SUPPLEMENTAL INDENTURE
This
SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”) is dated as of December 27, 2007, among XXXXX
PLASTICS HOLDING CORPORATION (or its successor) (the “Company”), the
guarantors identified on the signature pages hereto (the “Guarantors”), and
XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as
trustee under the indenture referred to below (the “Trustee”).
W I T N E
S S E T H :
WHEREAS,
BPC Acquisition Corp. has heretofore executed and delivered to the Trustee an
indenture dated as of September 20, 2006 (as amended, supplemented or otherwise
modified, the “Indenture”) among BPC
Acquisition Corp., the guarantors (as defined therein) and the Trustee,
providing for the issuance of the Company’s 8 7/8% Second Priority Senior
Secured Fixed Rate Notes due 2014 in the aggregate principal amount of
$525,000,000 and Second Priority Senior Secured Floating Rate Notes due 2014 in
the aggregate principal amount of $225,000,000;
WHEREAS,
Xxxxx Plastics Corporation (“BPC”), a first-tier
subsidiary of Xxxxx Plastics Holding Corporation and a guarantor pursuant to the
Indenture, is merging with and into the Company (the “Merger”), the
separate existence of BPC shall cease and the Company shall survive and continue
as the continuing company (the “Successor
Company”);
WHEREAS,
Section 5.01(a) of the Indenture provides, in part, that BPC may merge into the
Company provided that (i) the Company is the surviving entity; (ii) each
Guarantor, unless it is the other party to the transactions described above,
shall have by supplemental indenture confirmed that its Guarantee shall apply to
such Person’s obligations under the Indenture and the Securities; and (iii) the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that such consolidation, merger or transfer and
such supplemental indentures (if any) comply with the Indenture;
WHEREAS,
Section 9.01(a) of the Indenture provides that the Company and the Trustee may
amend the Indenture or the Securities without notice or consent of any Holder
to, among others, comply with Article 5;
WHEREAS,
the Company has delivered to the Trustee, or caused to be delivered to the
Trustee on its behalf, an Opinion of Counsel and an Officers’ Certificate
stating that the Merger and this Supplemental Indenture comply with Sections
5.01(a) and 9.01(a), of the Indenture, that all conditions precedent provided
for in the Indenture relating to the Merger and the execution and delivery of
this Supplemental Indenture have been complied with, and that execution and
delivery of this Supplemental Indenture is authorized or permitted under the
Indenture;
NOW
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guarantors, the
Company and the Trustee mutually covenant and agree as follows:
1. Definitions. Capitalized
terms used herein and not defined herein have the meanings ascribed to such
terms in the Indenture.
2. Confirmation of
Guarantee. Each of the Guarantors hereby confirms that its
Guarantee shall apply to the Successor Company’s obligations under the Indenture
and the Securities.
3. Notices. All
notices or other communications to the Guarantors shall be given as provided in
Section 13.02 of the Indenture.
4. Ratification of Indenture;
Supplemental Indenture Part of Indenture. Except as expressly
amended hereby, the Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and
effect. This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Holder of Securities heretofore or
hereafter authenticated and delivered shall be bound hereby.
5. Governing
Law. THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAW.
6. Trustee Makes No
Representation. The Trustee makes no representation as to the
validity or sufficiency of this Supplemental Indenture.
7. Counterparts. The
parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
8. Effect of
Headings. The Section headings herein are for convenience only
and shall not effect the construction thereof.
IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed as of the date first above written.
XXXXX
PLASTICS HOLDING CORPORATION
By: /s/ Xxxxxxx X.
Xxxxxxxx
Name:
Xxxxxxx X. Xxxxxxxx
Title:
Executive Vice President
XXXXX
FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE
By: /s/ Xxxxxx X.
X’Xxxxxxx
Name:
Xxxxxx X. X’Xxxxxxx
Title:
Vice President
GUARANTORS:
AeroCon,
Inc.
Xxxxx
Iowa Corporation
Xxxxx
Plastics Design Corporation
Xxxxx
Xxxxxxxx Corporation
Xxxxx
Plastics Technical Services, Inc.
Cardinal
Packaging, Inc.
CPI
Holding Corporation
Knight
Plastics Inc.
Xxxxxx
Plastics, Inc.
Packerware
Corporation
Pescor,
Inc.
Poly-Seal
Corporation
Venture
Packaging, Inc.
Venture
Packaging Midwest, Inc.
Xxxxx
Plastics Acquisition III
Xxxxx
Plastics Acquisition V
Xxxxx
Plastics Acquisition VII
Xxxxx
Plastics Acquisition VIII
Xxxxx
Plastics Acquisition IX
Xxxxx
Plastics Acquisition X
Xxxxx
Plastics Acquisition XI
Xxxxx
Plastics Acquisition XII
Xxxxx
Plastics Acquisition XIII
Xxxx
Group, Inc.
Saffron
Acquisition Corp.
Sun Coast
Industries, Inc.
By: /s/ Xxxxxxx X.
Xxxxxxxx
Name:
Xxxxxxx X. Xxxxxxxx
Title:
Vice President
ROLLPAK
ACQUISITION CORPORATION
By: /s/ Xxxxxxx X.
Xxxxxxxx
Name:
Xxxxxxx X. Xxxxxxxx
Title:
Vice President
ROLLPAK
CORPORATION
By: /s/ Xxxxxxx X.
Xxxxxxxx
Name:
Xxxxxxx X. Xxxxxxxx
Title:
Vice President
XXXXX
PLASTICS ACQUISITION CORPORATION
XV,
LLC
By: Xxxxx
Plastics Corporation,
its sole member
By: /s/ Xxxxxxx X.
Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice
President
SETCO,
LLC
By: Xxxx
Group, Inc.,
its sole member
By: /s/ Xxxxxxx X.
Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
TUBED
PRODUCTS, LLC
By: Xxxx
Group, Inc.,
its sole member
By: /s/ Xxxxxxx X.
Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
COVALENCE
SPECIALTY ADHESIVES LLC
By: Xxxxx
Plastics Holding Corporation,
its sole member and
manager
By: /s/ Xxxxxxx X.
Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice
President
COVALENCE
SPECIALTY COATINGS LLC
By: Xxxxx
Plastics Holding Corporation,
its sole member and
manager
By: /s/ Xxxxxxx X.
Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice
President
