Exchange and Registration Rights Agreement



 Exhibit 4.6 

Exopack Holding Corp. 

11 
1/4% Senior Notes due 2014 

unconditionally guaranteed as to the 

payment of principal, premium, 

if any, and interest by the Guarantors (as defined herein) 

 
  

Exchange and Registration Rights Agreement 

September 24, 2010 

Goldman, Sachs & Co. 
 200 West Street

 New York, New York 10282 
 Ladies
and Gentlemen: 
 Exopack Holding Corp., a Delaware corporation (the “Company”), proposes to
issue and sell to you upon the terms set forth in the Purchase Agreement (as defined herein) $100,000,000 in aggregate principal amount of its
11 1/4% Senior Notes due 2014, which are
unconditionally guaranteed by the Guarantors (as defined herein). 
 The Company has previously
issued $220,000,000 aggregate principal amount of
11 1/4% Senior Notes due 2014 under the Indenture
(as defined herein) (the “Existing Notes”) and the Guarantors unconditionally guaranteed the Existing Notes. The Securities (as defined herein) are an additional issuance of the Company’s existing
11 1/4% Senior Notes due 2014. The Securities will
be treated as a single class with the Existing Notes issued on January 31, 2006 pursuant to the Indenture. 

As an inducement to you to enter into the Purchase Agreement and in satisfaction of a condition to your obligations thereunder, the
Company and the Guarantors agree with you for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows. 

1. Certain Definitions. For purposes of this Exchange and Registration Rights Agreement (this “Agreement”), the
following terms shall have the following respective meanings: 
 “Additional Default Fee” shall
have the meaning assigned thereto in Section 2(c). 
 “Additional Fungibility Conditions”
shall be deemed satisfied when (i) all registered Exchange Securities and Securities sold pursuant to the Shelf Registration Statement are eligible to be assigned the same CUSIP number as is applicable to the Company’s Existing Notes and
(ii) the Company has taken the position in the effective Exchange Offer Registration Statement and or Shelf Registration Statement, as the case may be, that the Exchange Notes registered pursuant to the Registration Statement or Securities sold
pursuant to the Shelf Registration Statement, as the case may be, are fungible with the Company’s Existing Notes for tax purposes. 
  

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 “Base Interest” shall mean the interest that would
otherwise accrue on the Securities under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement. 

“Blackout Period” shall have the meaning assigned thereto in Section 2(f) hereof. 

The term “broker-dealer” shall mean any broker or dealer registered with the Commission under the
Exchange Act. 
 “Closing Date” shall mean the date on which the Securities are initially
issued. 
 “Commission” shall mean the United States Securities and Exchange Commission, or any
other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose. 

“Effective Time,” in the case of (i) an Exchange Registration, shall mean the time and date as of
which the Commission declares the Exchange Registration Statement effective or as of which the Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission
declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective. 

“Electing Holder” shall mean any holder of Registrable Securities that has returned a completed and
signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii) or Section 3(d)(iii) hereof and the instructions set forth in the Notice and Questionnaire. 

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated by the Commission thereunder, as the same may be amended or succeeded from time to time. 

“Exchange Offer” shall have the meaning assigned thereto in Section 2(a) hereof. 

“Exchange Registration” shall have the meaning assigned thereto in Section 3(c) hereof. 

“Exchange Registration Statement” shall have the meaning assigned thereto in Section 2(a) hereof.

 “Exchange Securities” shall have the meaning assigned thereto in Section 2(a) hereof.

 “Existing Notes” shall have the meaning assigned thereto in the introductory paragraphs.

 “Guarantors” shall have the meaning assigned thereto in the Indenture. 

The term “holder” shall mean you and other persons who acquire Registrable Securities from time to time
(including any successors or assigns), in each case for so long as such person owns any Registrable Securities. 

“Indenture” shall mean the Indenture, dated as of January 31, 2006, among the Company, the
Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, as the same may be amended from time to time. 

“Notice and Questionnaire” means a Notice of Registration Statement and Selling Securityholder
Questionnaire substantially in the form of Exhibit A hereto. 
  

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 The term “person” shall mean a corporation, limited
liability company, association, partnership, organization, business, trust, individual, government or political subdivision thereof or governmental agency. 

“Purchase Agreement” shall mean the Purchase Agreement, dated as of September 22, 2010, between you,
the Company and the Guarantors relating to the Securities. 
 “Purchaser” shall mean Goldman,
Sachs & Co. 
 “Registrable Securities” shall mean the Securities; provided,
however, that a Security shall cease to be a Registrable Security when: (i) in the circumstances contemplated by Section 2(a) hereof, the Security has been exchanged for an Exchange Security in an Exchange Offer as contemplated in
Section 2(a) hereof (provided that any Exchange Security that, pursuant to the last two sentences of Section 2(a), is included in a prospectus for use in connection with resales by broker-dealers shall be deemed to be a Registrable
Security with respect to Sections 5, 6 and 9 until resale of such Registrable Security has been effected within the time period referred to in Section 2(a)); (ii) in the circumstances contemplated by Section 2(b) hereof, a Shelf
Registration Statement registering such Security under the Securities Act has been declared or becomes effective and such Security has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such
effective Shelf Registration Statement; (iii) such Security is actually sold by the holder thereof pursuant to Rule 144 under circumstances in which any legend borne by such Security relating to restrictions on transferability thereof,
under the Securities Act or otherwise, is removed by the Company or pursuant to the Indenture; or (iv) such Security shall cease to be outstanding; provided, further, however ̧ that a Security shall only cease to be a Registrable
Security pursuant to pursuant to clauses (i) through (iii) of the previous proviso if the Company has met the Additional Fungibility Conditions. 

“Registration Default” shall have the meaning assigned thereto in Section 2(c) hereof. 

“Registration Default Period” shall have the meaning assigned thereto in Section 2(c) hereof.

 “Registration Expenses” shall have the meaning assigned thereto in Section 4 hereof.

 “Resale Period” shall have the meaning assigned thereto in Section 2(a) hereof.

 “Restricted Holder” shall mean (i) a holder that is an affiliate of the Company within
the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of such holder’s business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange
Offer for the purpose of distributing Exchange Securities and (iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable
Securities acquired by the broker-dealer directly from the Company. 
 “Rule 144”,
“Rule 405” and “Rule 415” shall mean, in each case, such rule promulgated by the Commission under the Securities Act (or any successor provision), as the same may be amended or succeeded from time to time. 

