Exhibit 4.3
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated
as of August 6, 2002, among XXXXX PLASTICS ACQUISITION CORPORATION
IV, XXXXX PLASTICS ACQUISITION CORPORATION V, XXXXX PLASTICS
ACQUISITION CORPORATION VI, XXXXX PLASTICS ACQUISITION CORPORATION
VII, XXXXX PLASTICS ACQUISITION CORPORATION VIII, XXXXX PLASTICS
ACQUISITION CORPORATION IX, XXXXX PLASTICS ACQUISITION CORPORATION
X, XXXXX PLASTICS ACQUISITION CORPORATION XI, XXXXX PLASTICS
ACQUISITION CORPORATION XII, XXXXX PLASTICS ACQUISITION CORPORATION
XIII, each a Delaware corporation, XXXXX PLASTICS ACQUISITION
CORPORATION XIV, LLC and XXXXX PLASTICS ACQUISITION CORPORATION XV,
LLC, each a Delaware limited liability company (each, a "New
Guarantor" and, collectively, the "New Guarantors"), each a
subsidiary of XXXXX PLASTICS CORPORATION (or its successor), a
Delaware corporation (the "Company"), BPC HOLDING CORPORATION, XXXXX
IOWA CORPORATION, PACKERWARE CORPORATION, KNIGHT PLASTICS, INC.,
XXXXX XXXXXXXX CORPORATION, XXXXX PLASTICS DESIGN CORPORATION,
POLY-SEAL CORPORATION, XXXXX PLASTICS ACQUISITIONS CORPORATION III,
VENTURE PACKAGING, INC., VENTURE PACKAGING MIDWEST, INC., XXXXX
PLASTICS TECHNICAL SERVICES, INC., CPI HOLDING CORPORATION, AEROCON,
INC., PESCOR, INC., XXXXX TRI-PLAS CORPORATION, each a Delaware
corporation, and CARDINAL PACKAGING, INC., an Ohio corporation, and
U.S. BANK TRUST 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 BPC HOLDING CORPORATION, XXXXX IOWA
CORPORATION, PACKERWARE CORPORATION, KNIGHT PLASTICS, INC., XXXXX XXXXXXXX
CORPORATION, XXXXX PLASTICS DESIGN CORPORATION, POLY-SEAL CORPORATION, XXXXX
PLASTICS ACQUISITIONS CORPORATION III, VENTURE PACKAGING, INC., VENTURE
PACKAGING MIDWEST, INC., XXXXX PLASTICS TECHNICAL SERVICES, INC., CPI HOLDING
CORPORATION, AEROCON, INC., PESCOR, INC., XXXXX TRI-PLAS CORPORATION and
CARDINAL PACKAGING, INC. (the "Existing Guarantors") has heretofore executed and
delivered to the Trustee an Indenture (the "Indenture") dated as of July 22,
2002, providing for the issuance of an aggregate principal amount of up to
$250,000,000 of 10 3/4% Senior Subordinated Notes due 2012 (the "Notes");
WHEREAS Section 4.11 of the Indenture provides that under certain
circumstances the Company is 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 Company's obligations under
the Notes pursuant to Note Guarantees on the terms and conditions set forth
herein; and
WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the
Company and the Existing Guarantors are authorized to execute and deliver this
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, the Existing Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the holders of the Notes
as follows:
1. AGREEMENT TO GUARANTEE. The New Guarantors hereby agree, jointly and
severally with all the Existing Guarantors, to unconditionally guarantee the
Company's 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.
2. 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.
3. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
4. TRUSTEE MAKES NO REPRESENTATION. The Trustee makes no representation
as to the validity or sufficiency of this Supplemental Indenture.
5. 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.
6. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not effect the construction thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
XXXXX PLASTICS ACQUISITION CORPORATION IV,
XXXXX PLASTICS ACQUISITION CORPORATION V,
XXXXX PLASTICS ACQUISITION CORPORATION VI,
XXXXX PLASTICS ACQUISITION CORPORATION VII,
XXXXX PLASTICS ACQUISITION CORPORATION VIII,
XXXXX PLASTICS ACQUISITION CORPORATION IX,
XXXXX PLASTICS ACQUISITION CORPORATION X,
XXXXX PLASTICS ACQUISITION CORPORATION XI,
XXXXX PLASTICS ACQUISITION CORPORATION XII,
XXXXX PLASTICS ACQUISITION CORPORATION XIII,
XXXXX PLASTICS ACQUISITION CORPORATION XIV, LLC,
XXXXX PLASTICS ACQUISITION CORPORATION XV, LLC,
by
______________________________
Name:
Title:
XXXXX PLASTICS CORPORATION,
by
______________________________
Name:
Title:
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BPC HOLDING CORPORATION,
XXXXX IOWA CORPORATION,
PACKERWARE CORPORATION,
KNIGHT PLASTICS, INC.,
XXXXX XXXXXXXX CORPORATION,
XXXXX PLASTICS DESIGN CORPORATION,
POLY-SEAL CORPORATION,
XXXXX PLASTICS ACQUISITIONS CORPORATION III,
VENTURE PACKAGING, INC.,
VENTURE PACKAGING MIDWEST, INC.,
XXXXX PLASTICS TECHNICAL SERVICES,INC.,
CPI HOLDING CORPORATION,
AEROCON, INC.,
PESCOR, INC.,
XXXXX TRI-PLAS CORPORATION,
CARDINAL PACKAGING, INC.,
by
______________________________
Name:
Title:
U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee,
by
______________________________
Name:
Title:
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