borrowers shall pay all reasonable costs
         relating to the Credit, including in particular:

               13.15.1 the reasonable legal fees and costs incurred by the Agent
               and the Lenders for the negotiation, drafting, signing,
               registration, publication and/or service of this Agreement and
               the Security Documents as well as any amendments, waivers,
               consents or examinations pertaining to this Agreement and the
               Security Documents; and

               13.15.2 all reasonable fees, including reasonable legal fees and
               costs, incurred by the Agent and the Lenders to preserve, enforce
               or exercise its or their rights hereunder or under the Security
               Documents.

         All amounts due to the Agent and the Lenders pursuant hereto shall bear
         interest on the US Prime Rate Basis from the date of their disbursement
         by the Lenders or from the date of their undertaking until the
         Borrowers have repaid same in full, with interest on unpaid interest,
         as in the case of the US Prime Rate Advances. The obligations of the
         Borrowers under this Section 13.15 shall subsist notwithstanding the
         full repayment of the Loan under the provisions hereof.

         13.16 FINANCIAL REPORTING

         For so long as the Loan or any other amounts payable to the Lenders
         hereunder remain outstanding and unpaid, or any Borrower is entitled to
         borrow hereunder (whether or not the conditions precedent to such
         borrowing have or may be satisfied), and unless the Lenders shall
         otherwise agree in writing, each of IPG, LLC and the Borrowers agrees
         to provide or cause to be provided to the Agent, with sufficient copies
         for the Agent and each Lender, and all in form and in scope reasonably
         acceptable to the Lenders:


<PAGE>
                                                                              85


               13.16.1 QUARTERLY STATEMENTS

               Within 60 days after the end of each fiscal quarter of each
               fiscal year of IPG (other than the last quarter of such fiscal
               year), the unaudited Consolidated and, in the event that the
               total EBITDA of the Unrestricted Subsidiaries is in the aggregate
               greater than 5% of EBITDA for the period of four consecutive
               fiscal quarters ending on the last day of such quarter (taken as
               a single accounting period), Adjusted Consolidated balance sheets
               of IPG and each other member of the Restricted Group, as at the
               end of such quarter and the related Consolidated and, if
               applicable, Adjusted Consolidated, statements of earnings and
               changes in financial position, prepared in accordance with GAAP,
               for the period then ended, along with IPG's calculation of Excess
               Cash Flow (if required by Section 9.2 for any period ending on
               the last day of such quarter), in each case with comparative
               figures for the same period for the immediately preceding fiscal
               year, accompanied by a certificate of the Senior Financial
               Officer of IPG and setting forth the information necessary to
               determine whether IPG has complied with the covenants contained
               in Section 13.11 and setting forth the ratio of Total Debt to
               EBITDA for all purposes required hereunder, certifying that each
               of IPG, LLC and the Borrowers is in compliance with all of its
               covenants hereunder and that no Default or Event of Default has
               come to the attention of such Senior Financial Officer of IPG
               signing the certificate, after due inquiry, or if a Default or
               Event of Default has occurred or is continuing, setting out the
               relevant particulars thereof, the period of existence thereof and
               what action IPG has taken or proposes to take with respect
               thereto, and as to certain other matters set forth in Schedule
               "Q" hereto, the whole substantially in the form set out in
               Schedule "Q" hereto.

               13.16.2 ANNUAL STATEMENTS

               Within 120 days following the end of each fiscal year of IPG:

                    (a)  the audited Consolidated and, in the event that the
                         total EBITDA of the Unrestricted Subsidiaries is in the
                         aggregate greater than 5% of the EBITDA for such fiscal
                         year, Adjusted Consolidated balance sheets of IPG and
                         each other member of the Restricted Group, as at the
                         end of such year and the related Consolidated and, if
                         applicable, Adjusted Consolidated, statements of
                         earnings and changes in financial position for such
                         fiscal year, along with IPG's calculation of Excess
                         Cash Flow (if required by Section 9.2 for such fiscal
                         year), together with comparative figures for the
                         immediately preceding year, the whole as certified
                         without qualification by a reputable firm of
                         independent chartered accountants acceptable to the
                         Agent, together with comparative figures for the
                         immediately preceding year, and any audited statements
                         of any Restricted Subsidiary which may be prepared; and


<PAGE>
                                                                              86


                    (b)  a certificate of a Senior Financial Officer setting
                         forth the information necessary to determine whether
                         IPG has complied with the covenants contained in
                         Section 13.11, and certifying, among other matters set
                         forth in Schedule "Q" hereto, that each of IPG, LLC and
                         the Borrowers is in compliance with all of its
                         covenants hereunder and that no Default or Event of
                         Default has come to the attention of the Senior
                         Financial Officer of IPG signing the certificate, after
                         due inquiry, or if a Default has occurred and is
                         continuing, or if an Event of Default has occurred,
                         setting out the relevant particulars thereof, the
                         period of existence thereof and what action IPG has
                         taken or proposes to take with respect thereto, and as
                         to certain other matters set forth in Schedule "Q"
                         hereto, the whole substantially in the form set out in
                         Schedule "Q" hereto.

               13.16.3 OTHER INFORMATION


                    (a)  Financial Forecast: Within 60 days following the end of
                         each fiscal year of IPG, the annual Consolidated
                         pre-tax operating forecast of IPG, including balance
                         sheet and statements of income, retained earnings and
                         cash flow, and the Consolidated capital expenditures
                         budget of IPG;

                    (b)  Audit Reports: Promptly upon receipt thereof, one copy
                         of each interim or special audit made by independent
                         accountants of the books of IPG or any other member of
                         the Restricted Group and any management letter received
                         from such accountants;

                    (c)  Governmental and Other Reports: Promptly upon their
                         becoming available, one copy of each financial
                         statement, report, notice or proxy statement sent by
                         IPG to stockholders generally and of each regular or
                         periodic report, registration statement or prospectus
                         filed by IPG or any Subsidiary with any securities
                         exchange or any governmental regulatory body including
                         IPG's Form 20F, 10Q and 10K and unaudited quarterly
                         reports, and copies of any orders in any proceedings to
                         which IPG or any of its Subsidiaries is a party, issued
                         by any governmental agency having jurisdiction over IPG
                         or any of its Subsidiaries;

                    (d)  Borrowing Base Information: Within 10 days following
                         the end of each month or at any other time upon request
                         by and reasonable notice from the Agent, a monthly
                         summary listing of aged accounts receivable in respect
                         of the previous month


<PAGE>
                                                                              87


                         or in respect of such other period as may be requested
                         by the Agent, acting reasonably, including a breakdown
                         showing Eligible Trade Receivables and inventory
                         divided into raw materials, work in process and
                         finished products, including a breakdown showing
                         Eligible Inventory and Eligible Raw Materials, the
                         whole in the form set forth in Schedule "O";

                    (e)  Acquisitions: The Borrowers shall advise the Agent
                         forthwith of, and in any event not less than 15
                         Business Days prior to, the consummation of any
                         proposed Acquisition as to which the purchase price is
                         (in cash, assumed Debt or otherwise) $2,500,000 or
                         more, and shall provide to the Agent in sufficient
                         quantities for the Lenders:

                         (i)  notice of the Acquisition, and material
                              information with respect to the nature thereof and
                              the proposed purchase price;

                         (ii) such historical audited and unaudited financial
                              statements of the target of the Acquisition (the
                              "TARGET") as the Target has made available to the
                              Restricted Group and any other financial
                              statements contained in any information that has
                              been reviewed and confirmed by a nationally
                              recognized accounting firm or that has been
                              submitted to and approved by IPG's board of
                              directors;

                         (iii) a pro forma balance sheet and income statement of
                              the Target and the Restricted Group on a
                              consolidated basis following the Acquisition,
                              showing the projected impact of the Acquisition
                              both for the current fiscal year and the
                              immediately succeeding fiscal year;

                         (iv) a written confirmation of a Senior Financial
                              Officer that IPG is satisfied, based on its due
                              diligence, that the Acquisition of the Target will
                              not result in the assumption by any member of the
                              Restricted Group of material liabilities which
                              have not been fully disclosed to the Agent in the
                              materials provided in connection with the
                              Acquisition or otherwise in writing;

                         (v)  a certificate of a Senior Financial Officer that,
                              on a Consolidated basis following the Acquisition,
                              as of the date of the Acquisition after giving
                              effect thereto, no Default shall have occurred and
                              be continuing and no


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                                                                              88


                              Event of Default shall have occurred which has not
                              been waived;

                    (f)  Environmental Reports:

                         (i)  Within 10 days following the end of each fiscal
                              quarter of each fiscal year of IPG, one copy of
                              each environmental report submitted to the board
                              of directors of IPG during such fiscal quarter;

                         (ii) to the Collateral Trustees (as defined in the
                              Inter-Creditor Agreement), promptly after
                              obtaining knowledge thereof, written notice of (A)
                              any material governmental or regulatory actions
                              instituted or threatened in writing under any
                              Environmental Law affecting any of the real
                              property subject to Charges or the matters
                              indemnified under the U.S. Environmental
                              Indemnification Agreement or the Canadian
                              Environmental Indemnification Agreement,
                              including, without limitation, any material notice
                              of inspection, abatement or noncompliance; (B) all
                              claims made, or material claims threatened in
                              writing, by any third party against any member of
                              the Restricted Group or any of the real property
                              subject to Charges relating to damage,
                              contribution, cost recovery, compensation, loss or
                              injury resulting from the presence, release or
                              discharge on or from any of the properties owned
                              by any member of the Restricted Group of any
                              Hazardous Substances; and (C) any member of the
                              Restricted Group's discovery of any occurrence or
                              condition on any of the real property subject to
                              Charges or any real property adjoining or in the
                              vicinity of any real property subject to Charges
                              which is reasonably likely to subject any member
                              of the Restricted Group to a material claim under
                              any Environmental Law or to any restrictions on
                              the ownership, occupancy, transferability or use
                              of said property under any Environmental Law; and

                         (iii) to the U.S. Collateral Trustee or the Canadian
                              Collateral Trustee, any non-privileged
                              documentation or records that such Collateral
                              Trustee may request at the direction of the
                              Majority Lenders, acting reasonably, with respect
                              to any of the matters described in clause (ii) of
                              this subsection 13.16.3(f);


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                                                                              89


                    (g)  Other Information: From time to time and upon demand by
                         and reasonable notice from the Agent, the data,
                         reports, statements, documents or other additional
                         information pertaining to the business, assets,
                         liabilities, financial position, operating results or
                         business prospects of IPG or any other member of the
                         Restricted Group, as well as any documents, writings or
                         books of account in connection therewith, as the Agent
                         may request, acting reasonably.

         13.17 NOTICE OF CERTAIN EVENTS

         The Borrowers, LLC or IPG shall advise the Agent forthwith upon the
         occurrence of any of the following events:

               13.17.1 The commencement of any proceeding or investigation by or
               before any governmental body and any action or proceeding before
               any court or arbitrator against any member of the Restricted
               Group, or any of its property, assets or activities which, in the
               event that a decision is rendered which is adverse to it, could
               constitute a Material Adverse Change;

               13.17.2 Promptly upon the occurrence thereof, written notice of
               (a) a Reportable Event with respect to any Plan (other than a
               Multiemployer Plan); (b) the institution of any steps by IPG, the
               Borrowers, any ERISA Affiliate, the PBGC or any other Person to
               terminate any Plan; (c) the institution of any steps by IPG or
               any ERISA Affiliate to withdraw from any Multimemployer Plan; (d)
               a non-exempt "prohibited transaction" within the meaning of
               Section 406 of the ERISA in connection with any Plan which could,
               either individually or in the aggregate with any other prohibited
               transaction(s), reasonably be expected to result in any liability
               to the Restricted Group in excess of $3,000,000 (subject to the
               decrease provided for in subsection 12.15.6); (e) any material
               increase in the contingent liability of IPG or any Subsidiary
               with respect to any post-retirement welfare liability; or (f) the
               taking of any action by, or the threatening of the taking of any
               action by, the Internal Revenue Service, the Department of Labour
               or the PBGC with respect to any of the foregoing;

               13.17.3 The occurrence of any Material Adverse Change (considered
               on a Consolidated basis) which is known to the Borrowers, LLC or
               IPG, acting reasonably;

               13.17.4 Any Default or Event of Default, specifying in each case
               the relevant details and the action contemplated in this respect.

         13.18 ACCURACY OF REPORTS

               All information, reports, statements and other documents and data
               provided to the Agent or the Lenders, whether pursuant to this
               Article or any other provisions of this Agreement

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                                                                              90


         shall, at the time same shall be provided, be true, complete and
         accurate in all material respects to the extent necessary to provide
         the Lenders with a true and accurate understanding of their effect.

         13.19 LENDERS' OPTION TO OBTAIN IMPROVED TERMS AND CONDITIONS

         The Agent shall immediately be notified of the terms and conditions of
         any Debt of the nature described in the first paragraph of the
         definition of "Debt" (other than Priority Debt) to be created by any
         member of the Restricted Group. The Lenders shall have the option to
         require the Borrowers and the Guarantors to amend this Agreement to
         incorporate the provisions of any agreement relating to such Debt if
         the Lenders so wish, it being understood that the provisions which may
         be so incorporated shall not extend to pricing or Margins or, in the
         case of an operating credit which replaces Facility A after it has been
         repaid at the expiry of its Term, the security provided therefor.

         13.20 DESIGNATION OF RESTRICTED SUBSIDIARIES

         IPG may designate any Subsidiary a Restricted Subsidiary by giving
         written notice to the Agent that the Board of Directors of IPG has made
         such designation, provided that (i) no Subsidiary may be designated a
         Restricted Subsidiary unless, at the time of such designation and after
         giving effect thereto, no Default shall have occurred and be
         continuing, and no Event of Default shall have occurred which has not
         been waived, and (ii) such Subsidiary is also being designated as a
         "Restricted Subsidiary" under the Note Agreements. Any such designation
         shall be irrevocable. No Unrestricted Subsidiary may own any shares of
         a Restricted Subsidiary.