“Securities” shall mean, the
11 1/4% Senior Notes due 2014 of the Company to be
issued and sold to you, and securities issued in exchange therefor or in lieu thereof pursuant to the Indenture. Each Security is entitled to the benefit of the guarantees provided by the Guarantors in the Indenture (the
“Guarantees”) and, unless the context otherwise requires, 
  

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any reference herein to a “Security,” an “Exchange Security” or a “Registrable Security” shall include a reference to the related Guarantees. 

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations
promulgated by the Commission thereunder, as the same may be amended or succeeded from time to time. 

“Shelf Registration” shall have the meaning assigned thereto in Section 2(b) hereof. 

“Shelf Registration Statement” shall have the meaning assigned thereto in Section 2(b) hereof.

 “Special Interest” shall have the meaning assigned thereto in Section 2(c) hereof.

 “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules,
regulations and forms promulgated by the Commission thereunder, as the same may be amended or succeeded from time to time. 

“Trustee” shall mean The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture,
together with any successors thereto in such capacity. 
 Unless the context otherwise requires, any reference herein to a
“Section” or “clause” refers to a Section or clause, as the case may be, of this Agreement, and the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement
as a whole and not to any particular Section or other subdivision. 
 2. Registration Under the Securities Act.

 (a) Except as set forth in Section 2(b) below, the Company and the Guarantors agree to file under the
Securities Act, no later than October 27, 2010, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange
Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and
the related Guarantees, respectively (and are entitled to the benefits of the Indenture, which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the
Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Company and the Guarantors agree to use all
commercially reasonable efforts to (i) obtain as promptly as practicable all financial statements of the Company and its subsidiaries (including the financial statements of any acquired entities and related pro forma financial statements)
required to be included in such filing, and (ii) cause the Exchange Registration Statement to become effective under the Securities Act as promptly as practicable, but in any event no later than November 10, 2010. The Exchange Offer will
be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy,
the Company further agrees to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 8 business days) following the Effective Time of such Exchange Registration Statement, (ii) hold the
Exchange Offer open for at least 20 business days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and
not 
  

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withdrawn promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantees received
by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under
the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company’s having exchanged the Exchange
Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company’s having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly
tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 and not more than 30 business days following the commencement of the Exchange Offer. The Company and the Guarantors agree
(x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer or is otherwise subject to prospectus delivery requirements and (y) to use all
commercially reasonable efforts to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the
expiration of the 180th day after the Exchange Offer has
been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in
Sections 6(a), (c), (d) and (e) hereof. 
 (b) If (i) on or prior to the time
the Exchange Offer is completed existing law or Commission interpretations are changed such that the debt securities or the related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are not
or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) any holder of Registrable Securities notifies the Company prior to the
20th business day following the consummation of the
Exchange Offer that: (A) it is prohibited by law or Commission policy from participating in the Exchange Offer, (B) it may not resell the Exchange Securities to the public without delivering a prospectus and the prospectus contained in the
Exchange Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Securities acquired directly from the Company or an affiliate of the Company, the Company shall, in lieu of (or, in the case
of clause (ii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file under the Securities Act as soon as practicable, but no later than 30 days after the time such obligation to file arises (and no earlier than the
time at which the Company is obligated to file an Exchange Registration Statement), a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable
Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The
Company and the Guarantors agree to use all commercially reasonable efforts (x) to cause the Shelf Registration Statement to become or be declared effective as promptly as practicable, but in any event no later than November 10, 2010 and
to keep such Shelf Registration Statement continuously effective (other than during any Blackout Period) for a period ending on the earlier of the second anniversary of the Effective Time or such time as there are no longer any Registrable
Securities outstanding, provided, however, that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities
unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing

  

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Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action
necessary to identify such holder as a selling securityholder in the Shelf Registration Statement, provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice
and Questionnaire to the Company in accordance with Section 3(d)(iii) hereof; provided further that each holder shall promptly furnish additional information required to be disclosed in order to make any information previously furnished
to the Company by such holder not misleading. The Company and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the
registration form used by the Company and the Guarantors for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company and the Guarantors agree to furnish to each Electing
Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. 

(c) In the event that (i) the Company and the Guarantors have not filed the Exchange Registration Statement or Shelf
Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or Section 2(b), respectively, or (ii) such Exchange Registration Statement or Shelf Registration
Statement has not become effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or Section 2(b),
respectively, or (iii) the Exchange Offer has not been completed within 30 business days after the Effective Time of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made), or
(iv) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) or Section 2(b) hereof is filed and declared effective but shall thereafter either be withdrawn by the Company or the Guarantors or
shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein, including any Blackout Period permitted
herein) without being succeeded immediately by an additional registration statement filed and declared effective, or (v) the Additional Fungibility Conditions have not been satisfied by the Company by November 10, 2010 (each such event
referred to in clauses (i) through (v), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages
for such Registration Default, subject to the provisions of Section 9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue at a per annum rate of 0.50% for the first 120 days of the
Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period. In addition, if a Registration Default has occurred and is continuing on July 8, 2011, as additional liquidated
damages for such Registration Default, the Company shall pay, on July 8, 2011, to each holder of Securities a non-refundable fee (an “Additional Default Fee”) equal to 1.0 percent of the principal amount of Securities held by
such holder as of such date. The Additional Default Fee shall be in addition to, and not in lieu of, any Special Interest otherwise due. 

(d) The Company shall use all commercially reasonable efforts to take, and to cause the Guarantors to take, all actions
necessary or advisable to be taken by it or them to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the registration statement
contemplated in Section 2(a) or Section 2(b) hereof, as applicable. 
  

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 (e) Any reference herein to a registration statement or prospectus as of any
time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time; and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of
any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time. 

(f) Notwithstanding anything herein to the contrary, the Company, upon advising you in writing, may, pursuant to the
advice of outside counsel to the Company, delay the effectiveness of any Exchange Registration Statement or Shelf Registration Statement (if not effective) or suspend, or otherwise fail to maintain, the effectiveness thereof or cease to permit the
use of the prospectus included therein for a period (the “Blackout Period”) not to exceed an aggregate of 60 days in any consecutive twelve-month period in the event that (i) the Board of Directors of the Company reasonably and
in good faith determines that the premature disclosure of a material event at such time could reasonably be expected to have a material adverse effect on the Company’s business, operations or prospects or (ii) the disclosure otherwise
relates to a material business transaction which has not been publicly disclosed and the Board of Directors of the Company reasonably and in good faith determines that any such disclosure could reasonably be expected to jeopardize the success of
such transaction; provided that, upon termination of such Blackout Period, the Company shall advise you that such Blackout Period has been terminated. 

