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.
Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • August 11th, 2006 • Exopack Holding Corp • New York
Exopack Holding Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 11 1/4% Senior Notes due 2014, which are unconditionally guaranteed by the Guarantors (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
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.
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.
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.
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 • 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”).
