EXECUTION COPY
THIRD SUPPLEMENTAL INDENTURE (this "Third Supplemental
Indenture") dated as of July 24, 2006, among SETCO, LLC and
TUBED PRODUCTS, LLC, each a Delaware limited liability
company, and SAFFRON ACQUISITION CORPORATION and SUN COAST
INDUSTRIES, INC., each a Delaware corporation (each, a "New
Guarantor" and, collectively the "New Guarantors"), each an
indirect subsidiary of XXXXX PLASTICS CORPORATION (or its
successor), a Delaware corporation (the "Company"), 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 ACQUISITION
CORPORATION III, VENTURE PACKAGING, INC., VENTURE PACKAGING
MIDWEST, INC., XXXXX PLASTICS TECHNICAL SERVICES, INC., CPI
HOLDING CORPORATION, AEROCON, INC., PESCOR, INC., XXXXX
PLASTICS ACQUISITION CORPORATION V, XXXX GROUP, INC.
(formerly known as 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, CARDINAL PACKAGING, INC., an Ohio
corporation and XXXXXX PLASTICS, INC., an Illinois
corporation (each, an "Existing Guarantor" and, collectively
the "Existing Guarantors"), 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 ACQUISITION CORPORATION III, VENTURE PACKAGING, INC.,
VENTURE PACKAGING MIDWEST, INC., XXXXX PLASTICS TECHNICAL SERVICES, INC.,
CPI HOLDING CORPORATION, AEROCON, INC., PESCOR, INC., CARDINAL PACKAGING,
INC. have heretofore executed and delivered to the Trustee an Indenture
(the "Indenture") dated as of July 22, 2002, providing for the issuance of
an unlimited aggregate principal amount of 10-3/4% Senior Subordinated
Notes due 2012 (the "Notes");
WHEREAS, the Indenture was amended and supplemented pursuant to
the terms of a Supplemental Indenture dated as of August 6, 2002 causing
XXXXX PLASTICS ACQUISITION CORPORATION IV, XXXXX PLASTICS ACQUISITION
CORPORATION V, XXXX GROUP, INC., 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 IV, LLC, and XXXXX PLASTICS ACQUISITION CORPORATION
XV, LLC, to become Note Guarantors (as defined in the Indenture);
WHEREAS, the Indenture was amended and supplemented pursuant to
the terms of a Second Supplemental Indenture dated as of November 30, 2003
causing XXXXXX PLASTICS, INC., to become a Note Guarantor;
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 Third 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 Third
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 THIRD 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 Third Supplemental
Indenture.
5. Counterparts. The parties may sign any number of copies of
this Third 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.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed as of the date first above
written.
SETCO, LLC,
TUBED PRODUCTS, LLC,
SAFFRON ACQUISITION CORPORATION,
SUN COAST INDUSTRIES, INC.
By: /s/ XXXXX X. XXXXXXXXXX
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Name: Xxxxx X. Xxxxxxxxxx
Title: EVP & CFO
XXXXX PLASTICS CORPORATION
By: /s/ XXXXX X. XXXXXXXXXX
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Name: Xxxxx X. Xxxxxxxxxx
Title: EVP & CFO
BPC HOLDING CORPORATION,
XXXXX IOWA CORPORATION,
PACKERWARE CORPORATION,
KNIGHT PLASTICS, INC.,
XXXXX XXXXXXXX CORPORATION,
XXXXX PLASTICS DESIGN CORPORATION,
POLY-SEAL CORPORATION,
XXXXX PLASTICS ACQUISITION CORPORATION III,
VENTURE PACKAGING, INC.,
VENTURE PACKAGING MIDWEST, INC.,
XXXXX PLASTICS TECHNICAL SERVICES, INC.,
CPI HOLDING CORPORATION,
AEROCON, INC.,
PESCOR, INC.,
CARDINAL PACKAGING, INC.,
XXXXX PLASTICS ACQUISITION CORPORATION V,
XXXX GROUP, INC.,
XXXXXX PLASTICS, INC.
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: /s/ XXXXX X. XXXXXXXXXX
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Name: Xxxxx X. Xxxxxxxxxx
Title: EVP & CFO
X.X.XXXX TRUST NATIONAL ASSOCIATION,
as Trustee,
By: /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