3. Registration Procedures. 

If the Company and the Guarantors file a registration statement pursuant to Section 2(a) or Section 2(b), the following
provisions shall apply: 
 (a) At or before the Effective Time of the Exchange Registration or the Shelf
Registration, as the case may be, the Company and the Guarantors shall confirm to you (i) that the Indenture is qualified under the Trust Indenture Act of 1939, (ii) whether all registered Exchange Securities and Securities sold pursuant
to the Shelf Registration Statement are eligible to be assigned the same CUSIP number as is applicable to the company’s Existing Notes and (iii) whether the Company has taken the position in the effective Exchange Offer Registration
Statement and or Shelf Registration Statement, as the case may be, that the Exchange Notes registered pursuant to the Registration Statement or Securities sold pursuant to the Shelf Registration Statement, as the case may be, are fungible with the
Company’s Existing Notes for tax purposes. 
 (b) In the event that the appointment of a new trustee under
the Indenture is necessary, the Company and the Guarantors shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture. 

(c) In connection with the Company’s and the Guarantors’ obligations with respect to the registration of
Exchange Securities as contemplated by Section 2(a) (the “Exchange Registration”), if applicable, the Company and the Guarantors shall, as promptly as practicable (or as otherwise specified): 

(i) prepare and file with the Commission, as promptly as reasonably practicable, but in any case within the time period
specified in Section 2(a) an Exchange Registration Statement on any form which may be utilized by the Company and the Guarantors and which shall permit the Exchange Offer and resales of Exchange Securities by broker-dealers during the Resale
Period to be effected as contemplated by Section 2(a), and use all commercially reasonable 
  

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efforts to cause such Exchange Registration Statement to become effective as promptly as reasonably practicable but in any case within the time period specified in Section 2(a); 

(ii) as promptly as reasonably practicable prepare and file with the Commission such amendments and supplements to such
Exchange Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Exchange Registration Statement for the periods and purposes contemplated in Section 2(a) hereof and as may
be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Exchange Registration Statement, and promptly provide each broker-dealer holding Exchange Securities with such number of copies
of the prospectus included therein (as then amended or supplemented), in conformity in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, as such
broker-dealer reasonably may request prior to the expiration of the Resale Period, for use in connection with resales of Exchange Securities; 

(iii) promptly notify each broker-dealer that has requested or received copies of the prospectus included in such
registration statement, and confirm such advice in writing, (A) when such Exchange Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect
to such Exchange Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or
any request by the Commission for amendments or supplements to such Exchange Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such
Exchange Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Company and the Guarantors contemplated by Section 5 cease to be true and
correct in all material respects, (E) of the receipt by the Company or the Guarantors of any notification with respect to the suspension of the qualification of the Exchange Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose (F) the occurrence of any event that causes the Company to become an “ineligible issuer” as defined in Rule 405 or (G) if at any time during the Resale Period when a prospectus is
required to be delivered under the Securities Act, that such Exchange Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing; 
 (iv) in the event that the
Company and the Guarantors would be required, pursuant to Section 3(c)(iii)(G) above, to notify any broker-dealers holding Exchange Securities, promptly prepare and furnish to each such holder a reasonable number of copies of a prospectus
supplemented or amended so that, as thereafter delivered to purchasers of such Exchange Securities during the Resale Period, such prospectus shall conform in all material respects to the applicable requirements of the Securities

  

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Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and shall not contain an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; 

(v) use all commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such
Exchange Registration Statement or any post-effective amendment thereto at the earliest practicable date; 
 (vi)
use all commercially reasonable efforts to (A) register or qualify the Exchange Securities under the securities laws or blue sky laws of such jurisdictions as are contemplated by Section 2(a) no later than the commencement of the Exchange
Offer, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions until the expiration of the Resale Period and (C) take any
and all other actions as may be reasonably necessary or advisable to enable each broker-dealer holding Exchange Securities to consummate the disposition thereof in such jurisdictions; provided, however, that neither the Company nor any of the
Guarantors shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(c)(vi), (2) consent to
general service of process in any such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or any agreement between it and its stockholders; 

(vii) use all commercially reasonable efforts to obtain the consent or approval of each governmental agency or authority,
whether federal, state or local, which may be required to effect the Exchange Registration, the Exchange Offer and the offering and sale of Exchange Securities by broker-dealers during the Resale Period; 

(viii) provide the same CUSIP number as is applicable to the Existing Notes for all Exchange Securities, not later than
the applicable Effective Time; and 
 (ix) comply with all applicable rules and regulations of the Commission,
and make generally available to its securityholders as promptly as practicable but no later than 18 months after the effective date of such Exchange Registration Statement, an “earning statement” of the Company and its subsidiaries
complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder). 

(d) In connection with the Company’s and the Guarantors’ obligations with respect to the Shelf Registration, if
applicable, the Company and the Guarantors shall: 
 (i) prepare and file with the Commission, as promptly as
reasonably practicable but in any case within the time period specified in Section 2(b), a Shelf Registration Statement on any form which may be utilized by the Company and the Guarantors and which shall register all of the Registrable
Securities for resale by the holders thereof in accordance with such method or methods of disposition as may be specified by such of the holders as, from time to time, may be Electing Holders and use all commercially reasonable efforts to cause such
Shelf Registration Statement to become effective as promptly as practicable but in any case within the time periods specified in Section 2(b); 
  

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 (ii) not fewer than 30 calendar days prior to the Effective Time of the
Shelf Registration Statement, mail the Notice and Questionnaire to the holders of Registrable Securities; no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement as of the Effective Time, and no holder
shall be entitled to use the prospectus forming a part thereof for resales of Registrable Securities at any time, unless such holder has returned a completed and signed Notice and Questionnaire to the Company by the deadline for response set forth
therein; provided, however, holders of Registrable Securities shall have at least 21 calendar days from the date on which the Notice and Questionnaire is first mailed to such holders to return a completed and signed Notice and Questionnaire
to the Company; 
 (iii) after the Effective Time of the Shelf Registration Statement, upon the request of any
holder of Registrable Securities that is not then an Electing Holder, promptly send a Notice and Questionnaire to such holder; provided that the Company shall not be required to take any action to name such holder as a selling securityholder
in the Shelf Registration Statement or to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities until such holder has returned a completed and signed Notice and Questionnaire to the Company;

