FIRST SUPPLEMENTAL INDENTURE
Exhibit
10.1(f)
FIRST
SUPPLEMENTAL INDENTURE
This
FIRST SUPPLEMENTAL INDENTURE (this “First
Supplemental Indenture”)
is
dated as of April 3, 2007, among COVALENCE SPECIALTY MATERIALS CORP. (or its
successor) (the “Company”),
the
guarantors identified on the signature pages hereto (the “New
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,
the Company and the existing Guarantors have heretofore executed and delivered
to the Trustee an indenture (as amended, supplemented or otherwise modified,
the
“Indenture”)
dated
as of February 16, 2006, providing for the issuance of the Company’s 10¼% Senior
Subordinated Notes due 2016 (the “Securities”)
in the
aggregate principal amount of $265,000,000;
WHEREAS,
Covalence Specialty Materials Holding Corp. (“Covalence
Holdings”),
the
parent entity of the Company, and Xxxxx Plastics Group, Inc. (“Xxxxx
Holdings”),
the
parent entity of Xxxxx Plastics Holding Corporation (“Xxxxx”),
have
entered into a business combination under an Agreement and Plan of Merger and
Corporate Reorganization dated March 9, 2007 pursuant to which (i) immediately
prior to the effectiveness of this First Supplemental Indenture, Xxxxx Holdings
merged with and into Covalence Holdings, which shall be renamed Xxxxx Plastics
Group, Inc. (as the surviving corporation, “Holdings”),
(ii)
substantially simultaneously with the effectiveness of this First Supplemental
Indenture, Holdings shall contribute all of the capital stock of Xxxxx to the
Company (the “Contribution”),
and
(iii) immediately following the effectiveness of this First Supplemental
Indenture, the Company shall merge with and into Xxxxx, with Xxxxx as the
surviving corporation;
WHEREAS,
upon the effectiveness of the Contribution, the New Guarantors shall be
Restricted Subsidiaries of the Company;
WHEREAS,
Sections 4.11 and 11.06 of the Indenture provide 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, to execute
and deliver to the Trustee a supplemental indenture pursuant to which such
Restricted Subsidiary shall guarantee payment of the Securities;
WHEREAS,
the New Guarantors 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, 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 and
(ii)
the Second Amended and Restated Term Loan Credit Agreement dated as of April
3,
2007, among the Company, 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, and therefore are 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 First 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.
The New
Guarantors hereby agree, jointly and severally with all existing Guarantors,
to
unconditionally guarantee the Company’s obligations under the Securities 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 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; First 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 First 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
FIRST 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 First
Supplemental Indenture.
7. Counterparts.
The
parties may sign any number of copies of this First 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 First Supplemental
Indenture to be duly executed as of the date first above written.
THE
NEW
GUARANTORS:
Xxxxx
Plastics Holding Corporation
Xxxxx
Plastics Corporation
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:
Name:
Title:
Xxxxx
Plastics Acquisition Corporation XV, LLC
By: Xxxxx
Plastics Corporation,
its
sole
member
By: __________________________________
Name:
Title:
Setco,
LLC
By: Xxxx
Group, Inc.,
its
sole
member
By: __________________________________
Name:
Title:
Tubed
Products, LLC
By: Xxxx
Group, Inc.,
its
sole
member
By: __________________________________
Name:
Title:
COVALENCE
SPECIALTY MATERIALS CORP.
By:
Name:
Title:
XXXXX
FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE
By:
Name:
Title:
