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EXHIBIT 4.5
IVEX PACKAGING CORPORATION,
as Issuer
and
UNITED STATES TRUST COMPANY OF NEW YORK,
as Trustee
FIRST SUPPLEMENTAL INDENTURE
dated as of September ___, 1997
$160,000,000
13 1/4% SENIOR DISCOUNT DEBENTURES due 2005
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FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental
Indenture"), dated as of September __, 1997, between Ivex Packaging
Corporation, a Delaware corporation (the "Company"), and UNITED STATES TRUST
COMPANY OF NEW YORK, as trustee (the "Trustee"). Capitalized terms used herein
but not otherwise defined herein shall have the meanings given to such terms in
the Indenture, dated as of March 8, 1993, between the Company and the Trustee
(the "Indenture").
WHEREAS the Company and the Trustee are parties to the
Indenture relating to the Company's 13 1/4 Senior Discount Debentures due 2005
(the "Securities");
WHEREAS the Company has caused to be delivered to the Holders
of the Outstanding Securities an Offer to Purchase and Consent Solicitation
Statement, dated August 27, 1997, and an Amendment and Supplement to Offer and
Purchase Consent Solicitation Statement, dated September 11, 1997, and a
related Consent and Letter of Transmittal, pursuant to which (i) the Company
has offered to purchase for cash any and all of the Outstanding Securities and
(ii) the Company has solicited consents to the execution and delivery of this
First Supplemental Indenture;
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WHEREAS Section 902 of the Indenture provides that, with the
consent of Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities, by Act of such Holders delivered to the Company and
the Trustee, the Company, when authorized by a Board Resolution, and the
Trustee may, with certain limitations, enter into an indenture supplemental to
the Indenture for the purpose of adding, modifying or eliminating provisions of
the Indenture or modifying certain rights of Holders of Securities under the
Indenture;
WHEREAS Holders of at least a majority in aggregate principal
amount of the Outstanding Securities have given and not withdrawn their consent
to certain amendments to the Indenture;
WHEREAS the entry into this First Supplemental Indenture by
the parties hereto is in all respects authorized by the provisions of the
Indenture;
WHEREAS all things necessary to make this First Supplemental
Indenture a valid and binding agreement of the parties hereto in accordance
with its terms have been done; and
WHEREAS, the Company and the Trustee desire to enter into,
execute and deliver this First Supplemental
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Indenture in compliance with the provisions of the Indenture.
NOW, THEREFORE, in consideration of the premises set forth
herein and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:
ARTICLE ONE
AMENDMENTS TO INDENTURE
1.1 Amendment to Article I. Article I ("Definitions and
Other Provisions of General Application") of the Indenture is hereby amended by
deleting from Section 101 ("Definitions") the definitions of all terms which,
pursuant to the amendments to the Indenture contained in this First
Supplemental Indenture, are no longer used in the Indenture.
1.2 Amendment to Article VIII. Article VIII
("Consolidation, Merger") of the Indenture is hereby amended by deleting in its
entirety Section 801 ("Holdings May Consolidate, Merge Only on Certain Terms")
and inserting in lieu thereof the following: "[intentionally omitted]".
1.3 Amendment to Article X. Article X ("Covenants") of
the Indenture is hereby amended by deleting in their entirety Sections 1005
("Maintenance of Proper-
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ties), 1006 ("Payment of Taxes and Other Claims"), 1007 ("Limitations on
Additional Indebtedness"), 1008 ("Limitations on Issuance and Sale of
Subsidiary Stock"), 1009 ("Limitations on Sale and Leaseback Transactions"),
1010 ("Limitations on Restricted Payments"), 1011 ("Limitations on Restrictions
on Distributions from Certain Subsidiaries"), 1012 ("Limitations on Asset
Sales"), 1013 ("Limitations on Transactions with Affiliates") and 1014
("Limitations on Liens"), and inserting in each case in lieu thereof the
following: "[intentionally omitted]".
ARTICLE TWO
MISCELLANEOUS
2.1 Acceptance by Trustee. The Trustee accepts the
amendments to the Indenture effected by this First Supplemental Indenture.
2.2 Ratification. This First Supplemental Indenture
shall form a part of the Indenture and the First Supplemental Indenture and the
Indenture shall be read, taken and construed as one and the same instrument for
all purposes, and every Holder of Outstanding Securities heretofore or
hereafter authenticated and delivered under the Indenture shall be bound
hereby.
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2.3 Effectiveness. This First Supplemental Indenture
shall become effective as of the date first above written.
2.4 Governing Law. This First Supplemental Indenture
shall be governed by and construed in accordance with the laws of the State of
New York.
2.5 Counterparts. This First Supplemental Indenture may
be executed in two counterparts, each of which shall be an original, but both
of which together shall constitute one and the same document.
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IN WITNESS WHEREOF, the parties have executed this First
Supplemental Indenture as of the date first written above.
IVEX PACKAGING CORPORATION
By:
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Name:
Title:
Attest:
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Name:
UNITED STATES TRUST COMPANY
OF NEW YORK
By:
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Name:
Title:
Attest:
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Name:
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