SUPPLEMENTAL INDENTURE
Exhibit 4.13
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 4, 2010 among Xxxxxx Packaging GP Acquisition LLC, a Delaware limited liability company (“GPALLC”), Xxxxxx Packaging LP Acquisition LLC, a Delaware limited liability company (“LPALLC”), WCK-L Holdings, Inc., a Delaware corporation (“WCK”), Liquid Container Inc., a Delaware corporation (“LCI”), CPG-L Holdings, Inc., a Delaware corporation (“CPG”), Xxxxxx Packaging LC, L.P., a Delaware limited partnership (“Xxxxxx Packaging LC”), Xxxxxx Packaging PX Holding Corporation, a Delaware corporation (“Xxxxxx PX Holding), Xxxxxx Packaging PX, LLC, a California limited liability company (“Xxxxxx PX”), Xxxxxx Packaging PX Company, a California general partnership (together with GPALLC, LPALLC, WCK, LCI, CPG, Xxxxxx Packaging LC, Xxxxxx PX Holding and Xxxxxx PX, the “New Guarantors”), Xxxxxx Packaging Company, L.P., a Delaware limited partnership (the “Company”), GPC Capital Corp. I, a Delaware corporation (the “Corporate Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors listed on the signature pages hereto and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee under the indenture referred to below (the “Trustee”).
RECITALS
WHEREAS the Issuers, the Guarantors and the Trustee have heretofore executed an Indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of October 7, 2004, providing for the issuance of the Issuers’ 9 7/8% Senior Subordinated Notes due 2014 (the “Notes”), initially in the aggregate principal amount of $375,000,000;
WHEREAS Section 11.07 of the Indenture provides that under certain circumstances the Issuers are required to cause the New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors shall unconditionally guarantee all the Issuers’ obligations under the Notes pursuant to a Senior Subordinated Guarantee on the terms and conditions set forth herein; and
WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Issuers and the existing Guarantors are authorized to execute and deliver this Supplemental Indenture;
NOW THEREFORE, in consideration of the foregoing and mutual covenants herein contained and intending to be legally bound, the New Guarantors, the Issuers and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:
1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Holders” in this Guarantee shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words “herein,” “hereof” and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
2. Agreement to Guarantee. The New Guarantors hereby agree, jointly and severally with all existing Guarantors, to unconditionally guarantee the Issuers’ obligations under
the Notes on the terms and subject to the conditions set forth in Articles 11 and 12 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes 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; Supplemental Indentures 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 Notes 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.
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 affect 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.
| New Guarantors: | ||
| XXXXXX PACKAGING GP ACQUISITION LLC | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Chief Financial Officer and Vice Chairman | ||
| XXXXXX PACKAGING LP ACQUISITION LLC | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Chief Financial Officer and Vice Chairman | ||
| WCK-L HOLDINGS, INC. | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Chief Financial Officer and Vice Chairman | ||
| LIQUID CONTAINER INC. | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Chief Financial Officer and Vice Chairman | ||
[Signature Page to Subordinated Supplemental Indenture]
| CPG-L HOLDINGS, INC. | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Chief Financial Officer and Vice Chairman | ||
| XXXXXX PACKAGING LC, L.P. | ||
| By: Liquid Container Inc., its General Partner | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Chief Financial Officer and Vice Chairman | ||
| XXXXXX PACKAGING PX HOLDING CORPORATION | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Chief Financial Officer and Vice Chairman | ||
| XXXXXX PACKAGING PX, LLC | ||
| By: Xxxxxx Packaging PX Holding Corporation, its Sole Member | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Chief Financial Officer and Vice Chairman | ||
[Signature Page to Subordinated Supplemental Indenture]
| XXXXXX PACKAGING PX COMPANY | ||
| By: | Xxxxxx Packaging PX Holding Corporation, | |
| By: | Xxxxxx Packaging PX, LLC, | |
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Chief Financial Officer | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Chief Financial Officer | ||
| Issuers: | ||
| GPC CAPITAL CORP. I | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Chief Financial Officer | ||
| XXXXXX PACKAGING COMPANY, L.P. | ||
| By: | GPC Opco GP, LLC, | |
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Chief Financial Officer | ||
[Signature Page to Subordinated Supplemental Indenture]
| Guarantors: | ||
| XXXXXX PACKAGING HOLDINGS COMPANY | ||
| By: | BCP/Xxxxxx Holdings LLC, | |
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Assistant Treasurer | ||
| GPC SUB GP LLC | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Chief Financial Officer and Secretary | ||
| XXXXXX PACKAGING LATIN AMERICA, LLC | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Chief Financial Officer | ||
| XXXXXX PACKAGING POLAND, L.P. | ||
| By: | GPACSUB LLC, | |
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Chief Financial Officer and Secretary | ||
[Signature Page to Subordinated Supplemental Indenture]
| XXXXXX RECYCLING COMPANY, L.P. | ||
| By: | GPC Sub GP LLC, | |
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Chief Financial Officer and Secretary | ||
| XXXXXX PACKAGING FRANCE PARTNERS | ||
| By: | Xxxxxx Packaging Company, L.P., | |
| By: | GPC Opco GP LLC, | |
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Chief Financial Officer | ||
| XXXXXX PACKAGING WEST JORDAN, LLC | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Chief Financial Officer and Secretary | ||
| XXXXXX PACKAGING ACQUISITION CORP | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Chief Financial Officer | ||
| XXXXXX PACKAGING PLASTIC PRODUCTS INC. | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Chief Financial Officer | ||
[Signature Page to Subordinated Supplemental Indenture]
| XXXXXX PACKAGING PET TECHNOLOGIES INC. | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Chief Financial Officer | ||
| XXXXXX PACKAGING REGIOPLAST STS INC. | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Chief Financial Officer and Secretary | ||
| XXXXXX PACKAGING INTERNATIONAL PLASTIC PRODUCTS INC. | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Chief Financial Officer | ||
| XXXXXX PACKAGING LEASING USA LLC | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Chief Financial Officer | ||
| XXXXXX PACKAGING COMERC USA LLC | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Chief Financial Officer | ||
[Signature Page to Subordinated Supplemental Indenture]
| XXXXXX PACKAGING CONTROLLERS USA LLC | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Chief Financial Officer | ||
| XXXXXX PACKAGING TECHNOLOGICAL SPECIALTIES LLC | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Chief Financial Officer | ||
| XXXXXX PACKAGING MINSTER LLC | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: Chief Financial Officer and Secretary | ||
| GPACSUB LLC | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: Chief Financial Officer and Secretary | ||
| Trustee: | ||
| THE BANK OF NEW YORK MELLON, as Trustee | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: Xxxxxx Xxxxxxxx | ||
| Title: Senior Associate | ||
[Signature Page to Subordinated Supplemental Indenture]