 (iv) as promptly as reasonably practicable prepare and file with the Commission such amendments and
supplements to such Shelf Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the period specified in Section 2(b) hereof and as may be
required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Shelf Registration Statement, and furnish to the Electing Holders copies of any such supplement or amendment simultaneously with
or prior to its being used or filed with the Commission to the extent such documents are not publicly available on the Commission’s EDGAR system; 

(v) comply with the provisions of the Securities Act with respect to the disposition of all of the Registrable Securities
covered by such Shelf Registration Statement in accordance with the intended methods of disposition by the Electing Holders provided for in such Shelf Registration Statement; 

(vi) provide the Electing Holders and not more than one counsel for all the Electing Holders the opportunity to
participate in the preparation of such Shelf Registration Statement, each prospectus included therein or filed with the Commission and each amendment or supplement thereto; 

(vii) for a reasonable period prior to the filing of such Shelf Registration Statement, and throughout the period
specified in Section 2(b), make available at reasonable times at the Company’s principal place of business or such other reasonable place for inspection by the persons referred to in Section 3(d)(vi) who shall certify to the Company
that they have a current intention to sell the Registrable Securities pursuant to the Shelf Registration such financial and other information and books and records of the Company, and cause the officers, employees, counsel and independent certified
public accountants of the Company to respond to such inquiries, as shall be reasonably necessary, in the judgment of the respective counsel referred to in Section 3(d)(vi), to conduct a reasonable investigation within

  

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the meaning of Section 11 of the Securities Act; provided, however, that each such party shall be required to maintain in confidence and not to disclose to any other person any
information or records designated by the Company as being confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in such registration statement or otherwise, but not because
of disclosure by such person or its representative that was otherwise in breach of this provision), or (B) such person shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency
or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Company prompt prior written notice of such requirement), or (C) such information is required to be set
forth in such Shelf Registration Statement or the prospectus included therein or in an amendment to such Shelf Registration Statement or an amendment or supplement to such prospectus in order that such Shelf Registration Statement, prospectus,
amendment or supplement, as the case may be, complies with applicable requirements of the federal securities laws and the rules and regulations of the Commission and does not contain an untrue statement of a material fact or omit to state therein a
material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; 

(viii) promptly notify each of the Electing Holders and confirm such advice in writing, (A) when such Shelf
Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Shelf Registration Statement or any post-effective amendment, when the same has
become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by the Commission for amendments or supplements to such Shelf Registration
Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Shelf Registration Statement or the initiation or threatening of any proceedings for that
purpose, (D) if at any time the representations and warranties of the Company and the Guarantors contemplated by Section 3(d)(xvii) or Section 5 cease to be true and correct in all material respects, (E) of the receipt by the
Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose or (F) if at any time when a
prospectus is required to be delivered under the Securities Act, that such Shelf Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable
requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the circumstances then existing; 
 (ix) use
all commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto at the earliest practicable date; 

(x) if requested by any Electing Holder, promptly incorporate in a prospectus supplement or post-effective amendment such
information as is required by the applicable rules and regulations of the Commission and as such Electing Holder 
  

 11 








 
specifies should be included therein relating to the terms of the sale of such Registrable Securities, including information with respect to the principal amount of Registrable Securities being
sold by such Electing Holder, the name and description of such Electing Holder, the offering price of such Registrable Securities and any discount, commission or other compensation payable in respect thereof and with respect to any other terms of
the offering of the Registrable Securities to be sold by such Electing Holder; and make all required filings of such prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectus
supplement or post-effective amendment; 
 (xi) furnish to each Electing Holder and the counsel referred to in
Section 3(d)(vi) a conformed copy of such Shelf Registration Statement, each such amendment and supplement thereto (in each case including all exhibits thereto (in the case of an Electing Holder of Registrable Securities, upon request) and
documents incorporated by reference therein) and such number of copies of such Shelf Registration Statement (excluding exhibits thereto and documents incorporated by reference therein unless specifically so requested by such Electing Holder) and of
the prospectus included in such Shelf Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity in all material respects with the applicable requirements of the Securities Act and the Trust Indenture
Act and the rules and regulations of the Commission thereunder, and such other documents, as such Electing Holder may reasonably request in order to facilitate the offering and disposition of the Registrable Securities owned by such Electing Holder
and to permit such Electing Holder to satisfy the prospectus delivery requirements of the Securities Act; and, the Company and the Guarantors hereby consent to the use of such prospectus (including such preliminary and summary prospectus) and any
amendment or supplement thereto by each such Electing Holder, in each case in the form most recently provided to such person by the Company or Guarantors, in connection with the offering and sale of the Registrable Securities covered by the
prospectus (including such preliminary and summary prospectus) or any supplement or amendment thereto; 
 (xii)
use all commercially reasonable efforts to (A) register or qualify the Registrable Securities to be included in such Shelf Registration Statement under such securities laws or blue sky laws of such jurisdictions as any Electing Holder shall
reasonably request, (B) keep such registrations or qualifications in effect (other than during any Blackout Period) and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions during the
period the Shelf Registration is required to remain effective under Section 2(b) and for so long as may be necessary to enable any such Electing Holder to complete its distribution of Securities pursuant to such Shelf Registration Statement and
(C) take any and all other actions as may be reasonably necessary or advisable to enable each such Electing Holder to consummate the disposition in such jurisdictions of such Registrable Securities; provided, however, that neither the
Company nor any of the Guarantors shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(d)(xii),
(2) consent to general service of process in any such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or any agreement between it and its stockholders; 

(xiii) use all commercially reasonable efforts to obtain the consent or approval of each governmental agency or authority,
whether federal, state or local, which may be 
  

 12 








 
required to effect the Shelf Registration or the offering or sale in connection therewith or to enable the selling holder or holders to offer, or to consummate the disposition of, their
Registrable Securities; 
 (xiv) unless any Registrable Securities shall be in book-entry only form, cooperate
with the Electing Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates, if so required by any securities exchange upon which any Registrable Securities are
listed, shall be printed, penned, lithographed or engraved, or produced by any combination of such methods, on steel engraved borders, and which certificates shall not bear any restrictive legends; 

(xv) provide the same CUSIP number as is applicable to the Existing Notes for all Securities sold pursuant to the Shelf
Registration Statement not later than the applicable Effective Time; 
 (xvi) notify in writing each holder of
Registrable Securities of any proposal by the Company or the Guarantors to amend or waive any provision of this Agreement pursuant to Section 9(h) hereof and of any amendment or waiver effected pursuant thereto, each of which notices shall
contain the text of the amendment or waiver proposed or effected, as the case may be; and 
 (xvii) comply with
all applicable rules and regulations of the Commission, and make generally available to its securityholders as promptly as practicable but in any event not later than 18 months after the effective date of such Shelf Registration Statement, an
“earning statement” of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder). 