         13.21 UNDERTAKING WITH REGARD TO OPERATING ASSETS

         It shall ensure that:

              13.21.1 all manufacturing operations of the Restricted Group are
              conducted by the companies listed in Section 12.22; all U.S.-based
              finished goods inventory shall be shipped, delivered and
              maintained by IPC at all times; all Canadian-based finished goods
              inventory shall be shipped, delivered and maintained by IPI at all
              times;

              13.21.2 all U.S.-based accounts receivable, other than those
              arising between members of the Restricted Group, shall be
              generated from, maintained in and collected by IPC; all
              Canadian-based accounts receivable, other than those arising
              between members of the Restricted Group, shall be generated from,
              maintained in and collected by IPI; and

              13.21.3 each U.S.-based Restricted Subsidiary shall in no
              circumstance, including in connection with a default or an event
              of default under any agreement, (i) discontinue the shipment and
              delivery of all finished goods inventory to IPC, or (ii) generate
              any accounts receivable of its own; each Canadian-based Restricted
              Subsidiary shall in no circumstance, including in connection with
              a default or an


<PAGE>
                                                                              91

              event of default under any agreement, (i) discontinue the shipment
              and delivery of all finished goods inventory to IPI, or (ii)
              generate any accounts receivable of its own,

              save and except that IPG shall only ensure that subsections
              13.21.2 and 13.21.3 apply to Central Products Company's United
              Tape division starting March 31, 2002.

         13.22 ADDITIONAL UNDERTAKINGS

         IPG shall:

              13.22.1 provide, at its expense and prior to June 30, 2002, an
              accounts receivable and inventory audit of its Restricted
              Subsidiaries, which audit shall have been performed by an
              independent third party acceptable to the Lenders; and

              13.22.2 in the event the ratio of Total Debt to EBITDA (for the
              period of four consecutive fiscal quarters including the fiscal
              quarter ending on the calculation date, taken as a single
              accounting period) is not less than or equal to 5.0:1 as of June
              30, 2002, provide an appraisal of the Restricted Subsidiaries'
              equipment and inventory, such appraisal to be performed by an
              independent third party acceptable to the Lenders.

         13.23 INTELLECTUAL PROPERTY

         Subject to Section 14.12, it shall ensure that all intellectual
         property (as described in the Security Documents) shall continue to be
         owned by the Person identified as the owner thereof in the Security
         Documents at all times during the Term; provided that, on 20 days prior
         notice to the Agent, the US Collateral Trustee and the Canadian
         Collateral Trustee, any member of the Restricted Group may sell or
         otherwise transfer any interest that it has in such intellectual
         property to IPG Technologies Inc. at any time.

14       NEGATIVE COVENANTS

         For so long as the Loan or any other amounts payable hereunder to the
         Agent or the Lenders remain outstanding and unpaid, or any of the
         Borrowers is entitled to borrow hereunder (whether or not the
         conditions precedent to such borrowing have or may be satisfied), each
         of the Borrowers, LLC and IPG, for itself and each member of the
         Restricted Group and with respect to itself and each member of the
         Restricted Group, agrees that it shall not do any of the following:

         14.1 LIQUIDATION, AMALGAMATION, MERGER, CONSOLIDATION AND SALE OF
         ASSETS

              14.1.1 Consolidate or amalgamate with or be a party to a merger
              with any other corporation, or sell, lease or otherwise dispose of
              all or any substantial part (as defined in subsection 14.1.4) of
              Consolidated Assets; notwithstanding the foregoing:



<PAGE>
                                                                              92


                  (a)   any Restricted Subsidiary may merge or amalgamate or
                        consolidate with or into IPG or any Wholly-owned
                        Restricted Subsidiary so long as in any merger or
                        consolidation involving IPG, IPG shall be the surviving
                        or continuing corporation;

                  (b)   IPG may consolidate or amalgamate or merge with any
                        other corporation if (i) in the case of any
                        consolidation or merger, the purchasing, surviving or
                        continuing corporation shall be IPG, or in the case of
                        any amalgamation, IPG's existence shall continue with
                        the amalgamation and all of IPG's obligations hereunder
                        and under the Security Documents shall constitute
                        obligations of the amalgamated entity and (ii) at the
                        time of such amalgamation, consolidation or merger after
                        giving effect thereto, no Default or Event of Default
                        shall have occurred and be continuing and (iii) the
                        Majority Lenders agree to such merger, consolidation or
                        amalgamation, acting reasonably;

                  (c)   any Restricted Subsidiary may sell, lease or otherwise
                        dispose of all or any substantial part of its assets to
                        IPG or any Wholly-owned Restricted Subsidiary;

              the whole provided that as a result of same, the Security is not
              adversely affected (or, if it is, the required Mandatory Repayment
              has been made) and none of the Persons granting such Security
              changes its name without prior notice of at least 20 Business Days
              to the Agent. Notwithstanding the foregoing, no member of the
              Restricted Group shall become party to any receivables
              securitization program.

              14.1.2 Permit any Restricted Subsidiary to issue or sell any
              shares of stock of any class of such Restricted Subsidiary
              (including as "stock" for the purposes of this Section 14.1, any
              warrants, rights or options to purchase or otherwise acquire stock
              or other Securities exchangeable for or convertible into stock,
              any membership interests of any limited liability company and any
              similar equity interest) to any Person other than IPG or a
              Wholly-owned Restricted Subsidiary, except for the purpose of
              qualifying directors, or except in satisfaction of the validly
              pre-existing preemptive rights of minority shareholders in
              connection with the simultaneous issuance of stock to IPG and/or a
              Restricted Subsidiary whereby IPG and/or such Restricted
              Subsidiary maintain their same proportionate interest in such
              Restricted Subsidiary.

              14.1.3 Sell, transfer or otherwise dispose of any shares of stock
              of any class of any Restricted Subsidiary (except to IPG or a
              Wholly-owned Restricted Subsidiary provided that the Security is
              not adversely affected or for the purpose of qualifying
              directors), unless:



<PAGE>
                                                                              93


                  (a)   simultaneously with such sale, transfer, or disposition,
                        all shares of stock of such Restricted Subsidiary at the
                        time owned by IPG and by every other Restricted
                        Subsidiary shall be sold, transferred or disposed of as
                        an entirety; and

                  (b)   such sale or other disposition does not involve a
                        substantial part (as hereinafter defined) of the assets
                        of the Restricted Group;

              provided, however, that nothing in subsections 14.1.3 and 14.1.4
              shall permit any disposition by IPG of any of the shares, limited
              partnership units or other equity interests in any of the
              Borrowers, the disposition by the Facility B/C Borrower of the
              shares of Canco, any disposition of the equity interests in LLC by
              Canco, or any disposition of the shares of IPG (US) Holdings Inc.
              or IPG (US) Inc.

              14.1.4 As used in this Section 14.1, a sale, lease or other
              disposition of assets (including Securities) shall (unless
              consisting of sales of inventory made in the ordinary course of
              business) be deemed to be a "substantial part" of Consolidated
              Assets if the book value of such assets, when added to the book
              value of all other assets sold, leased or otherwise disposed of by
              the Restricted Group (other than in the ordinary course of
              business) during the 12-month period ending with the date of such
              sale, lease or other disposition, exceeds, in the aggregate, 10%
              of Consolidated Assets, determined as of the end of the
              immediately preceding fiscal quarter.

              For the purpose of making any determination of "substantial part",
              any sale, lease or other dispositions of assets of the Restricted
              Group shall not be included if and to the extent the net proceeds
              are segregated from the general accounts of the Restricted Group,
              invested in Available Cash until applied in accordance with
              clauses (1) or (2) below, and either (1) within 6 months after
              such sale, lease or other disposition, are used to acquire Like
              Assets, or (2) within 6 months after such sale, lease or
              disposition, are applied to the prepayment of the Loan in
              accordance with the provisions of Section 8.2 of the
              Inter-Creditor Agreement. Any such prepayment shall be applied
              first to repay the Loan and the Notes, and the Credit under
              Facility B will be reduced by an amount equal to the amount of
              such repayment of the Loan and then, once Facility B has been
              repaid in full and the Credit the Credit under Facility C shall be
              reduced by an amount equal to the remainder of such repayment, in
              inverse order of the scheduled reductions under Section 9.1.

         14.2 LIMITATIONS ON DEBT

              14.2.1 Create, assume or incur or in any manner become liable in
              respect of any Debt, except:

                  (a)   Debt of the Restricted Group permitted by subsection
                        13.11.1 and 13.11.4;



<PAGE>
                                                                              94

                  (b)   Debt of IPG or a Restricted Subsidiary owed to IPG or to
                        a Wholly-owned Restricted Subsidiary; and

                  (c)   unsecured Debt of any Restricted Subsidiary ("SUBSIDIARY
                        PRIORITY DEBT") and Debt of the Restricted Group secured
                        by Permitted Charges ("SECURED PRIORITY DEBT", and,
                        collectively with the Subsidiary Priority Debt being
                        herein called "PRIORITY DEBT"), provided that, at the
                        time of issuance of any such Priority Debt and after
                        giving effect thereto and to the application of the
                        proceeds thereof, (x) the aggregate principal amount of
                        Priority Debt (including Facility A) shall not exceed
                        20%, or 12.5% during any Release Period under the first
                        paragraph of Section 10.3, of Consolidated Net Worth and
                        (y) all such Priority Debt shall have been incurred
                        within the other applicable limitations of this Section
                        14.2, and provided further that, for the purposes of
                        this Agreement and the Security Documents, Debt under or
                        in respect of Facility B, Facility C and the Notes, and
                        Debt permitted by clause (b) above, shall not constitute
                        Priority Debt. For the purposes of this clause (c),
                        Facility A shall be deemed to be fully utilized at all
                        times until it is repaid and cancelled.

              14.2.2 Any Person which becomes a Restricted Subsidiary after the
              date hereof shall, for all purposes of this Section 14.2, be
              deemed to have created, assumed or incurred at the time it becomes
              a Restricted Subsidiary all Debt of such Person existing
              immediately after it becomes a Restricted Subsidiary.

              14.2.3 If any member of the Restricted Group incurs additional
              Debt, other than Debt secured by Charges described in subsection 7
              of the definition of "Permitted Charges", such Debt shall be
              subject to terms and conditions no more restrictive than those
              contained herein and in the Note Agreements, excluding terms and
              conditions relating to pricing, collateral (in the case of
              Priority Debt alone) and Margins.

              14.2.4 Neither LLC nor Canco shall incur or have at any time any
              Indebtedness in excess of an aggregate amount of US $100,000, save
              as provided in the undertakings contemplated in subsection
              11.1.13(b).

         14.3 FACILITY B/C BORROWER BUSINESS

         Permit any of the Facility B/C Borrower or any of its Subsidiaries,
         including Canco and LLC, to carry on any business, other than (i)
         taking such steps as may be necessary to maintain its existence or to
         hold Securities of Restricted Subsidiaries, (ii) provided no Default
         shall have occurred and be continuing and that no Event of Default
         shall have occurred which has not been waived, LLC may lend money to
         IPG (US) Inc., (iii) performing any action required hereunder or in
         respect hereof or under or in respect of any




<PAGE>
                                                                              95

         of the Security Documents, the Note Agreements or the Notes; and (iv)
         the incurrence of any Indebtedness permitted by subsection 14.2.4, and,
         with respect to the Facility B/C Borrower, Indebtedness permitted
         hereunder.

         14.4 CHARGES

         Create, incur, assume, enter into or permit to subsist, directly or
         indirectly, any Charge on its or their property or assets, whether now
         owned or hereafter acquired, or upon any income or profits therefrom,
         except Permitted Charges, and only to the extent that (a) no Material
         Adverse Change occurs as a result and (b) the aggregate amount of
         Priority Debt (as defined in subsection 14.2.1 (c)) does not exceed 20%
         of Consolidated Net Worth, or, during any Release Period referred to in
         the first paragraph of Section 10.3, 12.5% of Consolidated Net Worth.

         14.5 INVESTMENTS AND RESTRICTED PAYMENTS

              14.5.1 Until such time as Facility B is fully repaid and
              cancelled, make any Restricted Payment. Until such time as
              Facility B is fully repaid and cancelled, make any Investment
              (other than a Permitted Investment), unless after giving effect to
              such Investment, (i) the ratio of Total Debt to EBITDA calculated
              on a quarterly basis as set out in subsection 13.11.4 is less than
              or equal to 3.25:1 for the two previous fiscal quarters and the
              two subsequent fiscal quarters on a pro forma basis, and (ii) the
              aggregate amount of all Investments (other than Permitted
              Investments) made by the Restricted Group up to such date would
              not exceed 10% of Consolidated Net Worth as of the end of the most
              recently ended fiscal quarter. The amount of Investments (other
              than Permitted Investments) as of the Closing Date is deemed to be
              US$11,176,870, comprised of the Investments described in Schedule
              "R" hereto.

         Once Facility B is fully repaid and cancelled, the Restricted Group
         shall not make:

                  (a)   any Investment (other than Permitted Investments), if,
                        after giving effect thereto, the aggregate amount of all
                        such Investments made by the Restricted Group up to such
                        date would exceed 10% of Consolidated Net Worth as of
                        the end of the most recently ended fiscal quarter; or

                  (b)   any Restricted Payments in excess of US$5,000,000 per
                        fiscal year of IPG.

              14.5.2 In addition to and not in limitation of the foregoing
              restrictions, IPG will not, and will not permit any Restricted
              Subsidiary to, make any Investment in any Unrestricted Subsidiary
              not engaged in a business substantially related to the business of
              the Restricted Group.

              14.5.3 Furthermore, LLC shall not make any Investment other than
              Permitted Investments described in the second, third and fourth
              paragraphs of the definition


<PAGE>
                                                                              96

              thereof and Permitted Investments in IPG (US) Inc. The latter
              shall not make any Investment other than Permitted Investments
              described in such paragraphs and Permitted Investments in any
              Restricted Subsidiary that has executed the required Security
              Documents.

