THIRD SUPPLEMENTAL INDENTURE
THIRD
SUPPLEMENTAL INDENTURE
This
THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental
Indenture”) is dated as of May 7, 2007, among XXXXX PLASTICS HOLDING
CORPORATION (or its successor) (the “Company”), XXXXX
FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee
under the indenture referred to below (the “Trustee”), ROLLPAK
ACQUISITION CORPORATION and ROLLPAK CORPORATION (each, a “New Guarantor” and
collectively, the “New
Guarantors”).
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 supplemented by the first
supplemental indenture dated as of September 20, 2006 by and among the Company
(formerly known as BPC Holding Corporation), BPC Acquisition Corp., the
guarantors party thereto and the Trustee and the second supplemental indenture
dated as of April 3, 2007, among the Company, the guarantors party thereto and
the Trustee, and as further amended, supplemented or otherwise modified, the
“Indenture”),
providing for the issuance of the Company’s 8 7/8 % Second Priority Senior
Secured Fixed Rate Notes due 2014 (the “Fixed Rate Notes”) in
the aggregate principal amount of $525,000,000 and Second Priority Senior
Secured Floating Rate Notes due 2014 (the “Floating Rate Notes”)
in the aggregate principal amount of $225,000,000 (the Fixed Rate Notes and
Floating Rate Notes being collectively referred to as the “Securities”);
WHEREAS,
the Company has entered into that certain Stock Purchase Agreement dated as of
March 30, 2007 (the “Stock Purchase
Agreement”) with the Sellers identified therein, pursuant to which the
Company purchased (the “Stock Purchase”) all
of the issued and outstanding capital stock of Rollpak Acquisition Corporation
which, in turn, owns 100% of the issued and outstanding capital stock of Rollpak
Corporation;
WHEREAS,
upon the effectiveness of the Stock Purchase, each New Guarantor shall be a
Restricted Subsidiary of the Company;
WHEREAS,
Section 4.11 of the Indenture provides that the Company shall cause each
Restricted Subsidiary that is a Domestic Subsidiary that guarantees any
indebtedness of the Company or any of its Restricted Subsidiaries (i) to execute
and deliver to the Trustee a supplemental indenture pursuant to which such
Restricted Subsidiary shall guarantee payment of the Securities and (ii) to
become a party to the Security Agreement and to execute and file all documents
and instruments necessary to grant to the Collateral Agent a perfected security
interest in the Collateral of such Restricted Subsidiary;
WHEREAS,
as of the date hereof, each New Guarantor will guarantee indebtedness of the
Company under the following agreements: (i) the Amended and Restated Revolving
Credit Agreement dated as of April 3, 2007 among the Company (as successor to
Covalence Specialty Materials Corp.), Xxxxx Plastics Group, Inc. (“Holdings”), certain
domestic subsidiaries of the Company party thereto from time to time, the
lenders party thereto from time
to time,
Bank of America, N.A., as Collateral Agent and Administrative Agent and the
other financial institutions party thereto, (ii) the Second Amended and Restated
Term Loan Credit Agreement dated as of April 3, 2007, among the Company (as
successor to Covalence Specialty Materials Corp.), Holdings, the lenders party
thereto from time to time, Credit Suisse, Cayman Islands Branch, as Collateral
Agent and Administrative Agent and the other financial institutions party
thereto, (iii) the indenture among Covalence Specialty Materials Corp., certain
Guarantors and the Trustee dated as of February 16, 2006 (as supplemented by the
first supplemental indenture dated as of April 3, 2007 among Covalence Specialty
Materials Corp., the guarantors party thereto and the Trustee and the second
supplemental indenture dated as of April 3, 2007, among Covalence Specialty
Materials Corp., the Company, the guarantors party thereto and the Trustee, and
as further amended, supplemented or otherwise modified), providing for the
issuance of 10¼% Senior Subordinated Notes due 2016 in the aggregate principal
amount of $265,000,000, and (iv) the indenture between BPC Acquisition Corp. and
the Trustee dated as of September 20, 2006 (as supplemented by the first
supplemental indenture dated as of September 20, 2006 by and among the Company
(formerly known as BPC Holding Corporation), BPC Acquisition Corp., the
guarantors party thereto and the Trustee and the second supplemental indenture
dated as of April 3, 2007, among the Company, the guarantors party thereto and
the Trustee, and as further amended, supplemented or otherwise modified),
providing for the issuance of the Company’s 11% Senior Subordinated Notes due
2016 in the aggregate principal amount of $425,000,000, and therefore is
required to guarantee payment of the Securities;
WHEREAS,
pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the New
Guarantors are authorized to execute and deliver this Third Supplemental
Indenture;
NOW
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Guarantors,
the Company, and the Trustee mutually covenant and agree for the equal and
ratable benefit of the Holders of the Securities as follows:
1. Definitions. Capitalized
terms used herein and not defined herein have the meanings ascribed to such
terms in the Indenture.
2. Agreement to
Guarantee. Each New Guarantor hereby agrees, jointly and
severally with all existing Guarantors, to unconditionally guarantee the
Company’s obligations under the Securities and the Indenture on the terms and
subject to the conditions set forth in Article 12 of the Indenture and to be
bound by all other applicable provisions of the Indenture and the Securities and
to perform all of the obligations and agreements of a Guarantor under the
Indenture.
3. Notices. All
notices or other communications to the New Guarantors shall be given as provided
in Section 13.02 of the Indenture.
4. Ratification of Indenture;
Third 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 Third
5. 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.
6. Governing
Law. THIS
THIRD 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.
7. Trustee Makes No
Representation. The Trustee makes no representation as to the
validity or sufficiency of this Third Supplemental Indenture.
8. Counterparts. The
parties may sign any number of copies of this Third Supplemental
Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
9. 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 Third Supplemental
Indenture to be duly executed as of the date first above written.
THE NEW
GUARANTORS:
ROLLPAK
ACQUISITION CORPORATION
By: /s/ Xxxxxxx
Thompson________________
Name:
Xxxxxxx Xxxxxxxx
Title:
Authorized Signatory
ROLLPAK
CORPORATION
By: /s/ Xxxxxxx
Thompson________________
Name:
Xxxxxxx Xxxxxxxx
Title:
Authorized Signatory
XXXXX
PLASTICS HOLDING CORPORATION
By:/s/ Xxxxxxx
Thompson___________________
Name:
Xxxxxxx Xxxxxxxx
Title:
Authorized Signatory
XXXXX
FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE
By: /s/ Xxxxxx X.
X’Xxxxxxx
Name:
Xxxxxx X. X’Xxxxxxx
Title:
Vice President