(e) In the event that the Company would be required, pursuant to Section 3(d)(viii)(F) hereof, to notify the Electing
Holders, the Company shall promptly prepare and furnish to each of the Electing Holders a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of Registrable Securities, such prospectus
shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and shall not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. Each Electing Holder agrees that upon receipt of any notice from the Company pursuant to
Section 3(d)(viii)(F) hereof, such Electing Holder shall forthwith discontinue the disposition of Registrable Securities pursuant to the Shelf Registration Statement applicable to such Registrable Securities until such Electing Holder shall
have received copies of such amended or supplemented prospectus, and if so directed by the Company, such Electing Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Electing
Holder’s possession of the prospectus covering such Registrable Securities at the time of receipt of such notice. 

(f) In the event of a Shelf Registration, in addition to the information required to be provided by each Electing Holder
in its Notice and Questionnaire, the Company may require such Electing Holder to furnish to the Company such additional information regarding such Electing Holder and such Electing Holder’s intended method of distribution of Registrable
Securities as may be required in order to comply with the Securities Act. Each such Electing Holder agrees to notify the Company as promptly as practicable of any inaccuracy or 

 

 13 








 
change in information previously furnished by such Electing Holder to the Company or of the occurrence of any event in either case as a result of which any prospectus relating to such Shelf
Registration contains or would contain an untrue statement of a material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding
such Electing Holder or such Electing Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing,
and promptly to furnish to the Company any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to such Electing Holder or the disposition of
such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. 

(g) Until the expiration of one year after the Closing Date, the Company will not, and will not permit any of its
“affiliates” (as defined in Rule 144) to, resell any of the Securities that have been reacquired by any of them except pursuant to an effective registration statement, or a valid exemption from the registration requirements, under the
Securities Act. 
 4. Registration Expenses. 

The Company and the Guarantors agree to bear and to pay or cause to be paid promptly all expenses incident to the Company’s and the
Guarantors’ performance of or compliance with this Agreement, including (a) all Commission and any FINRA registration, filing and review fees and expenses including fees and disbursements of counsel for the Eligible Holders in connection
with such registration filing and review, (b) all fees and expenses in connection with the qualification of the Securities for offering and sale under the State securities and blue sky laws referred to in Section 3(d)(xii) hereof and
determination of their eligibility for investment under the laws of such jurisdictions as the Electing Holders may designate, including any fees and disbursements of counsel for the Electing Holders in connection with such qualification and
determination, (c) all expenses relating to the preparation, printing, production, distribution and reproduction of each registration statement required to be filed hereunder, each prospectus included therein or prepared for distribution
pursuant hereto, each amendment or supplement to the foregoing, the expenses of preparing the Securities for delivery and the expenses of printing or producing any selling agreements and blue sky or legal investment memoranda and all other documents
in connection with the offering, sale or delivery of Securities to be disposed of (including certificates representing the Securities), (d) messenger, telephone and delivery expenses relating to the offering, sale or delivery of Securities and
the preparation of documents referred in clause (c) above, (e) fees and expenses of the Trustee under the Indenture, any agent of the Trustee and any counsel for the Trustee and of any collateral agent or custodian, (f) internal
expenses (including all salaries and expenses of the Company’s or Guarantors’ officers and employees performing legal or accounting duties), (g) fees, disbursements and expenses of counsel and independent certified public accountants
of the Company and its subsidiaries, including any acquired or predecessor entities (including the expenses of any opinions or “cold comfort” letters required by or incident to such performance and compliance), (h) reasonable fees,
disbursements and expenses of one counsel for the Electing Holders retained in connection with a Shelf Registration, as selected by the Electing Holders of at least a majority in aggregate principal amount of the Registrable Securities held by
Electing Holders (which counsel shall be reasonably satisfactory to the Company), (i) any fees charged by securities rating services for rating the Securities and (j) fees, expenses and disbursements of any other persons, including special
experts, retained by the Company or the Guarantors in connection with such registration (collectively, the 
  

 14 








 
“Registration Expenses”). To the extent that any Registration Expenses are incurred, assumed or paid by any holder of Registrable Securities, the Company and the Guarantors shall
reimburse such person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a request therefor. Notwithstanding the foregoing, the holders of the Registrable Securities being registered shall pay all
agency fees and commissions and underwriting discounts and commissions attributable to the sale of such Registrable Securities and the fees and disbursements of any counsel or other advisors or experts retained by such holders (severally or
jointly), other than the counsel and experts specifically referred to above. 
 5. Representations and Warranties.

 The Company and each of the Guarantors represents and warrants to, and agrees with, you and each of the holders from time to
time of Registrable Securities that: 
 (a) Each registration statement covering Registrable Securities and each
prospectus (including any preliminary or summary prospectus) contained therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and any further amendments or supplements to any such registration statement or prospectus, when it
becomes effective or is filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and will
not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and at all times subsequent to the Effective Time when a prospectus would
be required to be delivered under the Securities Act, other than (A) from (i) such time as a notice has been given to holders of Registrable Securities pursuant to Section 3(d)(viii)(F) or Section 3(c)(iii)(G) hereof until
(ii) such time as the Company furnishes an amended or supplemented prospectus pursuant to Section 3(e) or Section 3(c)(iv) hereof or (B) during any Blackout Period, each such registration statement, and each prospectus (including
any summary prospectus) contained therein or furnished pursuant to Section 3(d) or Section 3(c) hereof, as then amended or supplemented, will conform in all material respects to the requirements of the Securities Act and the Trust
Indenture Act and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing
to the Company by a holder of Registrable Securities expressly for use therein. 
 (b) Any documents incorporated
by reference in any prospectus referred to in Section 5(a) hereof, when they become or became effective or are or were filed with the Commission, as the case may be, will conform or conformed in all material respects to the requirements of the
Securities Act or the Exchange Act, as applicable, and none of such documents will contain or contained an untrue statement of a material fact or will omit or omitted to state a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a
holder of Registrable Securities expressly for use therein. 
 (c) The compliance by the Company and the
Guarantors with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not (i) conflict with or result in a breach of any of the terms or provisions of, or constitute a

  

 15 








 
default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of
its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the certificate of incorporation, as amended, or the by-laws of the
Company or any of the Guarantors or (iii) violate any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any subsidiary of the Company or any of their properties, except
with respect to subclauses (i) and (iii) above, for any such conflict, default, breach or violation that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the current or future
consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole; and no consent, approval, authorization, order, registration or qualification of or with any such court or
governmental agency or body is required for the consummation by the Company and the Guarantors of the transactions contemplated by this Agreement, except the registration under the Securities Act of the Securities, qualification of the Indenture
under the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under State securities or blue sky laws in connection with the offering and distribution of the Securities. 