              14.5.4 The following restrictions shall apply in connection with
              any and all payments to Drumheath by any member of the Restricted
              Group:

                 (a)    until such time as Facility B has been repaid in full
                        and the Credit thereunder cancelled, all payments to
                        Drumheath must be on account of premiums payable for the
                        insurance policies issued by Drumheath. After Facility B
                        has been repaid and the Credit thereunder cancelled,
                        such payments may be paid partly as premiums and partly
                        on account of Investments, as determined by the
                        Restricted Group. Notwithstanding the foregoing, the sum
                        total of payments to Drumheath may not exceed
                        US$3,000,000 in any fiscal year of IPG;

                 (b)    no Investments in or payments or Restricted Payments to
                        Drumheath may be made while a Default has occurred or is
                        continuing or following the occurrence of an Event of
                        Default which has not been waived;

                 (c)    until Facility B has been repaid in full and the Credit
                        thereunder cancelled, Drumheath may not enter into any
                        insurance contracts in respect of any other kinds of
                        insurance other than the types of insurance it is
                        currently underwriting, consisting of workers'
                        compensation;

                 (d)    all of Drumheath's liability in connection with workers'
                        compensation policies shall be reinsured by reputable
                        reinsurance companies, which reinsurance policies shall
                        remain in effect at all times;

                 (e)    Drumheath may not carry on any new line of business, not
                        currently conducted by Drumheath as of the Closing Date,
                        during the Term other than, subject to subsection
                        14.5.4(c), an insurance business, as defined under
                        applicable Law;

                 (f)    prior to the occurrence of any Event of Default which
                        has not been waived, any monies coming from Drumheath
                        including dividends, distributions and related proceeds
                        (other than payment of claims under valid policies of
                        insurance and other expenses to be paid in the ordinary
                        course of business) must be paid directly to a member of
                        the Restricted Group. Following the occurrence of an
                        Event of Default which has


<PAGE>
                                                                              97

                        not been waived, at the request of the Agent on behalf
                        of the Lenders, the Borrowers and the Guarantors shall
                        cancel all insurance policies contracted with Drumheath
                        in accordance with the terms of any such policy, other
                        than those in respect of workers' compensation, cause
                        Drumheath to cease carrying on business, and shall cause
                        the net amount of all sums left in Drumheath (following
                        the payment by Drumheath of, or reservation for, all
                        claims (including those incurred but not reported) in
                        respect of policies outstanding, in accordance with
                        applicable Law) to be paid to a member of the Restricted
                        Group to be paid to the Agent for the Lenders to reduce
                        the Credit under Facilities B and C, in that order,
                        subject to Pro Rata Sharing; and

                  (g)   each of the Borrowers and the Guarantors confirms that
                        it has not guaranteed any of the liabilities of
                        Drumheath under any of its insurance policies, nor has
                        any of them provided any other guarantee of any
                        liability of Drumheath of any nature whatsoever.

              Notwithstanding the provisions of subsection 14.5.1, the
              US$3,000,000 annual Restricted Payments to and/or Investments in
              Drumheath may be made even where the restrictions set out in
              clause (i) of subsection 14.5.1 have not been met.

              All payments to Drumheath shall be deemed "Investments" for the
              purposes of subsection 14.5.1.

              14.5.5 In addition to the foregoing restrictions, IPG will not
              make any Restricted Payments or any Investment if, at the time
              thereof or after giving effect thereto, any Default shall have
              occurred and be continuing or Event of Default shall have occurred
              which has not been waived.

              14.5.6 IPG will not declare any dividend which constitutes a
              Restricted Payment payable more than 60 days after the date of
              declaration thereof.

              14.5.7 For the purposes of this Section 14.5, the amount of any
              Restricted Payment declared, paid or distributed in property shall
              be deemed to be the greater of the book value or fair market value
              (as determined in good faith by the Board of Directors of IPG) of
              such property at the time of the making of the Restricted Payment
              in question.

              14.5.8 In valuing any Investments for the purpose of applying the
              limitations set forth in this Section 14.5, such Investments shall
              be taken at the original cost thereof, without allowance for any
              subsequent write-offs or appreciation or depreciation therein, but
              less any amount repaid or recovered on account of capital or
              principal.



<PAGE>
                                                                              98

              14.5.9 For the purposes of this Section 14.5, at any time when a
              Person becomes a Restricted Subsidiary, all Investments of such
              Person at such time shall be deemed to have been made by such
              Person, as a Restricted Subsidiary, at such time.

         14.6 RESTRICTIONS ON CAPITAL EXPENDITURES

         Until such time as Facility B is fully repaid and cancelled, make any
         capital expenditures exceeding US$20,000,000 in any fiscal year of IPG
         unless the ratio of Total Debt to EBITDA set forth in subsection
         13.11.4 has been less than or equal to 3.25:1 for a period of four
         consecutive quarters. The foregoing restriction shall apply again if,
         at the end of any fiscal quarter, such ratio exceeds 3.25:1, unless
         Facility B has theretofore been fully repaid and cancelled.

         Once Facility B is fully repaid and cancelled or the ratio of Total
         Debt to EBITDA referred to in the preceding paragraph is met (for the
         purposes of this paragraph, the "CONDITIONS"), the Restricted Group
         shall not make capital expenditures exceeding an amount equal to 10% of
         Consolidated Net Worth in any fiscal year of IPG without the consent of
         the Lenders, acting reasonably. If either of the Conditions occurs on a
         date other than the last day of a fiscal year of IPG, the Restricted
         Group shall be permitted in such fiscal year to make the capital
         expenditures allowed in this paragraph rather than those permitted by
         the previous paragraph. Such amount shall be increased to 20% for any
         fiscal year in which the ratio of Total Debt to EBITDA set forth in
         subsection 13.11.4 has not exceeded 3.0:1 for a period of four
         consecutive quarters and IPG has maintained a credit rating for each of
         its two previous fiscal quarters with respect to its long-term, senior
         unsecured Debt of "BBB" or better by Standard & Poor's (or an
         equivalent credit rating by Moody's or an equivalent agency acceptable
         to the Lenders); provided that if at any time thereafter, the aforesaid
         (a) ratio in respect of the immediately preceding four quarters, or (b)
         Debt rating, no longer meets the applicable tests described above, the
         applicable percentage shall once again be 10% for the fiscal year in
         which such condition is no longer met.

         14.7 TRANSACTIONS WITH AFFILIATES

         Enter into or be a party to any transaction or arrangement with any
         Affiliate (including, without limitation, the purchase from, sale to or
         exchange of property with, or the rendering of any service by or for,
         any Affiliate), except in the ordinary course of and pursuant to the
         reasonable requirements of any member of the Restricted Group's
         business and upon fair and reasonable terms no less favourable to such
         member of the Restricted Group than would obtain in a comparable
         arm's-length transaction with a Person other than an Affiliate.

         14.8 TERMINATION OF PENSION PLANS

         Withdraw, or permit any ERISA Affiliate to withdraw, from any
         Multiemployer Plan or permit any Plan (other than a Multiemployer Plan)
         to be terminated if such withdrawal or termination could result in
         withdrawal liability (as described in Part 1 of Subtitle B of Title IV
         of ERISA) of the Restricted Group or the imposition of a Charge on any
         property of IPG



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         or any Subsidiary pursuant to Section 4068 of ERISA in excess of
         $3,000,000 (subject to reduction in accordance with the provisions of
         subsection 12.15.6).

         14.9 OWNERSHIP OF SUBSIDIARIES

         Permit each of LP, LLC, Canco, IPI, IPC and all Operating Restricted
         Subsidiaries to be other than Wholly-owned Subsidiaries, or at any time
         own (either directly or through the Restricted Subsidiaries) less than
         80% of the Voting Stock of its other Restricted Subsidiaries, together
         with such securities of such other Restricted Subsidiaries as are
         necessary to provide IPG with a direct or indirect economic interest of
         not less than 80% of each such other Restricted Subsidiary.

         14.10 NO RESTRICTIONS ON DISTRIBUTIONS

         Restrict in any way the ability of the Restricted Subsidiaries to
         declare or make any payment contemplated in the first, second and third
         subsections of the definition of the term "Restricted Payments" to its
         shareholder(s) or other equity owners, except for such restrictions
         arising under applicable law in relation to the solvency of the
         Restricted Subsidiaries.

         14.11 NO AMENDMENTS TO NOTE AGREEMENTS

         Allow any provision of the Note Agreements in relation to repayments,
         prepayments, pricing or financial covenants to be amended, replaced or
         deleted in any manner that would be adverse to the Lenders without the
         prior written consent of the Agent. This negative covenant is
         supplemental to the covenant set forth in Section 10.5 of the
         Inter-Creditor Agreement.

         14.12 INTELLECTUAL PROPERTY

         Except as permitted by Section 14.1, IPG shall not, and shall not
         permit any member of the Restricted Group to, sell or transfer any
         portion of such Person's ownership interest in any intellectual
         property (as described in the Security Documents); provided, that any
         member of the Restricted Group may sell or transfer any such
         intellectual property to IPG Technologies Inc. at any time, subject to
         any notice requirements set forth in Section 13.23.

15       EVENTS OF DEFAULT AND REALIZATION

         15.1 EVENT OF DEFAULT

         The occurrence of any of the following events during the Term shall
         constitute an Event of Default unless remedied within the prescribed
         delays or renounced to in writing:

              15.1.1 If any of the Borrowers fails to make any payment of
              interest or principal with respect to the Loan when due, or fails
              to pay any other amount due to the Agent or the Lenders within two
              (2) Business Days after notice thereof; or



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              15.1.2 If any member of the Restricted Group fails to respect any
              of its other obligations and undertakings hereunder or under the
              Security Documents (including during any Release Period) or
              another undertaking of such member of the Restricted Group with
              respect to the Loan (including the undertakings described in
              Section 11.1) not otherwise contemplated by this Section 15.1 and
              has not remedied the Default within ten (10) days following the
              date on which the Agent has given written notice to the relevant
              Borrower(s); or

              15.1.3 If (a) a court having jurisdiction shall enter a decree or
              order for relief in respect of any member of the Restricted Group
              in an involuntary case under the United States Bankruptcy Code of
              1978 (11 U.S.C. et. seq.) (the "BANKRUPTCY CODE"), or under any
              other applicable bankruptcy, insolvency or similar law now or
              hereafter in effect, which decree or order is not stayed; or any
              other similar relief shall be granted under any applicable federal
              or state law; or (b) an involuntary case shall be commenced
              against any member of the Restricted Group under the Bankruptcy
              Code or under any other applicable bankruptcy, insolvency or
              similar law now or hereafter in effect; or a decree or order of a
              court having jurisdiction in the premises for the appointment of a
              receiver, liquidator, sequestrator, trustee, custodian or other
              officer having similar powers over any member of the Restricted
              Group, or over all or a substantial part of its property, shall
              have been entered; or there shall have occurred the involuntary
              appointment of an interim receiver, trustee or other custodian of
              any member of the Restricted Group for all or a substantial part
              of its property; or (c) any member of the Restricted Group shall
              have an order for relief entered with respect to it or commence a
              voluntary case under the Bankruptcy Code or under any other
              applicable bankruptcy, insolvency or similar law nor or hereafter
              in effect, or shall consent to the entry of an order for relief in
              an involuntary case, or to the conversion of an involuntary case
              to a voluntary case, under any such law, or shall consent to the
              appointment of or taking possession by a receiver, trustee or
              other custodian for all or a substantial part of its property; or
              any member of the Restricted Group shall make any assignment for
              the benefit of creditors; or (d) any member of the Restricted
              Group shall be unable, or shall fail generally, or shall admit in
              writing its inability, to pay its debts as such debts become due;
              or the board of directors (or similar governing body) of any
              member of the Restricted Group (or any committee thereof) shall
              adopt any resolution or otherwise authorize any action to approve
              any of the actions referred to in clause (c) above or this clause
              (d) (each of the events described in clauses (a) and (b) above are
              hereinafter in this subsection 15.1.3 called a "PROCEEDING");
              provided that, if a Proceeding is commenced against any member of
              the Restricted Group, the Restricted Group shall have the right to
              contest the Proceeding in good faith, if the Agent is absolutely
              satisfied, in its complete discretion, that the repayment of the
              Loan and the ability of each of the Borrowers and IPG to service
              their Debt shall not be compromised; or

              15.1.4 If property of any member of the Restricted Group having a
              total value of more than US $2,500,000 is the object of a seizure
              or of a taking of possession or other Proceeding by a creditor,
              provided that if such legal proceedings are


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              commenced against any member of the Restricted Group, such member
              shall have the right to contest same in good faith, if the Agent
              is absolutely satisfied, in its complete discretion, that the
              repayment of the Loan and the ability of each of the Borrowers and
              IPG to service its Debt will not be compromised; or

              15.1.5 If any statement, attestation, financial statement, report,
              data, representation or warranty which was given by, for the
              account of or in the name of any member of the Restricted Group to
              the Agent or the Lenders, with respect to this Agreement or the
              Security Documents, is revealed to be false, misleading or
              incomplete in any material respect at any time, or if the auditors
              certifying the financial statements in accordance with subsection
              13.16.2 insert a material qualification in their opinion; or

              15.1.6 If any member of the Restricted Group is in default with
              respect to any Material Debt (other than amounts due to the
              Lenders hereunder), if:

                  (a)   such default was caused by the failure to make any
                        payment of an amount in excess of US $5,000,000 when
                        due, and such default is not remedied within ten (10)
                        days of its occurrence; or

                  (b)   such default could permit the creditor of such Material
                        Debt to cause an amount in excess of US $5,000,000 to
                        become due and payable prior to its stated maturity or
                        scheduled payment date; or

              15.1.7 If a judgment is rendered by a competent tribunal against
              any member of the Restricted Group in an aggregate amount in
              excess of US $2,500,000 (net of applicable insurance coverage
              pursuant to which liability is acknowledged in writing by the
              insurer to the Agent on behalf of the Lenders) and remains
              undischarged for a period ending not more than five (5) Business
              Days before the date on which such judgment becomes enforceable;
              or

              15.1.8 If LLC assigns or transfers any of its rights against any
              Restricted Subsidiary with respect to amounts owed to it by such
              Restricted Subsidiary, except as permitted by the provisions
              hereof or of the undertaking delivered pursuant to subsection
              11.1.13; or

              15.1.9 If any of the Notes become payable in advance following a
              Change in Control, as defined in the Note Agreements; or

              15.1.10 If in the opinion of the Lenders, acting in good faith, a
              Material Adverse Change has occurred since December 31, 2000,
              except as set forth in Schedule "M" hereto, and the Agent has
              given written notice to the Borrowers to such effect; or



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              15.1.11 If PBGC has registered or recorded any Charge securing an
              amount greater than $1,000,000 against the property of the
              Restricted Group.

