EXOPACK HOLDING CORP. AND EACH OF THE GUARANTORS PARTY HERETO 11 1/4% SENIOR NOTES DUEIndenture • August 11th, 2006 • Exopack Holding Corp • New York
INDENTURE, dated as of January 31, 2006, among Exopack Holding Corp., a Delaware corporation, the Guarantors (as defined) and The Bank of New York, a New York banking corporation, as trustee.
Exopack Holding Corp. 10% Senior Notes due 2018 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors (as defined herein) Exchange and Registration Rights Agreement May 31, 2011Exchange and Registration Rights Agreement • June 6th, 2011 • Exopack Holding Corp • Converted paper & paperboard prods (no contaners/boxes) • New York
Exopack Holding Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers named in Schedule I to the Purchase Agreement (as defined herein) (the “Purchasers”) for whom Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives (“you” or the “Representatives”) upon the terms set forth in the Purchase Agreement, $235,000,000 in aggregate principal amount of its 10% Senior Notes due 2018, which are unconditionally guaranteed by the Guarantors (as defined herein).
ContractStock Option Grant Agreement • November 13th, 2008 • Exopack Holding Corp • Converted paper & paperboard prods (no contaners/boxes)
This Grant Agreement, dated as of August 18, 2008 (the “Effective Date”), evidences the grant of an option pursuant to the provisions of the 2005 Stock Option Plan (the “Plan”) of SPG Finance, Inc. (the “Company”) to the individual whose name appears below (the “Optionee”), covering the specific number of shares of Non-Voting Common Stock (the “Shares”) set forth below and on the following terms and conditions:
CPG Finance, Inc. Stock Option Grant AgreementStock Option Grant Agreement • May 8th, 2013 • Exopack Holding Corp • Converted paper & paperboard prods (no contaners/boxes)
This Grant Agreement, dated as of March 1, 2013 (the "Effective Date"), evidences the grant of an option pursuant to the provisions of the 2005 Stock Option Plan (the "Plan") of CPG Finance, Inc. (the "Company") to the individual whose name appears below (the "Optionee"), covering the specific number of shares of Non-Voting Common Stock (the "Shares") set forth below and on the following terms and conditions:
SEPARATION BENEFIT AGREEMENTSeparation Benefit Agreement • March 29th, 2012 • Exopack Holding Corp • Converted paper & paperboard prods (no contaners/boxes) • Delaware
THIS SEPARATION BENEFIT AGREEMENT (this "Agreement"), is entered into as of February 20, 2012, by and among Exopack, LLC, a Delaware corporation (the "Company"), CPG Finance, Inc., a Delaware corporation and ultimate parent of the Company ("Parent"), and Miles McHugh (the "Employee").
SEPARATION BENEFIT AGREEMENTSeparation Benefit Agreement • May 8th, 2013 • Exopack Holding Corp • Converted paper & paperboard prods (no contaners/boxes) • Delaware
THIS SEPARATION BENEFIT AGREEMENT (this “Agreement”), is entered into as of April 18, 2013, by and among Exopack, LLC, a Delaware limited liability company (the “Company”), CPG Finance, Inc., a Delaware corporation and ultimate parent of the Company (“Parent”), and Carla Stucky (the “Employee”).
SEPARATION BENEFIT AGREEMENTSeparation Benefit Agreement • April 2nd, 2007 • Exopack Holding Corp • Converted paper & paperboard prods (no contaners/boxes) • Delaware
THIS SEPARATION BENEFIT AGREEMENT (this “Agreement”), is entered into as of December 12 2005, by and among Exopack, LLC, a Delaware corporation (the “Company”), CPG Finance, Inc., a Delaware corporation and ultimate parent of the Company (“Parent”), and Fred Crowe (the “Employee”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 31, 2006 AS AMENDED AND RESTATED AS OF OCTOBER 31, 2007 AS FURTHER AMENDED AND RESTATED AS OF July 2, 2010 AS FURTHER AMENDED AND RESTATED AS OF May 31, 2011 by and among EXOPACK, LLC,...Credit Agreement • June 6th, 2011 • Exopack Holding Corp • Converted paper & paperboard prods (no contaners/boxes) • New York
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is dated as of January 31, 2006, as amended and restated as of October 31, 2007, as further amended and restated as of July 2, 2010, and as further amended and restated as of May, 31, 2011 and entered into by and among EXOPACK HOLDING CORP., a Delaware corporation (“Holdings”), EXOPACK, LLC, a Delaware limited liability company (“Exopack Op Co”), CELLO-FOIL PRODUCTS, INC., a Michigan corporation (“Cello-Foil” and together with Exopack Op Co and any other Credit Party (as defined herein) that becomes a US Borrower hereunder, each, individually, a “US Borrower” and, collectively and jointly and severally, the “US Borrowers”), EXOPACK-NEWMARKET, LTD., an Ontario company (“Exopack Canada”), EXOPACK PERFORMANCE FILMS INC., an Ontario corporation (“Performance Films”, and together with Exopack Canada and any other Credit Party (as defined below) that becomes a Canadian Borrower hereunder, each, individually, a “Canadian Borrower” and, collecti
SEPARATION BENEFIT AGREEMENTSeparation Benefit Agreement • May 12th, 2011 • Exopack Holding Corp • Converted paper & paperboard prods (no contaners/boxes) • Delaware
THIS SEPARATION BENEFIT AGREEMENT (this “Agreement”), is entered into as of April 15, 2011, by and among Exopack, LLC, a Delaware corporation (the “Company”), CPG Finance, Inc., a Delaware corporation and ultimate parent of the Company (“Parent”), and Eric Lynch (the “Employee”).
CPG Finance, Inc. Stock Option Grant AgreementStock Option Grant Agreement • August 11th, 2006 • Exopack Holding Corp • Delaware
This Grant Agreement, dated as of December 12, 2005 (the “Effective Date”), evidences the grant of an option pursuant to the provisions of the 2005 Stock Option Plan (the “Plan”) of CPG Finance, Inc. (the “Company”) to the individual whose name appears below (the “Optionee”), covering the specific number of shares of Non-Voting Common Stock (the “Shares”) set forth below and on the following terms and conditions:
confidential Jeremy Mouton Bracewell & Giuliani LLP Oct 05, 2005 01:57 EDT LIMITED LIABILITY COMPANY AGREEMENT OF SF&A ACQUISITION COMPANY, L.L.C. A Delaware Limited Liability Company Dated September 23, 2002 confidential Jeremy Mouton Bracewell &...Limited Liability Company Agreement • August 11th, 2006 • Exopack Holding Corp • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of SF&A ACQUISITION COMPANY, L.L.C., a Delaware limited liability company (the “Company”), dated as of September 23, 2002 (the “Effective Date”), is adopted and executed by Exopack, L.L.C, a Delaware limited liability company (“Exopack”), as the sole Member (as defined below) of the Company.
RETENTION BONUS AGREEMENTRetention Bonus Agreement • October 9th, 2013 • Exopack Holding Corp • Converted paper & paperboard prods (no contaners/boxes) • Delaware
This RETENTION BONUS AGREEMENT (this “Agreement”) is entered into as of [_______], 2013, by and between CPG Finance, Inc., a Delaware corporation (the “Company”) and [________] (“Employee”), on the following terms and conditions:
AMENDMENT NO. 1 TO SEPARATION BENEFIT AGREEMENTSeparation Benefit Agreement • March 27th, 2009 • Exopack Holding Corp • Converted paper & paperboard prods (no contaners/boxes) • Delaware
THIS AMENDMENT NO. 1 TO SEPARATION BENEFIT AGREEMENT (this "Amendment"), is entered into as of January 22, 2008, by and among Exopack Holding Corp., a Delaware corporation (the "Company"), CPG Finance, Inc., a Delaware corporation and ultimate parent of the Company ("Parent"), and Jack Knott (the "Employee").
CPG Finance, Inc.Option Grant Agreement • August 10th, 2011 • Exopack Holding Corp • Converted paper & paperboard prods (no contaners/boxes)
This letter evidences an amendment to the Option Grant Agreement as follows. In consideration for your acceptance of employment with Sun Capital Advisors, Inc. (“Sun”), the Option Grant Agreement is hereby amended to provide that the Option Grant can be exercised only on the earliest of the following dates:
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • May 31st, 2011 • Exopack Holding Corp • Converted paper & paperboard prods (no contaners/boxes) • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of May 24, 2011 by and among Exopack Holding Corp., a Delaware corporation (the “Company”), the guarantors named on the signature pages hereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., successor to The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”).
INTELICOAT TECHNOLOGIES IMAGE PRODUCTS MATTHEWS LLC A Delaware Limited Liability Company AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of May 14, 2013Limited Liability Company Agreement • August 8th, 2013 • Exopack Holding Corp • Converted paper & paperboard prods (no contaners/boxes) • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Intelicoat Technologies Image Products Matthews LLC (the “Company”), dated as of May 14, 2013, is adopted, and executed and agreed to, for good and valuable consideration, by the Members, and each other Person who becomes a Member in accordance with the terms of this Agreement.
FORM OF] BONUS AGREEMENTBonus Agreement • June 6th, 2011 • Exopack Holding Corp • Converted paper & paperboard prods (no contaners/boxes) • Delaware
This BONUS AGREEMENT (this “Agreement”) is entered into as of this [ ] day of [ ], 20 , by and between [ ], a [ ] (the “Company”) and [ ] (“Employee”), on the following terms and conditions:
confidential Jeremy Mouton Bracewell & Giuliani LLP Oct 05, 2005 01:57 EDT LIMITED LIABILITY COMPANY AGREEMENT OF EXOPACK-THOMASVILLE, LLC A Delaware Limited Liability Company Dated September 27, 2003 confidential Jeremy Mouton Bracewell & Giuliani...Limited Liability Company Agreement • August 11th, 2006 • Exopack Holding Corp • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of EXOPACK–THOMASVILLE, LLC, a Delaware limited liability company (the “Company”), dated as of September [ ], 2003 (the “Effective Date”), is adopted and executed by Exopack, LLC, a Delaware limited liability company (“Exopack”), as the sole Member (as defined below) of the Company.
Exopack Holding Corp.Offer Agreement • August 10th, 2011 • Exopack Holding Corp • Converted paper & paperboard prods (no contaners/boxes)
Further, it is hereby agreed that your Separation Benefit Agreement, dated as of January 10, 2006 and as amended to date, by and among the Company, CPG Finance, Inc. (“CPG”) and you, is hereby terminated and neither you, on the one hand, nor the Company, CPG or any of their respective affiliates, on the other hand, have any continuing rights or obligations thereunder.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 17th, 2010 • Exopack Holding Corp • Converted paper & paperboard prods (no contaners/boxes)
This Supply Agreement (“Agreement”) is made as of __________, 2010, by and between Bemis Company, Inc., a Missouri corporation (“Supplier”), and ________________, a _____________ corporation (“Buyer”). Capitalized terms used in this Agreement without definition have the respective meanings given to them in the Purchase Agreement (as defined below).
Grant AgreementStock Option Grant Agreement • March 30th, 2011 • Exopack Holding Corp • Converted paper & paperboard prods (no contaners/boxes)
This Grant Agreement, dated as of September 28, 2010 (the “Effective Date”), evidences the grant of an option pursuant to the provisions of the 2005 Stock Option Plan (the “Plan”) of CPG Finance, Inc. (the “Company”) to the individual whose name appears below (the “Optionee”), covering the specific number of shares of Non-Voting Common Stock (the “Shares”) set forth below and on the following terms and conditions:
CPG Finance, Inc.Bonus Agreement • August 10th, 2011 • Exopack Holding Corp • Converted paper & paperboard prods (no contaners/boxes)
As you know, on May 31, 2011, you were awarded a bonus payable by CPG Finance, Inc. (the “Company”) in an aggregate amount of up to $4,500,000 (such bonus, the “Bonus” and such agreement, the “Bonus Agreement”). In consideration for your acceptance of employment with Sun Capital Advisors, Inc. (“Sun”), the Company hereby waives the requirement in Section 2(c) of the Bonus Agreement that you be an employee of the Company immediately prior to a Change in Control (as such term is defined in the Bonus Agreement) in order to receive the payment contemplated by Section 2(c) of the Bonus Agreement. This waiver shall be null and void and of no further force or effect in the event that you voluntarily terminate your employment with Sun prior to a Change in Control.
CPG Finance, Inc.Option Grant Agreement • February 19th, 2013 • Exopack Holding Corp • Converted paper & paperboard prods (no contaners/boxes)
This letter evidences an amendment to the Option Grant Agreement as follows. In consideration for your acceptance of employment with the Company, the Option Grant Agreement is hereby amended to provide that the Option Grant can be exercised only on the earliest of the following dates:
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 8th, 2013 • Exopack Holding Corp • Converted paper & paperboard prods (no contaners/boxes) • New York
SEPARATION BENEFIT AGREEMENTSeparation Benefit Agreement • August 11th, 2006 • Exopack Holding Corp • Delaware
THIS SEPARATION BENEFIT AGREEMENT (this “Agreement”), is entered into as of January 10, 2006, by and among Exopack Holding Corp., a Delaware corporation (the “Company”), CPG Finance, Inc., a Delaware corporation and ultimate parent of the Company (“Parent”), and Jack Knott (the “Employee”).
CREDIT AGREEMENT DATED AS OF JANUARY 31, 2006 by and among EXOPACK, LLC, CELLO- FOIL PRODUCTS, INC., and EXOPACK-NEWMARKET, LTD. as Borrowers and THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES and GENERAL ELECTRIC CAPITAL...Credit Agreement • August 11th, 2006 • Exopack Holding Corp • New York
This CREDIT AGREEMENT is dated as of January 31, 2006, and entered into by and among EXOPACK HOLDING CORP., a Delaware corporation (“Holdings”), EXOPACK, LLC, a Delaware limited liability company (“Exopack Op Co”), CELLO-FOIL PRODUCTS, INC., a Michigan corporation (“Cello-Foil” and together with Exopack Op Co and any other Credit Party (as defined herein) that is approved by the US Lenders to be a US Borrower hereunder, each, individually, a “US Borrower” and, collectively and jointly and severally, the “US Borrowers”), EXOPACK-NEWMARKET, LTD., an Ontario company (“Exopack Canada”, and together with any other Credit Party (as defined below) that is approved by the Canadian Lenders to be a Canadian Borrower hereunder, each, individually, a “Canadian Borrower” and, collectively and jointly and severally, the “Canadian Borrowers” and together with the US Borrowers, each individually a “Borrower” and collectively (but not jointly and severally) the “Borrowers”), the other persons designate
confidential Jeremy Mouton Bracewell & Giuliani LLP Oct 05, 2005 01:58 EDT LIMITED LIABILITY COMPANY AGREEMENT OF EXOPACK–TECHNOLOGY, LLC A California Limited Liability Company Dated September 29, 2003 confidential Jeremy Mouton Bracewell & Giuliani...Limited Liability Company Agreement • August 11th, 2006 • Exopack Holding Corp • California
THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of EXOPACK–TECHNOLOGY, LLC, a California limited liability company (the “Company”), dated as of September , 2003 (the “Effective Date”), is adopted and executed by Portsmouth Acquisition Co., a California corporation (“Portsmouth”), as the sole Member (as defined below) of the Company.
PURCHASE AGREEMENT among INTELICOAT TECHNOLOGIES IMAGE PRODUCTS HOLDCO LLC, IMAGE PRODUCTS GROUP LLC, EXOPACK ADVANCED COATINGS, LLC, EXOPACK HOLDINGS UK, LTD., AND EXOPACK HOLDING CORP. Dated August 6, 2007Purchase Agreement • August 10th, 2007 • Exopack Holding Corp • Converted paper & paperboard prods (no contaners/boxes) • Delaware
THIS AGREEMENT (this “Agreement”) is made and entered into as of August 6, 2007, by and among Exopack Advanced Coatings, LLC, a Delaware limited liability company (“EAC”), Exopack Holdings UK, Ltd., a company incorporated under the laws of England and Wales (“Exopack UK” and, together with EAC, the “Buyers” or, individually, a “Buyer”), Exopack Holding Corp., a Delaware corporation (“Exopack”), Intelicoat Technologies Image Products Holdco LLC, a Delaware limited liability company (“ITIPH”), and Image Products Group LLC, a Delaware limited liability company (the “Company” and, together with ITIPH, the “Sellers” or, individually, a “Seller”). Buyers and Sellers are referred to collectively herein as the “Parties” and individually as a “Party”. Other capitalized terms used herein and not otherwise defined are defined in ARTICLE VII below.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 15th, 2010 • Exopack Holding Corp • Converted paper & paperboard prods (no contaners/boxes) • New York
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) is entered into as of July 8, 2010, by and among Exopack Holding Corp., a Delaware corporation (“Holdings”), Exopack, LLC, a Delaware limited liability company (“Exopack Op Co”), Cello-Foil Products, Inc., a Michigan corporation (“Cello-Foil” and together with Exopack Op Co and any other Credit Party (as defined in the Credit Agreement) that is approved by the US Lenders (as defined in the Credit Agreement) to be a US Borrower hereunder, each, individually, a “US Borrower” and, collectively and jointly and severally, the “US Borrowers”), and Exopack-Newmarket, Ltd., an Ontario corporation (“Exopack Canada”), Exopack Performance Films Inc., an Ontario corporation (“Performance Films”, and together with Exopack Canada and any other Credit Party (as defined in the Credit Agreement) that is approved by the Canadian Lenders (as defined in the Credit Agreement) to be a Canadian Borrower hereunder, each, indivi