(d) This Agreement has been duly authorized, executed and delivered by the Company and by each of the Guarantors.

 6. Indemnification. 

(a) Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will
indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement against any losses, claims,
damages or liabilities, joint or several, to which such holder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any
preliminary, final or summary prospectus contained therein or furnished by the Company to any such holder, Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder, such Electing Holder for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any of the Guarantors shall be liable to any such person in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus, or amendment or supplement
thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein. 

(b) Indemnification by the Electing Holders. The Company may require, as a condition to including any Registrable
Securities in any registration statement filed pursuant to Section 2(b) hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities, severally and not
jointly, to 
  

 16 








 
(i) indemnify and hold harmless the Company, the Guarantors and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Company, the
Guarantors or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any Electing Holder, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Electing Holder expressly for use therein, and
(ii) reimburse the Company and the Guarantors for any legal or other expenses reasonably incurred by the Company and the Guarantors in connection with investigating or defending any such action or claim as such expenses are incurred;
provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the
sale of such Electing Holder’s Registrable Securities pursuant to such registration. 
 (c) Notices of
Claims, Etc. Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an
indemnifying party pursuant to the indemnification provisions of or contemplated by this Section 6, notify such indemnifying party in writing of the commencement of such action; but the omission so to notify the indemnifying party shall not
relieve it from any liability which it may have to any indemnified party otherwise than under the indemnification provisions of or contemplated by Section 6(a) or Section 6(b) hereof. In case any such action shall be brought against any
indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying
party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred
by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or
claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of,
fault, culpability or a failure to act by or on behalf of any indemnified party. The indemnifying party shall not be required to indemnify the indemnified party for any amount paid or payable by the indemnified party in the settlement or compromise
of, or entry into any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder, without the written consent of the indemnifying party, which consent shall not be
unreasonably withheld. 
  

 17 








 (d) Contribution. If for any reason the indemnification provisions
contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault
of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations.
The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact
relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto
agree that it would not be just and equitable if contributions pursuant to this Section 6(d) were determined by pro rata allocation (even if the holders were treated as one entity for such purpose) or by any other method of allocation which
does not take account of the equitable considerations referred to in this Section 6(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages, or liabilities (or actions in respect thereof) referred to
above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6(d), no
Electing Holder shall be required to contribute any amount in excess of the amount by which the dollar amount of the proceeds received by such holder from the sale of any Registrable Securities (after deducting any fees, discounts and commissions
applicable thereto) exceeds the amount of any damages which such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The holders’ obligations in this Section 6(d) to contribute shall be
several in proportion to the principal amount of Registrable Securities registered by them and not joint. 
 (e)
The obligations of the Company and the Guarantors under this Section 6 shall be in addition to any liability which the Company or any of the Guarantors may otherwise have and shall extend, upon the same terms and conditions, to each officer,
director and partner of each holder, and each person, if any, who controls any of the foregoing within the meaning of the Securities Act; and the obligations of the holders and contemplated by this Section 6 shall be in addition to any
liability which the respective holder may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company or any of the Guarantors (including any person who, with his consent, is named in any
registration statement as about to become a director of the Company or any of the Guarantors) and to each person, if any, who controls the Company within the meaning of the Securities Act. 

7. Underwritten Offerings. 

Each holder of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities
may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders
holding at least a majority in aggregate principal amount of the Registrable Securities to 
  

 18 








 
be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities
participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled to select the managing underwriter or underwriters hereunder
and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the
terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities,
underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

 8. Rule 144. 

(a) The Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under
the Exchange Act, the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule
144) and the rules and regulations adopted by the Commission thereunder, and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell
Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the
Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Company shall deliver to such holder a written statement as to whether it has complied with such
requirements. 
 (b) Availability of Rule 144 Not Excuse for Obligations under Section 2. The fact
that holders of Registrable Securities may become eligible to sell such Registrable Securities pursuant to Rule 144 shall not (1) cause such Securities to cease to be Registrable Securities by any means other than pursuant to the definition of
Registrable Securities or (2) excuse the Company’s or the Guarantors’ obligations set forth in Section 2 of this Agreement, including without limitation the obligations in respect of an Exchange Offer, Shelf Registration, Special
Interest and Additional Default Fees. 
 9. Miscellaneous. 

(a) No Inconsistent Agreements. The Company and each of the Guarantors represents, warrants, covenants and agrees
that it has not granted, and shall not grant, registration rights with respect to Registrable Securities or any other securities which would be inconsistent with the terms contained in this Agreement. 

(b) Specific Performance. The parties hereto acknowledge that there would be no adequate remedy at law if the
Company and the Guarantors fail to perform any of their obligations hereunder and that you and the holders from time to time of the Registrable Securities may be irreparably harmed by any such failure, and accordingly agree that you and such
holders, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of the Company 

 

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and the Guarantors under this Agreement in accordance with the terms and conditions of this Agreement, in any court of the United States or any State thereof having jurisdiction. 

(c) Notices. All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing
and shall be deemed to have been duly given when delivered by hand, if delivered personally, by facsimile or by courier, or three days after being deposited in the mail (registered or certified mail, postage prepaid, return receipt requested) as
follows: If to the Company, or the Guarantors, to Post Office Box 5687, Spartanburg, South Carolina 29304, Attention: Chief Financial Officer, with a copy to Morgan, Lewis & Bockius LLP, One Oxford Centre, Thirty-Second Floor, Pittsburgh,
Pennsylvania 15219, facsimile no. (412) 560-7001, Attention: Kimberly A. Taylor, and if to a holder, to the address of such holder set forth in the security register or other records of the Company, or to such other address as the Company or
any such holder may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 

(d) Parties in Interest. All the terms and provisions of this Agreement shall be binding upon, shall inure to the
benefit of and shall be enforceable by the parties hereto, and the holders from time to time of the Registrable Securities and the respective successors and assigns of the parties hereto and such holders. In the event that any transferee of any
holder of Registrable Securities shall acquire Registrable Securities, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee shall, without any further writing or action of any kind, be deemed a
beneficiary hereof for all purposes and such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such transferee shall be entitled to receive the benefits of, and
be conclusively deemed to have agreed to be bound by all of the applicable terms and provisions of this Agreement. If the Company shall so request, any such successor, assign or transferee shall agree in writing to acquire and hold the Registrable
Securities subject to all of the applicable terms hereof. 
 (e) Survival. The respective indemnities,
agreements, representations, warranties and each other provision set forth in this Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by or on behalf
of any holder of Registrable Securities, any director, officer or partner of such holder, or any controlling person of any of the foregoing, and shall survive delivery of and payment for the Registrable Securities pursuant to the Purchase Agreement
and the transfer and registration of Registrable Securities by such holder and the consummation of an Exchange Offer. 

