SUPPLEMENTAL INDENTURE
Exhibit 4.3
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 27, 2012, among Sealed Air Corporation, a Delaware corporation (the “Company”), the guarantors party hereto (the “Guarantors”) and U.S. Bank National Association, as successor in interest to SunTrust Bank, as trustee (the “Trustee”) to the Indenture, dated as of July 1, 2003 (the “Indenture”), as supplemented.
W I T N E S S E T H :
WHEREAS, the Company, the Guarantors and the Trustee have heretofore executed and delivered the Indenture providing for the issuance of 55/8% Senior Notes due 2013 (the “Securities”) of the Company;
WHEREAS, there is currently outstanding under the Indenture $400,000,000 in aggregate principal amount of the Securities;
WHEREAS, Section 902 of the Indenture provides that the Company, the Guarantors and the Trustee may, with the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities, enter into a supplemental indenture for the purpose of amending the Indenture with respect to this series of Securities;
WHEREAS, the Company has offered to purchase for cash any and all of the outstanding Securities upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated November 13, 2012 (as the same may be amended or supplemented from time to time, the “Statement”), and in the related Consent and Letter of Transmittal (as the same may be amended or supplemented from time to time, and, together with the Statement, the “Offer”), from each Holder of such Securities;
WHEREAS, the Offer is conditioned upon, among other things, the proposed amendments and waivers (the “Proposed Amendments”) to the Indenture with respect to this series of Securities set forth herein having been approved by at least a majority in aggregate principal amount of the outstanding Securities (and a supplemental indenture in respect thereof having been executed and delivered) with the effectiveness of such Proposed Amendments with respect to the Securities being subject to the acceptance for payment by the Company of the Securities representing a majority in aggregate principal amount of the outstanding Securities pursuant to the Offer (the “Acceptance”);
WHEREAS, the Company has received and delivered to the Trustee the requisite consents to effect the Proposed Amendments under the Indenture with respect to this series of Securities;
WHEREAS, the Company and the Guarantors have been authorized by resolutions of their respective Board of Directors or Managers, as the case may be, to enter into this Supplemental Indenture;
WHEREAS, the Company has delivered to the Trustee an Officers’ Certificate as well as an Opinion of Counsel to the effect that the execution and delivery of this Supplemental Indenture by the Company is authorized or permitted under the Indenture and that all conditions precedent provided for in the Indenture to the execution and delivery of this Supplemental Indenture to be complied with by the Company have been complied with; and
WHEREAS, all other acts and proceedings required by law, by the Indenture and by the certificate of incorporation and the by-laws of the Company to make this Supplemental Indenture a valid and binding agreement for the purposes expressed herein, in accordance with its terms, have been duly done and performed;
NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, and for the equal and proportionate benefit of the Holders of the Securities, the Company, the Guarantors and the Trustee hereby agree as follows:
ARTICLE ONE
Section 1.01 Definitions.
Capitalized terms used in this Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.
Section 101 of the Indenture is amended with respect to the Securities by deleting all definitions of terms, and references to definitions of terms, that are used exclusively in the text of the Indenture and in the text of the Securities that are being otherwise eliminated by this Supplemental Indenture.
ARTICLE TWO
Section 2.01 Amendment of Section 203.
The second paragraph of Section 203 of the Indenture is hereby amended by deleting the phrase “30 days’” and inserting the phrase “3 days’” in lieu thereof.
Section 2.02 Amendment of Section 1009.
The Indenture is amended such that Section 1009 shall only apply to the 67/ 8% Notes and shall not apply to the 55/8% Notes.
Section 2.03 Amendment of Section 1010.
The Indenture is amended such that Section 1010 shall only apply to the 67/ 8% Notes and shall not apply to the 55/8% Notes.
Section 2.04 Amendment of Section 1105.
The provisions of Section 1105 of the Indenture are hereby amended by deleting the first sentence of such Section in its entirety and inserting in lieu thereof the following:
“Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 in the case of the 67/8% Notes, or not less than three days in the case of the 55/8% Notes, nor more than 60 days, in either case, prior to the Redemption Date, to each Holder of Securities of the series to be redeemed, at his address appearing in the Security Register.”
Section 2.05 Amendment to the Securities.
The Securities include certain of the foregoing provisions from the Indenture to be deleted or amended pursuant to Sections 2.01 to 2.04 hereof. On and after the Acceptance, such provisions from the Securities, and such cross references and definitions as may relate thereto, shall be deemed deleted or amended as applicable.
ARTICLE THREE
Section 3.01 Effectiveness of Amendments
This Supplemental Indenture shall be effective upon its execution and delivery by the parties hereto. The Amendments set forth in Article Two hereof will only become operative concurrently with the acceptance for payment of Securities validly tendered and not withdrawn at or prior to the Consent Payment Deadline (as defined in the Statement) pursuant to the Offer therefor.
Section 3.02 Continuing Effect of Indenture.