         15.2 REMEDIES

         If an Event of Default occurs under subsection 15.1.3, the Loans shall
         immediately become due and payable, without presentation, demand,
         protest or other notice of any nature, to which the Borrowers hereby
         expressly renounce. If any other Event of Default occurs and is
         continuing, the Agent may, at its option, and shall if required to do
         so by the Lenders, declare immediately due and payable, without
         presentation, demand, protest or other notice of any nature, to which
         the Borrowers hereby expressly renounce, notwithstanding any provision
         to the contrary effect in this Agreement or in the Security Documents:

              15.2.1 the entire amount of the Loan, including the amount
              corresponding to the face amount of all Letters of Credit then
              outstanding and the principal amount of the BA Advances then
              outstanding, in principal and interest, notwithstanding the fact
              that one or more of the holders of the Bankers' Acceptances or the
              Letters of Credit issued pursuant to the provisions hereof have
              not demanded payment in whole or in part or have demanded only
              partial payment from the Lenders. Neither IPG, LLC nor the
              Borrowers shall have the right to invoke against the Lenders any
              defence or right of action, indemnification or compensation of any
              nature or kind whatsoever that the Borrowers may at any time have
              or have had with respect to any holder of one or more of the
              Letters of Credit or Bankers' Acceptances issued in accordance
              with the provisions hereof. Any amounts paid to the Lenders in
              respect of any outstanding Letters of Credit shall be retained by
              the Lenders to be applied against such Letters of Credit when
              payment thereon is requested, with any balance, after payment of
              all Loans, to be returned to the relevant Borrower(s); and

              15.2.2 an amount equal to the amount of losses, costs and expenses
              suffered or incurred by the Lenders, in each case as and to the
              extent required by Section 8.2 and Section 8.3, if applicable; and

         the Credit shall cease and as and from such time shall be annulled, and
         the Lenders may exercise all of their rights and recourses under the
         provisions of this Agreement and the Security Documents. For greater
         certainty, from and after the occurrence and during the continuance of
         any Default or from and after the occurrence of an Event of Default
         which has not been waived, the Lenders shall not be obliged to make any
         further Advances under the Credit.

         15.3 BANKRUPTCY AND INSOLVENCY

         If any member of the Restricted Group files a notice of intention to
         file a proposal, or files a proposal under the Bankruptcy and
         Insolvency Act, or files a petition under the US Bankruptcy Code, or if
         IPG or any of the Restricted Subsidiaries obtains the permission of a
         Canadian court to file a Plan of Arrangement under the Companies'
         Creditors Arrangements Act, and if a stay of proceedings is obtained or
         ordered under the provisions of any such statute, without prejudice to
         the Lenders' rights to contest such stay of proceedings, each of



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         the Borrowers, LLC and IPG covenants and agrees to continue to pay
         interest on all amounts due to the Lenders. In this regard, each of the
         Borrowers, LLC and IPG acknowledges that permitting the Borrowers to
         continue to use the proceeds of the Loan constitutes valuable
         consideration provided after the filing of any such proceeding in the
         same way that permitting the Borrowers to use leased premises
         constitutes such valuable consideration.

         15.4 APPLICATION OF PROCEEDS

         Subject to the provisions of the Inter-Creditor Agreement, the Agent
         may apply the proceeds of realization of the property contemplated by
         the Security Documents and of any credit or compensating balance, in
         reduction of the part of the Indebtedness of the Borrowers to the
         Lenders (in principal, interest or accessories) which is then due and
         payable hereunder. Notwithstanding the foregoing and except during any
         Release Period arising under the provisions of the second paragraph of
         Section 10.3 hereof, the proceeds of any such realization of the
         Operating Assets received by the Agent shall be applied first to
         Facility A, second to Facility B and then to Facility C.

         15.5 NOTICE

         Except where otherwise expressly provided herein or in any Security
         Document, no notice or demand of any nature is required to be given to
         the Borrowers or the Guarantors by the Agent in order to put the
         Borrowers and the Guarantors in default, which shall occur by the
         simple lapse of time granted to execute an obligation or by the simple
         occurrence of a Default.

         15.6 COSTS

         If an Event of Default occurs which has not been waived, and within the
         limits contemplated by Section 13.15, the Agent may impute to the
         account of the Lenders and pay to other persons reasonable sums for
         services rendered with respect to the realization, recovery, sale,
         transfer, delivery and obtention of payment with respect to the
         Security, and may deduct the amount of such costs and payments from the
         proceeds which it receives therefrom. The balance of such proceeds may
         be held by the Agent in the place of such Security and, when the Agent
         decides it is opportune, acting reasonably, may be applied to the
         account of the part of the Indebtedness of the Restricted Group to the
         Lenders which the Agent deems preferable, without prejudice to the
         rights of the Lenders against the Restricted Group for any loss of
         profit. This Section is subject to the provisions of the Inter-Creditor
         Agreement.

         15.7 RELATIONS WITH THE RESTRICTED GROUP

         The Agent may grant delays, take security or renounce thereto, accept
         compromises, grant acquittances and releases and otherwise negotiate
         with the Restricted Group as it deems advisable without in any way
         diminishing the liability of the Restricted Group nor prejudicing the
         rights of the Agent or the Lenders with respect to the Security.



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16       JUDGMENT CURRENCY

         16.1 RULES OF CONVERSION

         If for the purpose of obtaining judgment in any court or for any other
         purpose hereunder, it is necessary to convert an amount due, advanced
         or to be advanced hereunder from the currency in which it is due (the
         "FIRST CURRENCY") into another currency (the "SECOND CURRENCY") the
         rate of exchange used shall be that at which, in accordance with normal
         banking procedures, the Agent could purchase, in the Canadian money
         market or the Canadian exchange market, as the case may be, the First
         Currency with the Second Currency on the date on which the judgment is
         rendered, the sum is payable or advanced or to be advanced, as the case
         may be. Each of the Borrowers, IPG and LLC agrees that its obligations
         in respect of any First Currency due from it to the Lenders in
         accordance with the provisions hereof shall, notwithstanding any
         judgment rendered or payment made in the Second Currency, be discharged
         by a payment made to the Agent on account thereof in the Second
         Currency only to the extent that, on the Business Day following receipt
         of such payment in the Second Currency, the Agent may, in accordance
         with normal banking procedures, purchase on the Canadian money market
         or the Canadian foreign exchange market, as the case may be, the First
         Currency with the amount of the Second Currency so paid or which a
         judgment rendered payable; and if the amount of the First Currency
         which may be so purchased is less than the amount originally due in the
         First Currency, each of the Borrowers, IPG and LLC agrees as a separate
         and independent obligation and notwithstanding any such payment or
         judgment to indemnify the Lenders against such deficiency.

         16.2 DETERMINATION OF AN EQUIVALENT CURRENCY

         If, in their discretion, the Lenders or the Agent choose or, pursuant
         to the terms of this Agreement, are obliged to choose the equivalent in
         Canadian Dollars of any securities or amounts expressed in US Dollars
         or the equivalent in US Dollars of any securities or amounts expressed
         in Canadian Dollars, the Agent, in accordance with the conversion rules
         as stipulated in Section 16.1:

              16.2.1 on the date indicated in the Notice of Borrowing as the
              date of a request for an Advance; and

              16.2.2 at any other time which in the opinion of the Lenders is
              desirable;

         may, using the spot rate of the Agent on such date, determine the
         equivalent in Canadian Dollars or in US Dollars, as the case may be, of
         any security or amount expressed in the other currency pursuant to the
         terms hereof. Immediately following such determination, the Agent shall
         inform the Borrowers and IPG of the conclusion which the Lenders have
         reached.


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17       ASSIGNMENT

         17.1 ASSIGNMENT BY THE BORROWERS

         The rights of the Borrowers under the provisions hereof are purely
         personal and may not be transferred or assigned, and the Borrowers may
         not transfer or assign any of their obligations hereunder, such
         assignment being null and of no effect opposite the Lenders and
         rendering any balance outstanding of the amounts referred to in Section
         l5.2 immediately due and payable at the option of the Lenders and
         further releasing the Lenders from any obligation to make any further
         Advances under the provisions hereof.

         17.2 ASSIGNMENTS AND TRANSFERS BY THE LENDERS

              17.2.1 Each Lender may, at its own cost, assign or transfer to a
              financial institution entitled to lend money in the United States
              of America or Canada (the "ASSIGNEE") in accordance with this
              Article 17 any or all of its rights, benefits and obligations
              under Facility A and/or Facility B and/or Facility C hereunder
              with the prior consent of the relevant Borrower(s), which will not
              be unreasonably withheld or delayed. After the occurrence and
              during the continuance of a Default or after the occurrence of an
              Event of Default and unless and until same has been waived, any
              Lender may transfer all or any part of its rights, benefits and
              obligations hereunder to any Person, without the consent of any of
              the Borrowers, but upon notice to the relevant Borrower(s). The
              prior written consent of the Issuing Lender (as defined in Section
              4.3) shall be required in the case of assignment in relation to
              Facility A.

              17.2.2 Any such assignment or transfer shall be for a minimum
              amount of US $5,000,000 and in multiples of US $1,000,000
              thereafter, of any Commitment.

              17.2.3 Notwithstanding subsection 17.2.1, each Lender shall be
              entitled to assign or transfer, at its own cost, in accordance
              with the other provisions of this Section 17 (including 17.5), its
              rights, benefits and obligations hereunder, in whole or in part,
              to a parent, a subsidiary or an affiliate of such Lender, provided
              that such Lender has taken all reasonable measures to avoid any
              resulting adverse tax consequences, including increases in respect
              of withholding, for any of the Borrowers.

         17.3 TRANSFER AGREEMENT

         If a Lender wishes to assign or transfer all or any of its rights,
         benefits and obligations hereunder in accordance with Section 17.2,
         then such assignment or transfer shall be effected by the execution and
         delivery by such Lender to the Agent of a duly completed and executed
         Transfer Agreement whereupon, to the extent that in such Transfer
         Agreement the Lender seeks to assign or transfer its rights and
         obligations hereunder:

              17.3.1 such Lender shall be released from further obligations to
              the Borrowers with respect to the portion of the obligations of
              such Lender assumed by the Assignee;


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              17.3.2 the Assignee shall assume the obligations of such Lender
              and acquire the rights of such Lender in respect of the Borrowers,
              LLC, IPG and the other Guarantors, without novation of the
              Borrowers' obligations;

              17.3.3 the Agent, such Lender and the Assignee shall acquire the
              same rights and assume the same obligations between themselves as
              they would have acquired and assumed had the Assignee been an
              original party hereto with the obligations assumed and the rights
              acquired by it as a result of such assignment or transfer; and

              17.3.4 such Lender, the Agent, the Borrowers, LLC, IPG and the
              other Guarantors shall execute such documents and perform such
              acts as may be required to give effect to the transfer or
              assignment.

         17.4 NOTICE

         The Agent shall promptly deliver a copy of any Transfer Agreement to
         each party thereto.

         17.5 SUB-COMMITMENTS

         A Lender may, at its own cost, grant one or more sub-participations in
         its rights, benefits and obligations hereunder, provided that,
         notwithstanding any such sub-participation, such Lender shall remain,
         insofar as the Borrowers and the Agent are concerned, as the Lender
         responsible hereunder, and the Borrowers shall not be obliged to
         recognize any such sub-participant as having the rights against it
         which it would have if it had been a party hereto.

         17.6 GENERAL

         Notwithstanding anything contained in this Article:

              17.6.1 the Agent shall act as agent (the "AGENT") for each
              Assignee and, in this connection, with respect to all decisions,
              notices and other matters relating to anything referred to in this
              Agreement, the Borrowers shall only be obliged to give notice to
              or request consents from the Agent; and

              17.6.2 provided no Default shall have occurred and be continuing
              and no Event of Default has occurred which has not been waived,
              the Lenders shall use reasonable efforts to ensure that the
              amounts payable by the Borrowers under this Agreement will not
              increase, whether in respect of withholding on account of taxes or
              otherwise, as a result of any such assignment or transfer to an
              Assignee which is organized under the laws of a jurisdiction
              outside of the United States of America. In this regard, Comerica
              shall use reasonable efforts to maintain its existing arrangements
              with the Borrowers on account of withholding taxes.


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18       THE AGENT AND THE LENDERS

         18.1 AUTHORIZATION OF AGENT

         Each Lender hereby irrevocably appoints and authorizes the Agent to act
         for all purposes as its agent hereunder and under the Security
         Documents to which it is a secured party with such powers as are
         expressly delegated to the Agent by the terms of this Agreement,
         together with such other powers as are reasonably incidental thereto,
         and undertakes not to take any action on its own. Notwithstanding the
         provisions of any Law relating to contracts generally or to agency
         arrangements, the Agent shall have no duties or responsibilities except
         those expressly set forth in this Agreement. As to any matters not
         expressly provided for by this Agreement, the Agent shall act hereunder
         or in connection herewith in accordance with the instructions of the
         Lenders in accordance with the provisions of this Article 18, but, in
         the absence of any such instructions, the Agent may (but shall not be
         obliged to) act as it shall deem fit in the best interests of the
         Lenders, and any such instructions and any action taken by the Agent in
         accordance herewith shall be binding upon each Lender. The Agent shall
         not, by reason of this Agreement, be deemed to be a trustee for the
         benefit of any Lender, the Borrowers or any other Person. Neither the
         Agent nor any of its directors, officers, employees or agents shall be
         responsible to the Lenders for any recitals, statements,
         representations or warranties contained in this Agreement or in any
         certificate or other document referred to, or provided for in, or
         received by any of them under, this Agreement, for the value, validity,
         effectiveness, genuineness, enforceability or sufficiency of this
         Agreement or any other document referred to or provided for herein or
         any collateral provided for hereby or for any failure by the Borrowers,
         LLC or IPG to perform its or their obligations hereunder. The Agent may
         employ agents and attorneys-in-fact and shall not be responsible for
         the negligence or misconduct of any such agents or attorneys-in-fact
         selected by it with reasonable care. Neither the Agent nor any of its
         directors, officers, employees or agents shall be responsible for any
         action taken or omitted to be taken by it or them under or in
         connection herewith, except for its or their own gross negligence or
         wilful misconduct.

