Contract
FIRST
SUPPLEMENTAL INDENTURE
(this
“First
Supplemental Indenture”),
dated
as of September 20, 2006, by and among BPC Holding Corporation, a Delaware
corporation (the “Company”),
the
guarantors listed on Schedule A attached hereto (the “Guarantors”),
BPC
Acquisition Corp., a Delaware corporation (“Merger
Sub”),
and
Xxxxx Fargo Bank, National Association, as Trustee (the “Trustee”).
WITNESSETH:
WHEREAS,
Merger
Sub has heretofore executed and delivered to the Trustee an Indenture (the
“Indenture”),
dated
as of September 20, 2006, providing for the issuance of $525,000,000 in
aggregate principal amount of its 8⅞% Second Priority Senior Secured Fixed Rate
Notes due 2014 (the “Fixed
Rate Notes”)
and
$225,000,000 aggregate principal amount of its Second Priority Senior Secured
Floating Rate Notes due 2014 (the “Floating
Rate Notes”
and,
together with the Fixed Rate Notes, the “Notes”);
WHEREAS,
the
Company desires to execute and deliver this First Supplemental Indenture to
the
Trustee for the purpose of becoming liable for all of Merger Sub’s obligations
under the Indenture and the Notes;
WHEREAS
the
Guarantors desire to execute and deliver this First Supplemental Indenture
to
the Trustee for the purpose of guaranteeing the payment of all obligations
of
the Company under the Indenture and the Notes and the performance within
applicable grace periods of all other obligations of the Company under the
Indenture and the Notes, on the terms and conditions set
forth in
Article 12 of the Indenture; and
WHEREAS,
pursuant to Section 9.01 of the Indenture, the Trustee and Merger Sub are
authorized to execute and deliver this First Supplemental
Indenture.
NOW
THEREFORE,
in
consideration of the foregoing and for good and valuable consideration, the
receipt of which is hereby acknowledged, the Company, the Guarantors, Merger
Sub
and the Trustee mutually covenant and agree for the equal and ratable benefit
of
the Holders of the Notes as follows:
SECTION
1. Capitalized
Terms.
Capitalized terms used herein but not defined shall have the meanings assigned
to them in the Indenture.
SECTION
2. Issuer.
The
Company hereby agrees that it is henceforth liable, as an issuer of the Notes,
for all of Merger Sub’s obligations under the Indenture and the Notes, on the
terms and conditions set forth therein.
SECTION
3. Guarantees.
Each of
the Guarantors hereby agrees, jointly and severally with all other Guarantors,
to guarantee the Company’s obligations under the Notes on the terms and subject
to the conditions set forth in Article 12 of the Indenture and to be bound
by all applicable provisions of the Indenture.
SECTION
4. Ratification
of Indenture; Supplemental Indenture Part of Indenture.
Except
as expressly amended hereby, the Indenture is in all respects ratified
and
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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 Notes heretofore or hereafter
authenticated and delivered shall be bound hereby.
SECTION
5. Governing
Law. THIS
FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION
6. The
Trustee.
The
Trustee shall not be responsible in any manner whatsoever for or in respect
of
the validity or sufficiency of this First Supplemental Indenture or for or
in
respect of the recitals contained herein, all of which are made solely by the
Company, Merger Sub and the Guarantors. Except as otherwise expressly provided
herein, no duties, responsibilities or liabilities are assumed, or shall be
construed to be assumed by the Trustee by reason of this First Supplemental
Indenture. This First Supplemental Indenture is executed and accepted by the
Trustee subject to all the terms and conditions set forth in the Indenture
with
the same force and effect as if those terms and conditions were repeated at
length herein and made applicable to the Trustee with respect hereto. In
entering into this First Supplemental Indenture, the Trustee shall be entitled
to the benefit of every provision of the Indenture relating to the conduct
or
affecting the liability or affording protection to the Trustee, whether or
not
elsewhere herein so provided.
SECTION
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.
SECTION
8. Effect
of Headings.
The
Section headings herein are for convenience only and shall not effect the
construction of this First Supplemental Indenture.
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IN
WITNESS WHEREOF, the parties
have
caused this First Supplemental Indenture to
be
duly executed as of the date first written above.
ISSUER
BPC
HOLDING CORPORATION
By:
_________________________________________
Name: Xxxxx
X.
Xxxxxxxxxx
Title: Executive
Vice President, Chief
Financial
Officer, Treasurer and Secretary
BPC
ACQUISITION CORP.
By:__________________________________________
Name: Xxxxxxx
Jupiter
Title: Vice
President and Secretary
IN
WITNESS WHEREOF, the parties
have
caused this First Supplemental Indenture to
be
duly executed as of the date first written above.
GUARANTORS
XXXXX
PLASTICS CORPORATION
AEROCON,
INC.
XXXXX
IOWA CORPORATION
XXXXX
PLASTICS DESIGN CORPORATION
XXXXX
PLASTICS TECHNICAL SERVICES, INC.
XXXXX
XXXXXXXX CORPORATION
CPI
HOLDING CORPORATION
KNIGHT
PLASTICS, INC.
PACKERWARE
CORPORATION
PESCOR,
INC.
POLY-SEAL
CORPORATION
VENTURE
PACKAGING, INC.
VENTURE
PACKAGING MIDWEST, INC.
XXXX
GROUP, INC.
SAFFRON
ACQUISITION CORP.
SUN
COAST
INDUSTRIES, INC.
SETCO,
LLC
TUBED
PRODUCTS, LLC
CARDINAL
PACKAGING, INC.
XXXXXX
PLASTICS, INC.
XXXXX
PLASTICS ACQUISITION CORPORATION III
XXXXX
PLASTICS ACQUISITION CORPORATION V
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
By:
______________________________
Name:
Xxxxx X. Xxxxxxxxxx
Title:
Executive Vice President, Chief
Financial
Officer, Treasurer and
Secretary
of each Guarantor
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S-1
XXXXX
PLASTICS ACQUISITION CORPORATION XV, LLC
By:
________________________________
Name:
Xxxxx X. Xxxxxxxxxx
Title:
Manager
S-2
IN
WITNESS WHEREOF, the parties
have
caused this First Supplemental Indenture to
be
duly executed as of the date first written above.
TRUSTEE
XXXXX
FARGO BANK, NATIONAL ASSOCIATION, as trustee
By:
______________________________________________
Name:
Title:
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