Except as expressly provided herein, all of the terms, provisions and conditions of the Indenture and the Securities outstanding thereunder shall remain in full force and effect. On and after the Acceptance, each reference in the Indenture to “the Indenture,” “this Indenture,” “hereunder,” “hereof” or “herein” shall mean and be a reference to the Indenture as supplemented by this Supplemental Indenture unless the context otherwise requires. For the avoidance of doubt, this Supplemental Indenture does not amend or modify the Indenture with respect to the 67/8% Notes issued thereunder.
Section 3.03 Construction of Supplemental Indenture.
The Supplemental Indenture is executed and shall constitute an indenture supplemental to the Indenture and shall be construed in connection with and as part of the Indenture. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
Section 3.04 Trustee Disclaimer.
The recitals contained in this Supplemental Indenture shall be taken as the statements of the Company and the Guarantors, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. All rights, protections, privileges, indemnities and benefits granted or afforded to the Trustee under the Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions taken, suffered or omitted by the Trustee under this Supplemental Indenture.
Section 3.05 Counterparts.
This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
Section 3.06 Supplemental Indenture Forms Part of Indenture.
The Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture, this Supplemental Indenture forms a part of the Indenture for all purposes. The Indenture, as amended and supplemented by this Supplemental Indenture, is in all respects ratified and confirmed.
Section 3.07 Headings.
The section headings herein are for convenience only and shall not affect the construction thereof.
Section 3.08 Severability.
In case any provision in this Supplemental Indenture or the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.
| SEALED AIR CORPORATION | ||
| By: | /s/ Xxx X. Xxxxxxxx | |
| Name: Xxx X. Xxxxxxxx | ||
| Title: Treasurer | ||
| CPI Packaging, Inc. | ||
| By: | /s/ H. Xxxxxxxxx Xxxxx | |
| Name: H. Xxxxxxxxx Xxxxx | ||
| Title: Vice President & Secretary | ||
| Cryovac, Inc. | ||
| By: | /s/ H. Xxxxxxxxx Xxxxx | |
| Name: H. Xxxxxxxxx Xxxxx | ||
| Title: Vice President, General Counsel & Secretary | ||
| Cryovac International Holdings, Inc. | ||
| By: | /s/ H. Xxxxxxxxx Xxxxx | |
| Name: H. Xxxxxxxxx Xxxxx | ||
| Title: Vice President & Secretary | ||
| Cryovac Leasing Corporation | ||
| By: | /s/ H. Xxxxxxxxx Xxxxx | |
| Name: H. Xxxxxxxxx Xxxxx | ||
| Title: Vice President & Secretary | ||
| Poly Packaging Systems, Inc. | ||
| By: | /s/ H. Xxxxxxxxx Xxxxx | |
| Name: H. Xxxxxxxxx Xxxxx | ||
| Title: Vice President & Secretary | ||
| Reflectix, Inc. | ||
| By: | /s/ H. Xxxxxxxxx Xxxxx | |
| Name: H. Xxxxxxxxx Xxxxx | ||
| Title: Vice President & Secretary | ||
| Sealed Air Corporation US | ||
| By: | /s/ H. Xxxxxxxxx Xxxxx | |
| Name: H. Xxxxxxxxx Xxxxx | ||
| Title: Vice President, General Counsel & Secretary | ||
| Sealed Air Nevada Holdings Limited | ||
| By: | /s/ H. Xxxxxxxxx Xxxxx | |
| Name: H. Xxxxxxxxx Xxxxx | ||
| Title: Vice President & Secretary | ||
| Sealed Air Solutions Holdings, Inc. | ||
| By: | /s/ H. Xxxxxxxxx Xxxxx | |
| Name: H. Xxxxxxxxx Xxxxx | ||
| Title: Vice President, General Counsel & Secretary | ||
| Xxxxxxxx Corporation | ||
| By: | /s/ H. Xxxxxxxxx Xxxxx | |
| Name: H. Xxxxxxxxx Xxxxx | ||
| Title: Vice President & Secretary | ||
| Sealed Air LLC | ||
| By: | /s/ H. Xxxxxxxxx Xxxxx | |
| Name: H. Xxxxxxxxx Xxxxx | ||
| Title: Vice President & Secretary | ||
| Auto-C, LLC | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: Xxxxx X. Xxxxx | ||
| Title: Secretary | ||
| Diversey, Inc. | ||
| By: | /s/ H. Xxxxxxxxx Xxxxx | |
| Name: H. Xxxxxxxxx Xxxxx | ||
| Title: Vice President & General Counsel | ||
| Diversey Puerto Rico, Inc. | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President & Treasurer | ||
| JD Polymer, LLC | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Treasurer | ||
| JDI CEE Holdings, Inc. | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President & Treasurer | ||
| JDI Holdings, Inc. | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Treasurer | ||
| JWP Investments, Inc. | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Vice President | ||
| Professional Shareholdings, Inc. | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President & Treasurer | ||
| The Butcher Company | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
| Diversey Shareholdings, Inc. | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President & Treasurer | ||
| U.S. BANK NATIONAL ASSOCIATION, as Trustee | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Vice President | ||