         18.2 POWER OF ATTORNEY FOR QUEBEC PURPOSES

         For greater certainty, and without limiting the powers of the Agent
         hereunder or the powers of the Agent, the Canadian Collateral Agent,
         the Canadian Collateral Trustee, the US Collateral Agent or the US
         Collateral Trustee under the Security Documents, each of the Lenders
         hereby acknowledges that the Canadian Collateral Agent and the Canadian
         Collateral Trustee (collectively, the "PARTIES") shall, for the
         purposes of holding any security granted under the Security Documents
         pursuant to the laws of the Province of Quebec to secure payment of
         debentures (or any similar instruments), each be the holder of an
         irrevocable power of attorney (fonde de pouvoir) (within the meaning of
         Article 2692 of the Civil Code of Quebec) for all present and future
         Lenders and holders of such debentures, in respect of the Security
         described in Section 10.2, all present and future holders of the Notes
         and the holders of such debentures. Each of the Lenders and TD, as
         holder of said debentures, hereby constitutes, to the extent necessary,
         each of the Parties as the holder of such irrevocable power of attorney
         (fonde de pouvoir) in order to hold security granted under the Security
         Documents in the Province of Quebec to secure the debentures (or any
         similar instrument). Each assignee Lender shall be deemed to have
         confirmed and ratified the constitution of each of the Parties as the
         holder of such irrevocable power of attorney (fonde de pouvoir) by
         execution of the relevant Transfer Agreement. Notwithstanding the
         provisions of Section 32 of the Special Powers of Legal Persons Act
         (Quebec), each of the Parties may acquire and be the holder of a
         debenture (or any



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         similar instrument). Each member of the Restricted Group hereby
         acknowledges that each of the debentures executed in connection
         herewith constitutes a title of indebtedness, as such term is used in
         Article 2692 of the Civil Code of Quebec. The Canadian Collateral Agent
         hereby acknowledges and accepts the Quebec deeds of hypothec granted
         pursuant to Section 10.1 forming part of the Security Documents and
         agrees to be bound by the provisions thereof.

         Notwithstanding Section 19.8 hereof, the provisions of this Section
         18.2 shall be governed by the laws of Quebec and the federal laws of
         Canada applicable therein.

         18.3 AGENT'S RESPONSIBILITY

              18.3.1 The Agent shall be entitled to rely upon any certificate,
              notice or other document (including any cable, telegram, telex or
              telecopy) believed by it to be genuine and correct and to have
              been signed or sent by or on behalf of the proper person or
              persons, and upon advice and statements of legal advisers,
              independent accountants and other experts selected by the Agent.
              The Agent may deem and treat each Lender as the holder of the
              Commitment in the Loan made by such Lender for all purposes hereof
              unless and until an Assignment has been completed in accordance
              with Section 17.2.

              18.3.2 The Agent shall not be deemed to have knowledge of the
              occurrence of a Default or Event of Default unless the Agent has
              received notice from a Lender or a Borrower describing such a
              Default or Event of Default and stating that such notice is a
              "Notice of Default". In the event that the Agent receives such a
              notice of the occurrence of a Default or Event of Default or
              otherwise becomes aware that a Default or Event of Default has
              occurred, the Agent shall promptly give notice thereof to the
              Lenders. The Agent shall take such action with respect to such
              Default or Event of Default as shall be reasonably directed by the
              Lenders in accordance with the provisions of this Article 18
              provided that, unless and until the Agent shall have received such
              directions, the Agent may (but shall not be obliged to) take such
              action, or refrain from taking such action, with respect to such a
              Default or Event of Default as it shall deem advisable in the best
              interest of the Lenders.

              18.3.3 The Agent shall have no responsibility, (a) to the
              Borrowers, LLC or IPG on account of the failure of any Lender to
              perform its obligations hereunder, or (b) to any Lender on account
              of the failure of the Borrowers, LLC or IPG to perform their
              obligations hereunder.

              18.3.4 Each Lender severally represents and warrants to the Agent
              that it has made its own independent investigation of the
              financial condition and affairs of the Restricted Group in
              connection with the making and continuation of its


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              Commitment in the Loan hereunder and has not relied on any
              information provided to such Lender by the Agent in connection
              herewith, and each Lender represents and warrants to the Agent
              that it shall continue to make its own independent appraisal of
              the creditworthiness of the Restricted Group while the Loan is
              outstanding or the Lenders have any obligations hereunder.

         18.4 RIGHTS OF AGENT AS LENDER

         The provisions of this Article 18 shall apply to the Agent solely in
         its capacity as such, except to the extent expressly stated otherwise.
         With respect to its Commitment in the Loan, the Agent in its capacity
         as a Lender shall have the same rights and powers hereunder as any
         other Lender and may exercise the same as though it were not acting as
         the Agent and the term "Lender" shall, unless the context otherwise
         indicates, include the Agent in its capacity as a Lender. The Agent may
         (without having to account therefor to any Lender) accept deposits
         from, lend money to and generally engage in any kind of banking or
         other business with the Restricted Group as if it were not acting as
         the Agent and may accept fees and other consideration from the
         Restricted Group for customary services in connection with this
         Agreement and the Loan and otherwise without having to account for the
         same to the Lenders. Any reference in this Agreement to the Agent
         means, where the Agent is also a Lender, the agency department of such
         Lender specifically responsible for acting as Agent under and in
         connection with this Agreement. In acting as Agent, the agency
         department will be treated as a separate entity from any other
         department or division of the Lender in question. Without limiting the
         foregoing, the Agent shall not be deemed to have notice of a document
         or information received by any other department or division of that
         Lender, nor will the Lender concerned be deemed to have notice of a
         document or information received by any other department or division of
         the Agent.

         18.5 INDEMNITY

         Each Lender agrees to indemnify the Agent, to the extent not otherwise
         reimbursed by the Restricted Group, rateably in accordance with its
         respective Commitment in the Loan, for any and all liabilities,
         obligations, losses, damages, penalties, actions, judgements, suits,
         costs, expenses or disbursements of any kind and nature whatsoever
         which may be imposed on, incurred by or asserted against, the Agent in
         any way relating to or arising out of this Agreement, the Security
         Documents or any other documents contemplated by or referred to herein
         or therein or the transactions contemplated hereby or thereby
         (excluding, unless a Default or Event of Default has occurred and is
         continuing, normal administrative costs and expenses incidental to the
         performance of its agency duties hereunder) or the enforcement of any
         of the terms hereof or of any such other documents, provided that no
         Lender shall be liable for any of the foregoing to the extent they
         arise from the Agent's gross negligence or wilful misconduct.

         18.6 NOTICE BY AGENT TO LENDERS

         As soon as practicable after its receipt thereof, the Agent will
         forward to each Lender a copy of each report, notice or other document
         required by this Agreement to be delivered to the Agent for such
         Lender.


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         18.7 PROTECTION OF AGENT

              18.7.1 The Agent shall not be required to keep itself informed as
              to the performance or observance by the Borrowers, LLC or IPG of
              this Agreement or any other document referred to or provided for
              herein or therein or to inspect the properties or books of the
              Restricted Group. Except for notices, reports and other documents
              and information expressly required to be furnished to the Lenders
              by the Agent hereunder, the Agent shall have no duty or
              responsibility to provide any Lender with any credit or other
              information concerning the affairs or financial condition of the
              Restricted Group which may come to the attention of the Agent,
              except where provided to the Agent for the Lenders, provided that
              such information does not confer any advantage to the Agent, in
              its capacity as a Lender, over the other Lenders. Nothing in this
              Agreement shall oblige the Agent to disclose any information
              relating to the Restricted Group if such disclosure would or
              might, in the opinion of the Agent, constitute a breach of any
              Laws or duty of secrecy or confidence.

              18.7.2 Unless the Agent shall have been notified in writing by any
              Lender prior to the date of an Advance requested hereunder that
              such Lender does not intend to make available to the Agent such
              Lender's Commitment in such Advance, the Agent may assume that
              such Lender has made such Lender's Commitment in such Advance
              available to the Agent on the date of such Advance and the Agent
              may, in reliance upon such assumption, make available to the
              relevant Borrower(s) a corresponding amount. If such corresponding
              amount is not in fact made available to the Agent by such Lender,
              the Agent shall be entitled to recover such amount (together with
              interest thereon at the rate determined by the Agent as being its
              cost of funds in the circumstances) on demand from such Lender or,
              if such Lender fails to reimburse the Agent for such amount on
              demand, from the Borrowers.

              18.7.3 Unless the Agent shall have been notified in writing by a
              Borrower prior to the date on which any payment is due hereunder
              that a Borrower does not intend to make such payment, the Agent
              may assume that a Borrower has made such payment when due and the
              Agent may, in reliance upon such assumption, make available to
              each Lender on such payment date an amount equal to such Lender's
              pro rata share of such assumed payment. If it is established that
              a Borrower has not in fact made such payment to the Agent, each
              Lender shall forthwith on demand repay to the Agent the amount
              made available to such Lender (together with interest at the rate
              determined by the Agent as being its cost of funds in the
              circumstances).

         18.8 NOTICE BY LENDERS TO AGENT

         Each Lender shall endeavour to use its best efforts to notify the Agent
         of the occurrence of any Default or Event of Default forthwith upon
         becoming aware of such event, but no Lender shall be liable if it fails
         to give such notice to the Agent.


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         18.9 SHARING AMONG THE LENDERS

         Each Lender agrees that as amongst themselves, except as otherwise
         provided for by the provisions of this Agreement, all amounts received
         by the Agent, in its capacity as agent of the Lenders pursuant to this
         Agreement or any other document contemplated hereby (whether received
         by voluntary payment, by the exercise of the right of set-off or
         compensation or by counterclaim, cross-claim, separate action or as
         proceeds of realization of any Security, other than agency fees and
         arrangement fees and as provided in the third paragraph of this Section
         18.9), shall be shared by each Lender pro rata, in accordance with
         their respective Commitment and each Lender undertakes to do all such
         things as may be reasonably required to give full effect to this
         Section 18.9. If any amount which is so shared is later recovered from
         the Lender who originally received it, each other Lender shall restore
         its proportionate share of such amount to such Lender, without
         interest.

         As a necessary consequence of the foregoing, each Lender shall share,
         in a percentage equal to its Commitment, any losses incurred as a
         result of any Default or Event of Default, and shall pay to the Agent,
         within two (2) Business Days following a request by the Agent, any
         amount required to ensure that such Lender bears its pro rata share of
         such losses, if any, including any amounts required to be paid to any
         Lender in respect of any Bankers' Acceptances or Letters of Credit.
         Such obligation to share losses shall be absolute and unconditional and
         shall not be affected by any circumstance, including (1) any set-off,
         compensation, counterclaim, recoupment, defence or other right which
         such Lender may have against the Agent, any member of the Restricted
         Group or any other Person for any reason whatsoever; (2) the occurrence
         or continuance of any Default or Event of Default; (3) any adverse
         change in the condition (financial or otherwise) of the Restricted
         Group or any other Person; (4) any breach of this Agreement by the
         Borrowers, IPG, LLC or any other Person; or (5) any other circumstance,
         happening or event whatsoever, whether or not similar to any of the
         foregoing. If any Lender does not make available the amount required
         hereunder, the Agent shall be entitled to recover such amount on demand
         from such Lender, together with interest thereon at the US Prime Rate
         from the date of non-payment until such amount is paid in full.

         Subject to the provisions of Section 10.3, the Lenders acknowledge and
         agree that the Facility A Lenders have Charges on the Operating Assets
         ranking prior to the Charges thereon held for the benefit of the
         Facility B and Facility C Lenders. The Lenders further acknowledge that
         any proceeds obtained by the Agent arising out of deposits made by or
         for the account of the Facility A Borrowers in their operating accounts
         may be used firstly to set off or compensate Loans under Facility A,
         second to set off or compensate Loans owing under Facility B and then
         to Loans under Facility C. Finally, the Lenders acknowledge and agree
         that the relative priorities of the Facility A Lenders and the Facility
         B and Facility C Lenders in the event of realization upon the Security
         will be governed by the provisions of Section 15.4.

         This Section shall be subject to the provisions of the Inter-Creditor
         Agreement.


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         18.10 DERIVATIVE OBLIGATIONS

              18.10.1 The Derivative Obligations shall be secured by the
              Security granted under Section 10.2 provided that the related
              Derivative Instruments:

                  (a)   are governed by the ISDA Master Agreement (1992 Version)
                        of the International Swaps and Derivatives Association,
                        Inc.;

                  (b)   provide that bankruptcy or insolvency constitutes an
                        event of default thereunder; and

                  (c)   provide that for the purposes of Section 6(e) of the
                        ISDA Master Agreement (1992 Version) of the
                        International Swaps and Derivatives Association, Inc.,
                        the "Market Quotation" and the "Second Method" methods
                        of calculation apply.

              18.10.2 Each Lender shall confirm to the Agent the details of each
              Derivative Instrument executed by it by or for the benefit of a
              Borrower within thirty (30) days of such execution.

              18.10.3 Each Lender shall also confirm to the Agent and to the
              Borrowers, quarterly on or about the last day of March, June,
              September and December of each fiscal year, the Negative Value of
              the Derivative Instruments issued by it or contracted through it,
              calculated on a net as well as on a gross basis where several
              Derivative Instruments are governed by the same Master Agreement,
              as well as the Facility in respect of which such Derivative
              Instruments apply. The Agent shall then confirm to each Lender the
              total amount of the Negative Value of Derivative Instruments
              entered into with each Lender.

