SOLO CUP COMPANY and SOLO CUP OPERATING CORPORATION 10.5% SENIOR SECURED NOTES DUE 2013 INDENTURE Dated as of July 2, 2009 U.S. BANK NATIONAL ASSOCIATION as TrusteeIndenture • July 9th, 2009 • Solo Cup CO • Plastics products, nec • New York
INDENTURE, dated as of July 2, 2009, among Solo Cup Company, a Delaware corporation (the “Company”), Solo Cup Operating Corporation, a Delaware corporation (the “Co-Issuer” and together with the Company, collectively, the “Issuers”), the Guarantors (as defined below) listed on the signature pages hereto and U.S. Bank National Association, a nationally chartered banking association, as trustee.
COLLATERAL TRUST AGREEMENT dated as of July 2, 2009 among SOLO CUP COMPANY and SOLO CUP OPERATING CORPORATION, as Issuers the Guarantors from time to time party hereto, U.S. BANK NATIONAL ASSOCIATION, as Trustee under the Indenture, the other Secured...Collateral Trust Agreement • July 9th, 2009 • Solo Cup CO • Plastics products, nec • New York
This Collateral Trust Agreement (this “Agreement”) is dated as of July 2, 2009 and is by and among Solo Cup Company, a Delaware corporation (“Solo”), Solo Cup Operating Corporation, a Delaware corporation (“SCOC” and, together with Solo, the “Issuers”), the Guarantors from time to time party hereto, U.S. Bank National Association, as trustee (in such capacity and together with its successors in such capacity, the “Trustee”), the other Secured Debt Representatives from time to time party hereto, and U.S. Bank National Association, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).
LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of July 2, 2009, among BANK OF AMERICA, N.A., as ABL Agent, as Noteholder Collateral Trustee, SOLO CUP COMPANY SOLO CUP OPERATING CORPORATION and the Subsidiaries of Solo Cup Company named hereinIntercreditor Agreement • July 9th, 2009 • Solo Cup CO • Plastics products, nec • New York
LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT, dated as of July 2, 2009 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), among BANK OF AMERICA, N.A., as agent for the ABL Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the “Original ABL Agent”), U.S. BANK NATIONAL ASSOCIATION, as collateral trustee for the Priority Lien Secured Parties and the Subordinated Lien Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the “Original Noteholder Collateral Trustee”), SOLO CUP COMPANY (“Solo”), SOLO CUP OPERATING CORPORATION (“SCOC” and, together with Solo, the “Issuers”) and the subsidiaries of Solo named herein.
SOLO CUP COMPANY SOLO CUP OPERATING CORPORATION fully and unconditionally guaranteed as to the payment of principal, premium, if any, interest and special interest, if any, by the Guarantors listed on the signature pages hereto Exchange and...Registration Rights Agreement • July 9th, 2009 • Solo Cup CO • Plastics products, nec • New York
Solo Cup Company, a Delaware corporation (the “Company”), and Solo Cup Operating Corporation, a Delaware corporation (together with the Company, the “Issuers”), propose to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $300,000,000 in aggregate principal amount of the Issuers’ 10.5% Senior Secured Notes due 2013, which are fully and unconditionally guaranteed by the Guarantors (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Issuers and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
SOLO CUP COMPANY, as the Company and as a Borrower and Guarantor SOLO CUP OPERATING CORPORATION, and certain Restricted Subsidiaries of the Company, as Borrowers and Guarantors LOAN AGREEMENT Dated as of July 2, 2009 CERTAIN FINANCIAL INSTITUTIONS, as...Loan Agreement • July 9th, 2009 • Solo Cup CO • Plastics products, nec • New York
THIS LOAN AGREEMENT is dated as of July 2, 2009, among SOLO CUP COMPANY, a Delaware corporation (the “Company”), SOLO CUP OPERATING CORPORATION, a Delaware corporation (“SCOC” and, together with the Company and each Restricted Subsidiary (other than any Foreign Subsidiary) that is listed on Schedule 1.2, as the same may be amended from time to time pursuant to Section 15.1.1(g), the “Borrowers”), the Subsidiary Guarantors (as hereinafter defined), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), BANK OF AMERICA, N.A., a national banking association, as a co-collateral agent (in such capacity, a “Co-Collateral Agent”) and as administrative agent for the Lenders (in such capacity and, together with any successor in such capacity, the “Agent”), and GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), as a co-collateral agent for the Lenders (together with the other Co-Collateral Agent, the “Collateral Agents”).
SECURITY AGREEMENT Dated as of July 2, 2009 by and among the Grantors referred to herein as Grantors and U.S. BANK NATIONAL ASSOCIATION as Collateral TrusteeSecurity Agreement • July 9th, 2009 • Solo Cup CO • Plastics products, nec • New York
SECURITY AGREEMENT dated as of July 2, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) by and among SOLO CUP COMPANY, a Delaware corporation (the “Company”), SOLO CUP OPERATING CORPORATION, a Delaware corporation (“SCOC,” and together with the Company, the “Issuers” and, each, an “Issuer”), the other Persons listed on the signature pages hereof (the Issuers and the Persons so listed being, collectively, the “Grantors” and, each, a “Grantor”) and U.S. Bank National Association, as collateral trustee (in such capacity, together with any successor collateral trustee appointed pursuant to Section 6.2 of the Collateral Trust Agreement (as hereinafter defined), the “Collateral Trustee”) for the Secured Parties (as defined below).
Dated 2 July 2009 SOLO CUP (UK) LIMITED, INSULPAK HOLDINGS LIMITED AND SOLO CUP EUROPE LIMITED as the Chargors - and - U.S. BANK NATIONAL ASSOCIATION as Collateral Trustee NOTES DEBENTURE Notwithstanding any other provision of this Deed, the Security...Solo Cup CO • July 9th, 2009 • Plastics products, nec
SECURITY AGREEMENT Dated July 2, 2009 From The Grantors referred to herein as Grantors to BANK OF AMERICA, N.A. as AgentSecurity Agreement • July 9th, 2009 • Solo Cup CO • Plastics products, nec • New York
SECURITY AGREEMENT dated July 2, 2009 made by SOLO CUP COMPANY, a Delaware corporation (the “Company”), SOLO CUP OPERATING CORPORATION, a Delaware corporation (“SCOC,” and together with the Company, the “Borrowers”), and the other Persons listed on the signature pages hereof (the Borrowers and the Persons so listed being, collectively, the “Grantors”), to Bank of America, N.A., as administrative agent (in such capacity, together with any successor administrative agent appointed pursuant to Section 12 of the Loan Agreement (as hereinafter defined), the “Agent”) for the Secured Parties (as defined in the Loan Agreement).
Dated 2 JULY 2009 SOLO CUP (UK) LIMITED, INSULPAK HOLDINGS LIMITED AND SOLO CUP EUROPE LIMITED as the Chargors - and - BANK OF AMERICA, N.A. as ABL Agent ABL DEBENTURE Notwithstanding any other provision of this Deed, the Security constituted by this...Solo Cup CO • July 9th, 2009 • Plastics products, nec
