First Supplemental Indenture dated as of August 6, 2007



 Exhibit 4.5 

 
  

 
  

 
 EXOPACK HOLDING
CORP. 
 AND EACH OF THE 

GUARANTORS PARTY 

HERETO 

11 
1/4% SENIOR NOTES DUE 

2014 
  

 
 FIRST
SUPPLEMENTAL 
 INDENTURE 

Dated as of August 6, 2007 

TO INDENTURE 

Dated as of January 31, 2006 
  

 
 THE BANK OF NEW
YORK 
 Trustee 
  

 
  

 
  







 FIRST SUPPLEMENTAL INDENTURE, dated as of August 6, 2007, to the Indenture
(defined below) among Exopack Holding Corp., a Delaware corporation (the “Company”), Exopack Advanced Coatings, LLC, a Delaware limited liability company (“Exopack Advanced”), Intelicoat Technologies Image Products
Matthews, LLC, a Delaware limited liability company (“Intelicoat”) and The Bank of New York, a New York banking corporation, as Trustee (the “Trustee”). 

WHEREAS, the Company and each of the Guarantors party thereto have heretofore executed and delivered to the
Trustee an Indenture, dated as of January 31, 2006 (the “Base Indenture”), providing for the issuance of the
11  1/4% Senior Notes due 2014;

 WHEREAS, the Company has acquired two Domestic Subsidiaries, Exopack Advanced and Intelicoat, since the date of
the Base Indenture. 
 WITNESSETH: 

NOW, THEREFORE, for and in consideration of the premises contained herein, each party agrees for the benefit of each other party
and for the equal and ratable benefit of the Holders of the Notes, as follows: 
 ARTICLE ONE 

DEFINITIONS 

Section 1.01 Capitalized terms used but not defined in this Supplemental Indenture shall have the meanings ascribed to them in the Base
Indenture. 
 ARTICLE TWO 

ADDITIONAL NOTE GUARANTEES 

Section 2.01 Pursuant to Section 4.17 of the Base Indenture, both Exopack Advanced and Intelicoat are hereby designated Guarantors under
the Base Indenture. Upon execution of the Note Guarantee, in the form attached as Exhibit A hereto, both Exopack Advanced and Intelicoat are bound by the obligations set forth in Article 10 of the Base Indenture. 

[SIGNATURE PAGE FOLLOWS] 
  

 2 








 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed and delivered as of the day and year first above written. 
  

			
	Exopack Holding Corp.
		
	By:	 	/s/ Jack Knott
	Name:	 	Jack Knott
	Title:	 	President, CEO and Secretary
	
	Exopack Advanced Coatings, LLC
		
	By:	 	/s/ Jack Knott
	Name:	 	Jack Knott
	Title:	 	CEO, President and Secretary
	
	Intelicoat Technologies Image Products Matthews, LLC
		
	By:	 	/s/ Jack Knott
	Name:	 	Jack Knott
	Title:	 	CEO, President and Secretary
	
	The Bank of New York
		
	By:	 	/s/ Robert A. Massimillo
	Name:	 	Robert A. Massimillo
	Title:	 	Vice President


 [Signature Page to
First Supplemental Indenture] 







 EXHIBIT A 

[FORM OF NOTATION OF GUARANTEE] 

For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally,
unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of January 31, 2006 (the “Indenture”), among Exopack Holding Corp. (the “Company”),
the Guarantors party thereto and The Bank of New York, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and Special Interest, if any, and interest on, the Notes, whether at maturity, by
acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the
Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are
expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee. 

Capitalized terms used but not defined herein have the meanings given to them in the Indenture. 

 

			
	Exopack Advanced Coatings, LLC
		
	By:	 	 
	Name:	 	
	Title:	 	
	
	Intelicoat Technologies Image Products Matthews, LLC
		
	By:	 	 
	Name:	 	
	Title:	 	


  

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