         18.11 PROCEDURE WITH RESPECT TO ADVANCES

         Subject to the provisions of this Agreement, including those with
         respect to Swing Line Advances, upon receipt of a Notice of Borrowing
         from a Borrower, the Agent shall, without delay, advise each Lender of
         the receipt of such notice, and of its proportionate share of the
         amount of each Advance and of the relevant details of the Agent's
         account(s). Each Lender shall disburse its proportionate share of each
         Advance, taking into account its Commitment, and shall make it
         available to the Agent (no later than 10:00 a.m.) on the date of the
         Advance fixed by such Borrower, by depositing its proportionate share
         of the Advance in the Agent's account in Canadian Dollars or US
         Dollars, as the case may be. Once such Borrower has fulfilled the
         conditions stipulated in this Agreement, the Agent will make such
         amounts available to such Borrower on the date of the Advance, at the
         Branch, and, in the absence of other arrangements made in writing
         between the Agent and such Borrower, by transferring or causing to be
         transferred an equivalent amount in the case of a Loan, and the
         Available Proceeds (as defined in subsection 6.2.3(d)) in the case of
         Bankers' Acceptances, in accordance with the instructions of such
         Borrower which appear in the Notice of Borrowing with respect to the
         Advance; however, the obligation of the Agent



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         with respect hereto is limited to taking the steps judged commercially
         reasonable in order to follow such instructions, and once undertaken,
         such steps shall constitute conclusive evidence that the amounts have
         been disbursed in accordance with the applicable provisions. In the
         absence of its gross negligence or willful misconduct, the Agent shall
         not be liable for damages, claims or costs imputed to such Borrower and
         resulting from the fact that the amount of an Advance did not arrive at
         its agreed-upon destination.

         18.12 ACCOUNTS KEPT BY EACH LENDER

         Each Lender shall keep in its books, in respect of its Commitment,
         accounts for the Libor Advances, Prime Rate Advances, US Prime Rate
         Advances, US Base Rate Advances, Bankers' Acceptances and other amounts
         payable by the Borrowers to such Lender under this Agreement. Each
         Lender shall make appropriate entries showing, as debits, the amount of
         the Debt of the Borrowers to it in respect of the Libor Advances, Prime
         Rate Advances, US Prime Rate Advances and US Base Rate Advances and BA
         Advances, as the case may be, the amount of all accrued interest and
         any other amount due to such Lender pursuant hereto and, as credits,
         each payment or repayment of principal and interest made in respect of
         such indebtedness as well as any other amount paid to such Lender
         pursuant hereto. These accounts shall constitute (in the absence of
         manifest error or of contradictory entries in the accounts of the Agent
         referred to in Section 18.11) prima facie evidence of their content
         against the Borrowers.

         The accounts which are maintained by the Agent shall constitute, except
         in the case of manifest error, prima facie proof of the amounts
         advanced and the Bankers' Acceptances accepted by each Lender, the
         interest and other amounts due to them and the payments of principal,
         interest or other amounts made to or for the account of the Lenders
         pursuant hereto.

         18.13 BINDING DETERMINATIONS

         The Agent shall proceed in good faith to make any determination which
         is required in order to apply this Agreement and, once made, such
         determination shall be final and binding upon all Lenders, except in
         the case of manifest error.

         18.14 AMENDMENT OF ARTICLE 18

         The provisions of this Article 18 relating to the rights and
         obligations of the Lenders and the Agent inter se may be amended or
         added to, from time to time, by the execution by the Agent and the
         Lenders of an instrument in writing and such instrument in writing
         shall validly and effectively amend or add to any or all of the
         provisions of this Article 18 affecting the Lenders without requiring
         the execution of such instrument in writing by the Borrowers.

         18.15 DECISIONS, AMENDMENTS AND WAIVERS OF THE LENDERS

         When the Lenders may or must consent to an action or to anything or to
         accomplish another act in applying this Agreement, the Agent shall
         request that each Lender give its consent in this regard. Subject to
         the provisions of Section 18.16, all decisions taken by the Lenders



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         shall be taken by the Majority Lenders. The Agent shall confirm such
         consent to each Lender and to the Borrowers.

         18.16 AUTHORIZED WAIVERS, VARIATIONS AND OMISSIONS

         If so authorized in writing by the Lenders, the Agent, on behalf of the
         Lenders, may grant waivers, consents, vary the terms of this Agreement
         and, subject to the provisions of the Inter-Creditor Agreement and the
         Collateral Trust Indenture, the Security Documents and do or omit to do
         all acts and things in connection herewith or therewith.
         Notwithstanding the foregoing, except with the prior written agreement
         of each of the Lenders, nothing in Section 18.15 or this Section 18.16
         shall authorize (i) any extension of the date for, or alteration in the
         amount, currency or mode of calculation or computation of, any payment
         of principal or interest or other amount, (ii) any increase in the
         Commitment of a Lender, (iii) any extension of any maturity date, (iv)
         any change in the terms of Article 18, (v) any change in the manner of
         making decisions among the Lenders, or in the definition of Majority
         Lenders, (vi) the release of any Borrower or any Guarantor, (vii) the
         release, in whole or in part, of any of the Security Documents, or
         (viii) any change in or any waiver of the conditions precedent provided
         for in Article 11.

         18.17 PROVISIONS FOR THE BENEFIT OF LENDERS ONLY

         The provisions of this Article 18 relating to the rights and
         obligations of the Lenders and Agent inter se shall be operative as
         between the Lenders and Agent only, and the Borrowers shall not have
         any rights or obligations under or be entitled to rely for any purposes
         upon such provisions. However, the provisions of subsection 18.3.3
         shall be applicable as between the Borrowers, IPG, LLC and the Agent
         and the provisions of Sections 18.2 and 18.9 shall be applicable as
         between the Borrowers, IPG, LLC, the Agent, the Lenders and (in the
         case of Section 18.2) the other Parties referred to therein.

         18.18 RESIGNATION OF AGENT

              18.18.1 Notwithstanding the irrevocable appointment of the Agent,
              the Majority Lenders may (with the consent of the Borrowers), upon
              giving the Agent ninety (90) days prior written notice to such
              effect, terminate the Agent's appointment hereunder provided that
              a successor Agent has been appointed at or prior to the expiry of
              such notice.

              18.18.2 The Agent may resign its appointment hereunder at any time
              without giving any reason therefor by giving written notice to
              such effect to each of the other parties hereto. Such resignation
              shall not be effective until a successor Agent has been appointed.

              18.18.3 In the event of any such termination or resignation, the
              Lenders shall appoint a successor Agent acceptable to the
              Borrowers and deliver copies of all accounts to such successor,
              and the retiring Agent shall be discharged from any further
              obligations hereunder but shall remain entitled to the benefit of
              the provisions of this Article 18 and the Agent's successor, and
              each of the other parties


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                                                                             115

              hereto shall have the same rights and obligations among themselves
              as they would have had if such successor originally had been a
              party hereto as Agent.

         18.19 CANADIAN AGENT AND US AGENT

         Notwithstanding any other provision hereof, and unless otherwise
         directed by the Agent, Notices of Borrowing and other matters hereunder
         (collectively, the "MATTERS") concerning the US Borrowers and US
         Lenders shall be dealt with by and addressed to the US Agent, and
         Matters concerning the Canadian Borrower and the Canadian Lenders shall
         be dealt with by and addressed to the Canadian Agent. Where such Matter
         relates to both Canadian and US parties (for example, the notice
         described in Section 2.2), such Matter shall be dealt with by and
         addressed to both the US Agent and the Canadian Agent. The payment of
         Fees and the repayment of the Loans shall be made as follows or
         otherwise as directed by the Agents:

              18.19.1 the US Borrowers shall make such payments and repayments
              to the US Agent; and

              18.19.2 the Canadian Borrowers shall make such payments and
              repayments to the Canadian Agent.

19       MISCELLANEOUS

         19.1 NOTICES

         Except where otherwise specified herein, all notices, requests, demands
         or other communications between the parties hereto shall be in writing
         and shall be deemed to have been duly given or made to the party to
         whom such notice, request, demand or other communication is given or
         permitted to be given or made hereunder, when delivered to the party
         (by certified or registered mail, postage prepaid, or by telegraph,
         telex, facsimile or by courier or physical delivery) to the address of
         such party and to the attention indicated under the signature of such
         party or to any other address which such party may subsequently
         communicate to each other party hereto in writing. Any notice given by
         mail is deemed to have been received on the second Business Day
         following the day on which the envelope containing the notice has been
         deposited in a post office or in a mail box in the United States of
         America or Canada. If normal postal or telegraph service is interrupted
         by strike, work slow-down, fortuitous event or other cause, the party
         sending the notice shall use such services which have not been
         interrupted or shall deliver such notice in any other manner permitted
         by this Section 19 in order to ensure its prompt receipt by the other
         party.

         19.2 AMENDMENT AND WAIVER

         The rights and recourses of the Agent and the Lenders under this
         Agreement and the Security Documents are cumulative and do not exclude
         any other rights and recourses which the Agent or the Lenders might
         have, and no omission or delay on the part of the Agent or the Lenders
         in the exercise of any right shall have the effect of operating as a
         waiver of such right, and the partial or sole exercise of a right or
         power will not prevent the



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         Agent and the Lenders from exercising thereafter any other right or
         power. The provisions of this Agreement may only be amended or waived
         by an instrument in writing (and not orally) in each case signed by the
         members of the Restricted Group party hereto and by the Agent with the
         approval of the requisite Lenders.

         19.3 DETERMINATIONS FINAL

         In the absence of any manifest error, any determinations to be made by
         the Agent or the Lenders in accordance with the provisions hereof, when
         made, are final and irrevocable for all parties.

         19.4 ENTIRE AGREEMENT

         The entire agreement between the parties is expressed herein, and no
         variation or modification of its terms shall be valid unless expressed
         in writing and signed by the requisite parties in accordance with
         Section 19.2. All previous agreements, promises, proposals,
         representations, understandings and negotiations between the parties
         hereto which relate in any way to the subject matter of this Agreement
         are hereby deemed to be null.

         19.5 INDEMNIFICATION AND COMPENSATION

         In addition to the other rights now or hereafter conferred by law and
         those described in subsection 6.6.2 and Section 9.14, and without
         limiting such rights, if a Default should occur and is continuing or an
         Event of Default has occurred which has not been waived, each Lender
         and the Agent is hereby authorized by the Borrowers, LLC and IPG, at
         any time and from time to time, subject to the obligation to give
         notice to the Borrowers, LLC and IPG subsequently and within a
         reasonable delay, to indemnify, compensate, use and allocate any
         deposit (general or special, term or demand, including, without
         limitation, any debt evidenced by certificates of deposit, whether or
         not matured) and any other debt at any time held or due by the Lenders
         to any member of the Restricted Group or to its or their credit or its
         or their account, with respect to and on account of any obligation and
         Debt of the Borrowers, LLC and IPG to the Lenders in accordance with
         the provisions hereof or the Security Documents, including, without
         limitation, the accounts of any nature or kind which flow from or
         relate to this Agreement, whether or not the Agent has made demand
         under the terms hereof or has declared the amounts referred to in
         Section 15.2 as payable in accordance with the provisions of that
         Section and even if such obligation and Debt or either of them is a
         future or unmatured Debt.

         19.6 BENEFIT OF AGREEMENT

         This Agreement shall be binding upon and enure to the benefit of each
         party hereto and its successors and permitted assigns.

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                                                                             117

         19.7 COUNTERPARTS

         This Agreement may be signed in any number of counterparts, each of
         which shall be deemed to constitute an original, but all of the
         separate counterparts shall constitute one single document.

         19.8 APPLICABLE LAW

         This Agreement, its interpretation and its application shall be
         governed by the Laws of the State of New York.

         19.9 SEVERABILITY

         Each provision of this Agreement is separate and distinct from the
         others, such that any decision of a court or tribunal to the effect
         that any provision of this Agreement is null or unenforceable shall in
         no way affect the validity of the other provisions of this Agreement or
         the enforceability thereof. Any provision of this agreement which is
         prohibited or unenforceable in any jurisdiction shall, as to such
         jurisdiction, be ineffective to the extent of such prohibition or
         unenforceability without invalidating the remaining provisions hereof,
         and any such prohibition or unenforceability in any jurisdiction shall
         not invalidate or render unenforceable such provision in any other
         jurisdiction. To the extent permitted by applicable Laws, each of the
         Borrowers, LLC and IPG hereby waives any provision of any Laws which
         renders any provision hereof prohibited or unenforceable in any
         respect.

         19.10 FURTHER ASSURANCES

         IPG covenants and agrees on its own behalf and on behalf of each member
         of the Restricted Group that, at the request of the Agent, IPG and each
         member of the Restricted Group will at any time and from time to time
         execute and deliver such further and other documents and instruments
         and do all acts and things as the Agent in its reasonable discretion
         requires in order to evidence the indebtedness of the Restricted Group
         under this Agreement, under the Security Documents, or otherwise as
         contemplated herein, and to confirm and perfect, and maintain
         perfection of, the Security.

         19.11 GOOD FAITH AND FAIR CONSIDERATION

         Each of the Borrowers, LLC and IPG acknowledges and declares that it
         has entered into this Agreement freely and of its own will. In
         particular, each of the Borrowers, LLC and IPG acknowledges that the
         Agreement was negotiated by it and by the Lenders in good faith, and
         that there was no exploitation of the Borrowers, LLC or IPG by the
         Lenders, nor is there any serious disproportion between the
         consideration provided by the Lenders and that provided by the
         Borrowers, LLC and IPG.

         19.12 EXCESS RESULTING FROM EXCHANGE RATE CHANGE

              19.12.1 Subject to Section 19.12.2, if on any Rollover Date,
              following one or more fluctuations in the exchange rate of the
              Canadian Dollar against the US Dollar, the sum of:

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                                                                             118

                  (a)   the equivalent amount in US Dollars of Loans in Canadian
                        Dollars; and

                  (b)   the Loans in US Dollars;

              exceeds the amount of the Credit then available, the relevant
              Borrower(s) shall immediately either (i) make the necessary
              payments or repayments to the Agent to reduce the Loans to an
              amount equal to or less than the available amount of the Credit or
              (ii) maintain or cause to be maintained with the Agent, deposits
              of US Dollars in an amount equal to or greater than the amount by
              which the Loans exceed the available amount of the Credit, such
              deposits to be maintained in such form and upon such terms as are
              acceptable to the Agent. Without in any way limiting the foregoing
              provisions, the Agent shall, on the date of each request for an
              Advance or on the date of any interest payment or on each Rollover
              Date, make the necessary exchange rate calculations to determine
              whether any such excess exists on such date and, if there is an
              excess, it shall so notify the relevant Borrower(s).