(f) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the
State of New York. 
 (g) Headings. The descriptive headings of the several Sections and paragraphs of
this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement. 

(h) Entire Agreement; Amendments. This Agreement and the other writings referred to herein (including the
Indenture, the Purchase Agreement and the form of Securities) or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. This Agreement supersedes all prior agreements
and understandings between the parties with respect to its subject matter. This Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or
prospectively) only by a 
  

 20 








 
written instrument duly executed by the Company, the Guarantors and the holders of at least a majority in aggregate principal amount of the Registrable Securities at the time outstanding. Each
holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any amendment or waiver effected pursuant to this Section 9(h), whether or not any notice, writing or marking indicating such amendment or waiver
appears on such Registrable Securities or is delivered to such holder. 
 (i) Inspection. For so long as
this Agreement shall be in effect, this Agreement and a complete list of the names and addresses of all the holders of Registrable Securities shall be made available for inspection and copying on any business day by any holder of Registrable
Securities for proper purposes only (which shall include any purpose related to the rights of the holders of Registrable Securities under the Securities, the Indenture and this Agreement) at the offices of the Company at the address thereof set
forth in Section 9(c) above and at the office of the Trustee under the Indenture. 
 (j)
Counterparts. This Agreement may be executed by the parties in counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. 

 

 21 








 If the foregoing is in accordance with your understanding, please sign and return to us one
each for the Company (on behalf of the Company and the Guarantors) and the Representative, plus one for each counsel, counterparts hereof, and upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding
agreement among you, the Guarantors and the Company. 
  

							
	 Very truly yours,

	
	EXOPACK HOLDING CORP.
		
	By:  	 	 /s/    Jon Heard

			
		 	Name:	 	Jon Heard
			
		 	Title:	 	Chief Financial Officer


  

					
	
	EXOPACK, LLC
		
	By:  	 	 /s/    Jon Heard

			
		 	 Name:
	 	Jon Heard
			
		 	 Title:
	 	Chief Financial Officer


  

					
	
	EXOPACK-THOMASVILLE, LLC
		
	 By:  
	 	 /s/    Jon Heard

			
		 	 Name:
	 	Jon Heard
			
		 	 Title:
	 	Chief Financial Officer


  

					
	EXOPACK-HEBRON, LLC
		
	By:  	 	 /s/    Jon Heard

			
		 	 Name:
	 	Jon Heard
			
		 	 Title:
	 	Chief Financial Officer


  

					
	
	EXOPACK-ONTARIO, INC.
		
	By:  	 	 /s/     Jon Heard

			
		 	Name:	 	Jon Heard
			
		 	Title:	 	Chief Financial Officer


  

					
	
	EXOPACK TECHNOLOGY, LLC
		
	By:  	 	 /s/    Jon Heard

			
		 	 Name:
	 	Jon Heard
			
		 	 Title:
	 	Chief Financial Officer


  

 22 









					
	
	CELLO-FOIL HOLDING CORP.
		
	 By:  
	 	 /s/     Jon Heard

			
		 	Name:	 	Jon Heard
			
		 	Title:	 	Chief Financial Officer


  

					
	
	CELLO-FOIL PRODUCTS, INC.
		
	 By:  
	 	 /s/     Jon Heard

			
		 	Name:	 	Jon Heard
			
		 	Title:	 	Chief Financial Officer


  

					
	
	TPG GROUP HOLDING CORP.
		
	 By:  
	 	 /s/    Jon Heard

			
		 	Name:	 	Jon Heard
			
		 	Title:	 	Chief Financial Officer


  

					
	
	TPG ENTERPRISES, INC.
		
	 By:  
	 	 /s/    Jon Heard

			
		 	Name:	 	Jon Heard
			
		 	Title:	 	Chief Financial Officer


  

					
	
	TPG (US), INC.
		
	 By:  
	 	 /s/    Jon Heard

			
		 	 Name:
	 	Jon Heard
			
		 	 Title:
	 	Chief Financial Officer


  

 23 









					
	Exopack Advanced Coatings, LLC
		
	By:  	 	 /s/    Jon Heard

			
		 	Name:	 	Jon Heard
			
		 	Title:	 	Chief Financial Officer


  

					
	Intelicoat Technologies Image Products
Matthews LLC
		
	By:  	 	 /s/    Jon Heard

			
		 	Name:	 	Jon Heard
			
		 	Title:	 	Chief Financial Officer


  

 24 








 Accepted as of the date hereof: 

 

			
	 Goldman, Sachs & Co.

		
	By:	  	 /s/     Goldman Sachs & Co.

		  	(Goldman, Sachs & Co.)

  

 25 








 Exhibit A 

Exopack Holding Corp. 

INSTRUCTION TO DTC PARTICIPANTS 

(Date of Mailing) 

URGENT - IMMEDIATE ATTENTION REQUESTED 

DEADLINE FOR RESPONSE:   [DATE] * 

The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in the
Exopack Holding Corp. (the “Company”)
11 1/4 % Senior Notes due
2014 (the “Securities”) are held. 
 The Company is in the
process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed
Notice of Registration Statement and Selling Securityholder Questionnaire. 
 It is important that beneficial owners of the Securities
receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [Deadline For Response]. Please forward
a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact Exopack Holding Corp.,
Post Office Box 5687, Spartanburg, South Carolina 29304, Attn:   Chief Financial Officer. 
  

	*	Not fewer than 21 calendar days from date of mailing. 

  

 A-1 








 Exopack Holding Corp. 