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 8th, 2013 • Exopack Holding Corp • Converted paper & paperboard prods (no contaners/boxes) • New York
THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) is entered into as of May 15, 2013 by and among Exopack Holding Corp., a Delaware corporation (“Holdings”), Exopack, LLC, a Delaware limited liability company (“Exopack Op Co”), Cello-Foil Products, Inc., a Michigan corporation (“Cello-Foil” and together with Exopack Op Co and any other Credit Party (as defined in the Credit Agreement) that is approved by the US Lenders (as defined in the Credit Agreement) to be a US Borrower hereunder, each, individually, a “US Borrower” and, collectively and jointly and severally, the “US Borrowers”), and Exopack-Newmarket, Ltd., an Ontario corporation (“Exopack Canada”), Exopack Performance Films Inc., an Ontario corporation (“Performance Films”, and together with Exopack Canada and any other Credit Party (as defined in the Credit Agreement) that is approved by the Canadian Lenders (as defined in the Credit Agreement) to be a Canadian Borrower hereunder, each, individu
confidential Jeremy Mouton Bracewell & Giuliani LLP Oct 05, 2005 01:58 EDT LIMITED LIABILITY COMPANY AGREEMENT OF EXO-TECH PACKAGING, L.L.C. A Delaware Limited Liability Company Dated as of July 27, 2001 confidential Jeremy Mouton Bracewell & Giuliani...Limited Liability Company Agreement • August 11th, 2006 • Exopack Holding Corp • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of EXO-TECH PACKAGING, L.L.C., a Delaware limited liability company (the “Company”), dated as of July 27, 2001 (the “Effective Date”), is adopted and executed by Exo-Tech Packaging Holding Corp., a Delaware corporation (“Exo-Tech Holding”) as the sole Member (as defined below) of the Company.
SEPARATION BENEFIT AGREEMENTSeparation Benefit Agreement • November 13th, 2008 • Exopack Holding Corp • Converted paper & paperboard prods (no contaners/boxes) • Delaware
THIS SEPARATION BENEFIT AGREEMENT (this "Agreement"), is entered into as of November 11, 2008, by and among Exopack, LLC, a Delaware corporation (the "Company"), CPG Finance, Inc., a Delaware corporation anultimate parent of the Company ("Parent"), and Tom Vale (the "Employee").
ContractAsset Purchase Agreement • July 16th, 2010 • Exopack Holding Corp • Converted paper & paperboard prods (no contaners/boxes)
[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED FROM PUBLIC FILING PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION, WHICH HAS BEEN IDENTIFIED WITH THE SYMBOL “[***],” HAS BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
SEPARATION BENEFIT AGREEMENTSeparation Benefit Agreement • August 11th, 2006 • Exopack Holding Corp • Delaware
THIS SEPARATION BENEFIT AGREEMENT (this “Agreement”), is entered into as of December 12, 2005, by and among Exopack, LLC, a Delaware corporation (the “Company”), CPG Finance, Inc., a Delaware corporation and ultimate parent of the Company (“Parent”), and Dave Rawden (the “Employee”).
EXOPACK HOLDING CORP. AS COMPANY AND EACH OF THE GUARANTORS PARTY HERETO THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. AS TRUSTEE FIRST SUPPLEMENTAL INDENTURE DATED AS OF OCTOBER 22, 2013 to the INDENTURE DATED AS OF MAY 31, 2011 10% SENIOR NOTES...First Supplemental Indenture • October 23rd, 2013 • Exopack Holding Corp • Converted paper & paperboard prods (no contaners/boxes) • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of October 22, 2013 (the “Supplemental Indenture”), by and among Exopack Holding Corp., a Delaware corporation (the “Company”), the Guarantors (as defined herein) and The Bank of New York Mellon Trust Company N.A., as trustee (the “Trustee”).