              19.12.2 Notwithstanding subsection 19.12.1, the Agent shall be
              entitled, in its sole discretion, to require that the Borrowers
              (a) make the payments or repayments or maintain the deposits
              required to be made or maintained under Section 19.12.1; or (b)
              fully hedge, to the reasonable satisfaction of the Agent, the
              excess hereinafter referred to in this subsection 19.12.2 and
              assign the benefit of all hedging contracts to the Agent in any
              case where the sum of (i) the equivalent amount in US Dollars of
              Loans in Canadian Dollars and (ii) the Loans in US Dollars,
              exceeds the available amount of the Credit.

         19.13 RESPONSIBILITY OF THE LENDERS

         Each Lender shall be solely responsible for the performance of its own
         obligations hereunder. Accordingly, no Lender is in any way jointly and
         severally or solidarily responsible for the performance of the
         obligations of any other Lender.

         19.14 INDEMNITY

         In addition to the Canadian Environmental Indemnity Agreement and the
         US Environmental Indemnity Agreement, each of IPG, LLC and the
         Borrowers agrees to indemnify and defend the Agent, each Lender and
         their respective directors, officers, agents and employees from, and
         hold each of them harmless against, any and all losses, liabilities,
         claims, damages or expenses of any kind which at any time or from time
         to time may be asserted against or incurred or paid by any of them for
         or in connection with: (i) the participation of the Agent or of any of
         the Lenders in the transactions contemplated by this Agreement, (ii)
         the role of the Agent or the Lenders in any investigation, litigation
         or other proceeding brought or threatened relating to the Credit,
         and/or (iii) the compliance with or enforcement of any of their rights
         or obligations hereunder, including:

              19.14.1 the reasonable fees and disbursements of counsel; and

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              19.14.2 the costs of defending, counterclaiming or claiming over
              against third parties in respect of any action or matter and any
              cost, liability or damage arising out of any settlement;

         other than losses, liabilities, claims, damages or expenses incurred by
         reason of the gross negligence or willful misconduct of the indemnified
         party, as determined by a final judgment of a court of competent
         jurisdiction.

         19.15 JURISDICTION AND SERVICE IN RESPECT OF IPG, LLC AND THE BORROWERS

         Any legal action or proceeding with respect to this Agreement or any
         document related thereto may be brought in the courts of the State of
         New York or of the United States of America for the Southern District
         of New York, and, by execution and delivery of this Agreement, each of
         the Borrowers, LLC and IPG hereby accepts for itself and in respect of
         its property, generally and unconditionally, the jurisdiction of the
         aforesaid courts. Each of the Borrowers, LLC and IPG hereby irrevocably
         and unconditionally waives any objection, including, any objection to
         the laying of venue or based on the grounds of forum non conveniens,
         which it may now or hereafter have to the bringing of any such action
         or proceeding in such respective jurisdictions. Each of the Borrowers,
         LLC, IPG, the Agent and Lenders hereby irrevocably and unconditionally
         waives trial by jury.

         Each of the Borrowers, LLC and IPG further consents that all service of
         process in any such action or proceeding may be made by delivery to it
         at the address of the Borrowers, LLC or IPG, as the case may be, set
         forth on the signature page hereof or to its agent referred to below at
         such agent's address set forth below and that service so made shall be
         deemed to be completed upon actual receipt. Each of the Borrowers, LLC
         and IPG for itself hereby irrevocably appoints CT Corporation System
         with an office on the date hereof at 1633 Broadway, New York, New York,
         10019, as its agent for the purpose of receiving service of any process
         within the State of New York. Nothing contained in this Section 19.15
         shall affect the right of the Agent or the Lenders to serve legal
         process in any other manner permitted by Law or to bring any action or
         proceeding in the courts of any jurisdiction against the Borrowers, LLC
         or IPG or to enforce a judgment obtained in the courts of any other
         jurisdiction.

         19.16 UNDERTAKING AND REPRESENTATION OF THE LENDERS

         Subject to the provisions of Section 17.6, each of the Lenders shall
         provide the Borrowers with an IRS Form W-8ECI certifying that, and
         represents to the Borrowers, LLC and IPG that, the interest paid to it
         hereunder is in connection with a U.S. trade or business conducted by
         it and therefore exempt from U.S. withholding taxes.

         19.17 LANGUAGE

         The parties acknowledge that they have required that the present
         agreement, as well as all documents, notices and legal proceedings
         entered into, given or instituted pursuant hereto or relating directly
         or indirectly hereto be drawn up in English. Les parties reconnaissent
         avoir exige la redaction en anglais de la presente convention ainsi que
         de tous documents


<PAGE>
                                                                             120

         executes, avis donnes et procedures judiciaires intentees, directement
         ou indirectement, relativement ou a la suite de la presente convention.

20       FORMAL DATE

         20.1 FORMAL DATE

         For the purposes of convenience, this Credit Agreement may be referred
         to as bearing formal date of December 20, 2001, notwithstanding its
         actual date of signature.

                            [Signature Page Follows]

<PAGE>
                                                                             121

IN WITNESS WHEREOF THE PARTIES HERETO HAVE SIGNED THIS AGREEMENT ON THE DATE AND
AT THE PLACE FIRST HEREIN ABOVE MENTIONED.

<TABLE>
<S>                                                       <C>
INTERTAPE POLYMER INC.                                     INTERTAPE POLYMER CORP.

Per: /s/ Jim Bob Carpenter                                 Per: /s/ Burgess H. Hildreth
     -----------------------------                              ---------------------------
       President                                                  Vice President
Address: 110E Montee de Liesse                             Address: 3647 Cortez Road West
St. Laurent, Quebec                                        Bradenton, FL 34210
H4T 1N4                                                    Attention: President
Attention: Chief Financial Officer                         Telephone: (941) 727-5788
Telephone: (514) 731-7591                                  Fax: (941) 727-5293
Fax: (514) 731-5477

IPG (US) HOLDINGS INC.                                     IPG (US) INC.

Per: /s/ Burgess H. Hildreth                               Per: /s/ Jim Bob Carpenter
     -----------------------------                              ---------------------------
      Vice President                                              President
Address: 3647 Cortez Road West                             Address: 3647 Cortez Road West
Bradenton, FL 34210                                        Bradenton, FL 34210
Attention: President                                       Attention: President
Telephone: (941) 727-5788                                  Telephone: (941) 727-5788
Fax: (941) 727-5293                                        Fax: (941) 727-5293

IPG ADMINISTRATIVE SERVICES INC.                           CENTRAL PRODUCTS COMPANY

Per: /s/ Burgess H. Hildreth                               Per: /s/ Burgess H. Hildreth
     -----------------------------                              ---------------------------
      Vice President Administration                              Vice President
Address: 3647 Cortez Road West                             Address: 3647 Cortez Road West
Bradenton, FL 34210                                        Bradenton, FL 34210
Attention: President                                       Attention: President
Telephone: (941) 727-5788                                  Telephone: (941) 727-5788
Fax: (941) 727-5293                                        Fax: (941) 727-5293
</TABLE>

<PAGE>
                                                                             122

<TABLE>
<S>                                                       <C>
INTERTAPE INC.                                             INTERTAPE POLYMER
                                                           MANAGEMENT CORP.

Per: /s/ Burgess H. Hildreth                               Per: /s/ Burgess H. Hildreth
     -----------------------------                              ---------------------------
      Vice President Manufacturing                               Vice President
Address: 3647 Cortez Road West                             Address: 3647 Cortez Road West
Bradenton, FL 34210                                        Bradenton, FL 34210
Attention: President                                       Attention: President
Telephone: (941) 727-5788                                  Telephone: (941) 727-5788
Fax: (941) 727-5293                                        Fax: (941) 727-5293

POLYMER INTERNATIONAL CORP.                                INTERNATIONAL CONTAINER SYSTEMS, INC.

Per: /s/ Burgess H. Hildreth                               Per: /s/ Burgess H. Hildreth
     -----------------------------                              ---------------------------
      President                                                 Vice President
Address: 3647 Cortez Road West                             Address: 3647 Cortez Road West
Bradenton, FL 34210                                        Bradenton, FL 34210
Attention: President                                       Attention: President
Telephone: (941) 727-5788                                  Telephone: (941) 727-5788
Fax: (941) 727-5293                                        Fax: (941) 727-5293


UTC ACQUISITION CORP.                                      INTERTAPE INTERNATIONAL CORP.

Per: /s/ Burgess H. Hildreth                               Per: /s/ Burgess H. Hildreth
     -----------------------------                              ---------------------------
      President                                                 President
Address: 3647 Cortez Road West                             Address: 3647 Cortez Road West
Bradenton, FL 34210                                        Bradenton, FL 34210
Attention: President                                       Attention: President
Telephone: (941) 727-5788                                  Telephone: (941) 727-5788
Fax: (941) 727-5293                                        Fax: (941) 727-5293

COIF HOLDING INC.                                          FIBC HOLDING INC.

Per: /s/ Burgess H. Hildreth                               Per: /s/ Jim Bob Carpenter
     -----------------------------                              ---------------------------
      Secretary                                                 President
Address: 3647 Cortez Road West                             Address: 3647 Cortez Road West
Bradenton, FL 34210                                        Bradenton, FL 34210
Attention: President                                       Attention: President
Telephone: (941) 727-5788                                  Telephone: (941) 727-5788
Fax: (941) 727-5293                                        Fax: (941) 727-5293
</TABLE>

<PAGE>
                                                                             123

<TABLE>
<S>                                                       <C>

CAJUN BAG & SUPPLY CORP.                                   INTERPACK MACHINERY INC.

Per: /s/ Jim Bob Carpenter                                 Per: /s/ Salvatore Vitale
     ---------------------------                                ---------------------------
     President                                                  Vice President Finance
Address: 3647 Cortez Road West                             Address: 110E Montee de Liesse
Bradenton, FL 34210                                        St. Laurent, Quebec
Attention: President                                       H4T 1N4
Telephone: (941) 727-5788                                  Attention: President
Fax: (941) 727-5293                                        Telephone: (514) 731-7591
                                                           Fax: (514) 731-5477


SPUNTECH FABRICS INC.                                      IPG HOLDING COMPANY OF NOVA SCOTIA

Per: /s/ Salvatore Vitale                                  Per: /s/ Andrew M. Archibald
     ---------------------------                                ---------------------------
     President                                                  Vice President Finance
Address: 110E Montee de Liesse                             Address: 110E Montee de Liesse
St. Laurent, Quebec                                        St. Laurent, Quebec
H4T 1N4                                                    H4T 1N4
Attention: President                                       Attention: President
Telephone: (514) 731-7591                                  Telephone: (514) 731-7591
Fax: (514) 731-5477                                        Fax: (514) 731-5477

IPG  HOLDINGS  LP,  represented  by its                    INTERTAPE POLYMER GROUP INC.
General  Partner, INTERTAPE POLYMER INC

Per: /s/ Jim Bob Carpenter                                 Per: /s/ Andrew M. Archibald
     ---------------------------                                ---------------------------
     President                                                  CFO, Vice President Administration
Address: 110E Montee de Liesse                             Address: 110E Montee de Liesse
St. Laurent, Quebec                                        St. Laurent, Quebec
H4T 1N4                                                    H4T 1N4
Attention: General Partner                                 Attention: Chief Financial Officer
Telephone: (514) 731-7591                                  Telephone: (514) 731-7591
Fax: (514) 731-5477                                        Fax: (514) 731-5477

IPG FINANCE LLC

Per: /s/ Andrew M. Archibald
     ---------------------------
      President
Address: 1403 Foulk Road, Foulkstone Plaza
Wilmington, DE 19899
Attention: President
Telephone: (302) 478-1160
</TABLE>


<PAGE>
                                                                             124

IPG TECHNOLOGIES INC.

Per: /s/ John Tynan
     -----------------------------
      President
Address: 2000 South Beltline Blvd.
Columbia, SC 29201
Attention: President
Telephone: (803) 799-8800
Fax: (803) 988-7919


<PAGE>
                                                                             125

<TABLE>
<S>                                                        <C>

THE TORONTO-DOMINION BANK, AS CANADIAN AGENT               THE TORONTO-DOMINION BANK, AS LENDER

Per: /s/ Nigel Sharpley                                    Per: /s/ Yves Bergeron
     ------------------------------                             ------------------------------
                                                                /s/ Jean-Francois Godin
                                                                ------------------------------
Address: 66 Wellington Street West                         Address: 500 St. Jacques Street West
38th Floor                                                 9th Floor
Toronto, Ontario                                           Montreal, Quebec
M5K 1A2                                                    H2Y 1S1
Attention: VP Loan, Syndications, Agency                   Attention: Jean-Francois Godin
Telephone: (416) 983-5030                                  Telephone: (514) 289-0102
Fax: (416) 982-5535                                        Fax: (416) 289-0788


THE TORONTO-DOMINION BANK, INTERNATIONAL BANKING           TORONTO DOMINION (TEXAS), INC., AS US AGENT
FACILITY, New York Branch, AS LENDER

Per: /s/ Lynn Chasin                                       Per: /s/ Lynn Chasin
     ------------------------------                             -------------------------------
      Manager                                                    Vice President
Address: 31 West 52nd Street                               Address: 909 Fannin, Suite 1700
New York, New York, 10019-6101                             Houston, Texas, 77010
Attention: Lynn Chasin                                     Attention: Lynn Chasin
Telephone: (713) 427-8531                                  Telephone: (713) 653-8289
Fax: (713) 951-9921                                        Fax: (713) 951-9921

COMERICA BANK, A MICHIGAN BANKING                          NATIONAL BANK OF CANADA, AS LENDER
CORPORATION AS LENDER
Per: /s/ Darlene P. Persons                                Per: /s/ Andre Marenger
     ------------------------------                             -------------------------------
                                                                /s/ Daniel Arpin
                                                                -------------------------------
Address: 500 Woodward Avenue, Suite 23nd Floor             Address: 1155 Metcalfe Street, 5th Floor
Detroit, Michigan, 48226                                   Montreal, Quebec, H3B 4S9
Attention: Darlene P. Persons                              Attention: Linda Gross
Telephone: 313-222-9125                                    Telephone: (514) 394-8049
Fax: 313-222-3377                                          Fax: (514) 394-6073
</TABLE>