Notice of Registration Statement 

and  

Selling Securityholder Questionnaire 

(Date) 

Reference is hereby made to the Exchange and Registration Rights Agreement (the “Exchange and Registration Rights
Agreement”) among Exopack Holding Corp. (the “Company”), the Guarantors (as defined therein) and the Purchaser named therein. Pursuant to the Exchange and Registration Rights Agreement, the Company has filed with the United States
Securities and Exchange Commission (the “Commission”) a registration statement on Form [    ] (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the “Securities Act”), of the Company’s
11 1/4 % Senior Notes due
2014 (the “Securities”). A copy of the Exchange and Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings
ascribed thereto in the Exchange and Registration Rights Agreement. 
 Each beneficial owner of Registrable Securities (as defined below)
is entitled to have the Registrable Securities beneficially owned by it included in the Shelf Registration Statement. In order to have Registrable Securities included in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Company’s counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial
owners of Registrable Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus
forming a part thereof for resales of Registrable Securities. 
 Certain legal consequences arise from being named as a selling securityholder
in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as
a selling securityholder in the Shelf Registration Statement and related Prospectus. 
 The term “Registrable Securities” is
defined in the Exchange and Registration Rights Agreement. 
  

 A-2 








 ELECTION 

The undersigned holder (the “Selling Securityholder”) of Registrable Securities hereby elects to include in the Shelf Registration
Statement the Registrable Securities beneficially owned by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Registrable Securities by the terms and
conditions of this Notice and Questionnaire and the Exchange and Registration Rights Agreement, including, without limitation, Section 6 of the Exchange and Registration Rights Agreement, as if the undersigned Selling Securityholder were an
original party thereto. 
 Upon any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling Securityholder will
be required to deliver to the Company and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement. 

The Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information is accurate and
complete: 
  

 A-3 








 QUESTIONNAIRE 

 

	(1)	(a)    Full Legal Name of Selling Securityholder: 

  

	 	(b)	Full Legal Name of Registered Holder (if not the same as in (a) above) of Registrable Securities Listed in Item (3) below: 


 

	 	(c)	Full Legal Name of DTC Participant (if applicable and if not the same as (b) above) Through Which Registrable Securities Listed in Item (3) below are Held:


  

	(2)	Address for Notices to Selling Securityholder: 

  

							
	  
	 		 		 	
	  
	 		 		 	
	  
	 		 		 	
	Telephone:	 	  
	 		 	
	Fax:	 	  
	 		 	
	Contact Person:	 	  
	 		 	

  

	(3)	Beneficial Ownership of Securities: 


Except as set forth below in this Item (3), the undersigned does not beneficially own any Securities. 

 

	 	(a)	Principal amount of Registrable Securities beneficially
owned:                                        
                                         
          


	 	    	CUSIP No(s). of such Registrable
Securities:                                       
                                         
                                      


  

	 	(b)	Principal amount of Securities other than Registrable Securities beneficially owned: 


			
		  	  



	 	    	CUSIP No(s). of such other
Securities:                                       
                                         
                                         
     

  

	 	(c)	Principal amount of Registrable Securities which the undersigned wishes to be included in the Shelf Registration
Statement:                                       
                                         
                                         
                              


	 	    	CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration
Statement:                                      


  

	(4)	Beneficial Ownership of Other Securities of the Company: 


Except as set forth below in this Item (4), the undersigned Selling Securityholder is not the beneficial or registered owner of
any other securities of the Company, other than the Securities listed above in Item (3). 
 State any exceptions here:

  

	(5)	Relationships with the Company: 

  

 A-4 








 Except as set forth below, neither the Selling Securityholder nor any of its affiliates,
officers, directors or principal equityholders (5% or more) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years. 

State any exceptions here: 
  

	(6)	Plan of Distribution: 

 Except
as set forth below, the undersigned Selling Securityholder intends to distribute the Registrable Securities listed above in Item (3) only as follows (if at all): Such Registrable Securities may be sold from time to time directly by the
undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying
prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered
Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options.
In connection with sales of the Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities in the course of hedging
the positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell
such securities. 
 State any exceptions here: 

By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the
provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. 
 In the event that the Selling
Securityholder transfers all or any portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of
the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration Rights Agreement. 
 By signing
below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and related
Prospectus. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus. 

In accordance with the Selling Securityholder’s obligation under Section 3(d) of the Exchange and Registration Rights Agreement to provide such
information as may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein which

  

 A-5 








 
may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect. All notices hereunder and pursuant to the Exchange and Registration Rights Agreement
shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows: 
  

	 	(i)	To the Company: 

 Exopack
Holding Corp. 
 Post Office Box 5687 

Spartanburg, South Carolina 29304 

Attention:   Chief Financial Officer   

 

	 	(ii)	With a copy to: 

 Morgan,
Lewis & Bockius LLP 
 One Oxford Centre 

Thirty-Second Floor 

301 Grant Street 

Pittsburgh, Pennsylvania 15219-6401 

Attention:   Kimberly A. Taylor   

Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and
Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement shall be governed in all respects by the laws of the State of New York.

  

 A-6 








 IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be
executed and delivered either in person or by its duly authorized agent. 
  

					
	Dated:	 	  
	  	

  

	
	  

	Selling Securityholder
	(Print/type full legal name of beneficial owner of Registrable Securities)

  

			
	 By:
	 	  



			
	 Name:
	  	
	 Title:
	  	

 PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR
RESPONSE] TO THE COMPANY’S COUNSEL AT: 
 Morgan, Lewis & Bockius LLP 

One Oxford Centre 

Thirty-Second Floor 

301 Grant Street 

Pittsburgh, Pennsylvania 15219-6401 

Attention:  Kimberly A. Taylor 
  


 A-7 








 Exhibit B 

NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT 

[Name of Trustee] 
 Exopack Holding Corp.

 c/o [Name of Trustee] 

[Address of Trustee] 

Attention:  Trust Officer 
  

			
	Re:	  	Exopack Holding Corp. (the “Company”)
		  	11 
1/4% Senior Notes due 2014 (the “Notes”)


Dear Sirs: 
 Please be advised that
                             has transferred
$             aggregate principal amount of the above-referenced Notes pursuant to an effective Registration Statement on Form     (File
No. 333-            ) filed by the Company. 
 We hereby certify that
the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied and that the above-named beneficial owner of the Notes is named as a “Selling Holder” in the Prospectus dated [date] or in
supplements thereto, and that the aggregate principal amount of the Notes transferred are the Notes listed in such Prospectus opposite such owner’s name. 

Dated: 
  

			
	Very truly yours,
		
		 	  

		 	(Name)
		
	 By:
	 	  

		 	(Authorized Signature)