<PAGE>
                                                                             126

<TABLE>
<S>                                                       <C>

NATIONAL BANK OF CANADA, NEW YORK BRANCH, AS LENDER        COMERICA BANK CANADA BRANCH, AS LENDER

Per: /s/ Auggie Marehetti                                  Per: /s/ Robert Rosen
     -------------------------------                            -----------------------------
     /s/ Yvon LaPlante
     -------------------------------
Address: 125 West 55th Street, 23rd Floor                  Address: Suite 2210, South Tower
New York, New York, 10019                                  Royal Bank Plaza
Attention: Auggie Marchetti, Vice-President                200 Bay Street, P.O. Box 61
Telephone: (212) 632-8539                                  Toronto, Ontario, M5J 2J2
Fax: (212) 632-5809                                        Attention:Rob Rosen
                                                           Telephone: (416) 367-3113 #232
                                                           Fax: (416_ 367-2460
</TABLE>



<PAGE>

                                                                             127



                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                               <C>

1     INTERPRETATION................................................................................................3
       1.1  Definitions.............................................................................................3
       1.2  Interpretation.........................................................................................34
       1.3  Currency...............................................................................................35
       1.4  Generally Accepted Accounting Principles...............................................................35
       1.5  Division and Titles....................................................................................35

2     THE CREDIT...................................................................................................35
       2.1  The Facilities.........................................................................................35
       2.2  Facility A.............................................................................................36
       2.3  Facility B and Facility C..............................................................................36
       2.4  Extension of Term - Facility A.........................................................................36

3     PURPOSE......................................................................................................37
       3.1  Purpose of the Advances................................................................................37

4     ADVANCES, CONVERSIONS AND OPERATION OF ACCOUNTS..............................................................37
       4.1  Notice of Borrowing....................................................................................37
       4.2  LIBOR Advances and Conversions.........................................................................37
       4.3  Letters of Credit......................................................................................38
       4.4  Swing Line Advances....................................................................................38
       4.5  Currency...............................................................................................41
       4.6  Operation of Accounts..................................................................................41
       4.7  Apportionment of Advances..............................................................................41
       4.8  Limitations on Advances................................................................................41
       4.9  Netting................................................................................................41
       4.10 Notices Irrevocable....................................................................................41

5     INTEREST AND FEES............................................................................................42
       5.1  Interest on the Prime Rate Basis.......................................................................42
       5.2  Payment of Interest on the Prime Rate Basis............................................................42
       5.3  Interest on the US Base Rate Basis.....................................................................42
       5.4  Payment of Interest on the US Base Rate Basis..........................................................42
       5.5  Interest on the US Prime Rate Basis....................................................................42
       5.6  Payment of Interest on the US Prime Rate Basis.........................................................43
       5.7  Interest on the Libor Basis............................................................................43
       5.8  Payment of Interest on the Libor Basis.................................................................43
       5.9  Limits to the Determination of LIBOR...................................................................43
       5.10 Fixing of LIBOR........................................................................................44
       5.11 Interest on the Loan...................................................................................44
       5.12 Arrears of Interest....................................................................................44
       5.13 Maximum Interest Rate..................................................................................44
</TABLE>



<PAGE>
                                                                             128

<TABLE>
<S>                                                                                                                <C>

       5.14  Fees  44
       5.15  Interest Act...........................................................................................45

6     BANKERS' ACCEPTANCES..........................................................................................45
       6.1   Advances by Bankers' Acceptances and Conversions into Bankers' Acceptances.............................45
       6.2   Acceptance Procedure...................................................................................47
       6.3   Purchase of Bankers' Acceptances and Discount Notes....................................................48
       6.4   Maturity Date of Bankers' Acceptances..................................................................48
       6.5   Deemed Conversions on the Maturity Date................................................................49
       6.6   Conversion and Extension Mechanism.....................................................................49
       6.7   Amounts Given to the Canadian Lenders do not Constitute a Prepayment...................................49
       6.8   Prepayment of Bankers' Acceptances.....................................................................49
       6.9   Apportionment Amongst the Canadian Lenders.............................................................49
       6.10  Cash Deposits..........................................................................................50
       6.11  Days of Grace..........................................................................................50
       6.12  Obligations Absolute...................................................................................50
       6.13  Depository Bills and Notes Act.........................................................................51

7     RESTRICTIONS, LIMITATIONS AND MARKET CONDITIONS...............................................................51
       7.1   Market for Bankers' Acceptances and Libor Advances.....................................................51
       7.2   Suspension of BA Advance and Libor Advance Option......................................................51
       7.3   Limits on BA Advances, Letters of Credit and Libor Advances............................................52

8     ILLEGALITY, INCREASED COSTS AND INDEMNIFICATION...............................................................52
       8.1   Illegality, Increased ..Costs..........................................................................52
       8.2   Indemnity..............................................................................................53
       8.3   Withholding Taxes......................................................................................54
       8.4   Survival...............................................................................................54

9     PAYMENT, REPAYMENT AND PREPAYMENT.............................................................................55
       9.1   Repayment of the Loan..................................................................................55
       9.2   Amount and Apportionment of Mandatory Repayments.......................................................55
       9.3   Voluntary Prepayment, Reduction and Cancellation of the Credit.........................................58
       9.4   Payment of Losses Resulting From a Prepayment..........................................................58
       9.5   Voluntary Reductions of the Credit.....................................................................59
       9.6   Currency of Mandatory Repayments and Payments..........................................................59
       9.7   Payments by the Borrowers to the Agents................................................................59
       9.8   Payment on a Business Day..............................................................................59
       9.9   Payments by the Lenders to the Agents..................................................................59
       9.10  Payments by the Agent to the Borrowers.................................................................59
       9.11  Netting................................................................................................60
       9.12  Application of Payments................................................................................60
       9.13  No Set-Off or Counterclaim by Borrowers................................................................60
       9.14  Debit Authorization....................................................................................61

10    SECURITY......................................................................................................61
       10.1  Security for Advances under Facility A.................................................................61
</TABLE>




<PAGE>
                                                                             129

<TABLE>
<S>                                                                                                               <C>

       10.2  Security for Advances Under Facility B and Facility C..................................................62
       10.3  Release Periods........................................................................................64

11    CONDITIONS PRECEDENT..........................................................................................66
       11.1  Initial Advance under the Credit.......................................................................66
       11.2  Conditions Precedent to any Advance....................................................................69

12    REPRESENTATIONS AND WARRANTIES................................................................................70
       12.1  Incorporation..........................................................................................70
       12.2  Authorization..........................................................................................70
       12.3  Compliance of this Agreement...........................................................................70
       12.4  Business...............................................................................................71
       12.5  Financial Statements...................................................................................71
       12.6  Contingent Liabilities and Indebtedness................................................................72
       12.7  Title to Assets........................................................................................72
       12.8  Litigation.............................................................................................72
       12.9  Taxes 72
       12.10 Insurance..............................................................................................72
       12.11 No Adverse Change......................................................................................72
       12.12 Regulatory Approvals...................................................................................73
       12.13 Compliance with Laws...................................................................................73
       12.14 Foreign Assets Control Regulations, etc................................................................73
       12.15 Pension and Employment Liabilities, Compliance with ERISA..............................................73
       12.16 Priority...............................................................................................74
       12.17 Complete and Accurate Information......................................................................75
       12.18 Event of Default.......................................................................................75
       12.19 Agreements with Third Parties..........................................................................75
       12.20 Environment............................................................................................75
       12.21 Solvency...............................................................................................77
       12.22 Existing Subsidiaries..................................................................................77
       12.23 Location of Assets and Head Offices....................................................................77
       12.24 Survival of Representations and Warranties.............................................................77

13    POSITIVE COVENANTS............................................................................................78
       13.1  Preservation of Juridical Personality..................................................................78
       13.2  Preservation of Licenses...............................................................................78
       13.3  Compliance with Applicable Laws........................................................................78
       13.4  Maintenance of Assets..................................................................................78
       13.5  Business...............................................................................................78
       13.6  Insurance..............................................................................................79
       13.7  Payment of Taxes and Duties............................................................................79
       13.8  Access and Inspection..................................................................................79
       13.9  Maintenance of Account.................................................................................80
       13.10 Performance of Obligations.............................................................................80
       13.11 Maintenance of Ratios..................................................................................80
       13.12 Mandatory Repayments...................................................................................83
       13.13 Maintenance of Security................................................................................83
</TABLE>




<PAGE>
                                                                             130


<TABLE>
<S>                                                                                                                 <C>
       13.14 Priority of Debt........................................................................................84
       13.15 Payment of Legal Fees and Other Expenses................................................................84
       13.16 Financial Reporting.....................................................................................84
       13.17 Notice of Certain Events................................................................................89
       13.18 Accuracy of Reports.....................................................................................89
       13.19 Lenders' Option to Obtain Improved Terms and Conditions.................................................90
       13.20 Designation of Restricted Subsidiaries..................................................................90
       13.21 Undertaking with regard to Operating Assets.............................................................90
       13.22 Additional Undertakings.................................................................................91
       13.23 Intellectual Property...................................................................................91

14    NEGATIVE COVENANTS.............................................................................................91
       14.1  Liquidation, Amalgamation, Merger, Consolidation and Sale of Assets.....................................91
       14.2  Limitations on Debt.....................................................................................93
       14.3  Facility B/C Borrower Business..........................................................................94
       14.4  Charges.................................................................................................95
       14.5  Investments and Restricted Payments.....................................................................95
       14.6  Restrictions on Capital Expenditures....................................................................98
       14.7  Transactions with Affiliates............................................................................98
       14.8  Termination of Pension Plans............................................................................98
       14.9  Ownership of Subsidiaries...............................................................................99
       14.10 No Restrictions on Distributions........................................................................99
       14.11 No Amendments to Note Agreements........................................................................99
       14.12 Intellectual Property...................................................................................99

15    EVENTS OF DEFAULT AND REALIZATION..............................................................................99
       15.1  Event of Default........................................................................................99
       15.2  Remedies...............................................................................................102
       15.3  Bankruptcy and Insolvency..............................................................................102
       15.4  Application of Proceeds................................................................................103
       15.5  Notice.................................................................................................103
       15.6  Costs 103
       15.7  Relations with the Restricted Group....................................................................103

16    JUDGMENT CURRENCY.............................................................................................104
       16.1  Rules of Conversion....................................................................................104
       16.2  Determination of an Equivalent Currency................................................................104

17    ASSIGNMENT....................................................................................................105
       17.1  Assignment by the Borrowers............................................................................105
       17.2  Assignments and Transfers by the Lenders...............................................................105
       17.3  Transfer Agreement.....................................................................................105
       17.4  Notice.................................................................................................106
       17.5  Sub-Commitments........................................................................................106
       17.6  General................................................................................................106

18    THE AGENT AND THE LENDERS.....................................................................................107
</TABLE>



<PAGE>
                                                                             131


<TABLE>
<S>                                                                                                              <C>
       18.1  Authorization of Agent.................................................................................107
       18.2  Power of Attorney for Quebec Purposes..................................................................107
       18.3  Agent's Responsibility.................................................................................108
       18.4  Rights of Agent as Lender..............................................................................109
       18.5  Indemnity..............................................................................................109
       18.6  Notice by Agent to Lenders.............................................................................109
       18.7  Protection of Agent....................................................................................110
       18.8  Notice by Lenders to Agent.............................................................................110
       18.9  Sharing Among the Lenders..............................................................................111
       18.10 Derivative Obligations.................................................................................112
       18.11 Procedure with respect to Advances.....................................................................112
       18.12 Accounts kept by each Lender...........................................................................113
       18.13 Binding Determinations.................................................................................113
       18.14 Amendment of Article 18................................................................................113
       18.15 Decisions, Amendments and Waivers  of the Lenders......................................................113
       18.16 Authorized Waivers, Variations and Omissions...........................................................114
       18.17 Provisions for the Benefit of Lenders Only.............................................................114
       18.18 Resignation of Agent...................................................................................114
       18.19 Canadian Agent and US Agent............................................................................115

19    MISCELLANEOUS.................................................................................................115
       19.1  Notices................................................................................................115
       19.2  Amendment and Waiver...................................................................................115
       19.3  Determinations Final...................................................................................116
       19.4  Entire Agreement.......................................................................................116
       19.5  Indemnification and Compensation.......................................................................116
       19.6  Benefit of Agreement...................................................................................116
       19.7  Counterparts...........................................................................................117
       19.8  Applicable Law.........................................................................................117
       19.9  Severability...........................................................................................117
       19.10 Further Assurances.....................................................................................117
       19.11 Good Faith and Fair Consideration......................................................................117
       19.12 Excess Resulting From Exchange Rate Change.............................................................117
       19.13 Responsibility of the Lenders..........................................................................118
       19.14 Indemnity..............................................................................................118
       19.15 Jurisdiction and Service in respect of IPG, LLC and the Borrowers......................................119
       19.16 Undertaking and Representation of the Lenders..........................................................119
       19.17 Language...............................................................................................119

20    FORMAL DATE...................................................................................................120
       20.1  Formal Date............................................................................................120
</TABLE>

SCHEDULE "A" - LIST OF LENDERS AND COMMITMENTS
SCHEDULE "B" - NOTICE OF BORROWING AND CERTIFICATE
SCHEDULE "C" - TRANSFER AGREEMENT
SCHEDULE "D" - RESTRICTED SUBSIDIARIES AND INACTIVE SUBSIDIARIES
SCHEDULE "E" - OFFICER'S CERTIFICATE


<PAGE>

SCHEDULE "F" - OPINION
SCHEDULE "G" - LITIGATION
SCHEDULE "H" - ERISA DISCLOSURE
SCHEDULE "I" - EXISTING SECURITY
SCHEDULE "J" - UNRESTRICTED SUBSIDIARIES
SCHEDULE "K" - LIST OF FACILITY A BORROWERS
SCHEDULE "L" - LIST OF FACILITY B GUARANTORS
SCHEDULE "M" - EXISTING MATERIAL ADVERSE CHANGES, DEFAULTS AND EVENTS OF DEFAULT
SCHEDULE "N" - LOCATION OF ASSETS AND HEAD OFFICES AND TAX IDENTIFICATION
               NUMBERS
SCHEDULE "O" - BORROWING BASE COMPLIANCE CERTIFICATE
SCHEDULE "P" - ENVIRONMENTAL MATTERS
SCHEDULE "Q" - COMPLIANCE CERTIFICATE
SCHEDULE "R" - INVESTMENTS AT NOVEMBER 30, 2001