Exhibit 4.2
- --------------------------------------------------------------------------------
PACTIV CORPORATION
AND
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Trustee
--------------------
Seventh Supplemental Indenture
Dated as of June 25, 2007
To
Indenture
Dated as of September 29, 1999
--------------------
Providing for the Issuance of
6.400% Notes due 2018
- --------------------------------------------------------------------------------
SEVENTH SUPPLEMENTAL INDENTURE dated as of June 25, 2007 between PACTIV
CORPORATION, a corporation duly organized and existing under the laws of the
State of Delaware (hereinafter called the "Company"), and THE BANK OF NEW YORK
TRUST COMPANY, N.A., a national banking association, as trustee (hereinafter
called the "Trustee").
WHEREAS, the Company (formerly known as Tenneco Packaging Inc.) has
heretofore executed and delivered to the Trustee (as successor in interest to
JPMorgan Chase Bank, N.A.) an indenture dated as of September 29, 1999
(hereinafter called the "Original Indenture"), to provide for the issue of an
unlimited amount of debentures, notes and/or other debt obligations of the
Company (hereinafter referred to as the "Securities"), the terms of which are to
be determined as set forth in Section 2.3 of the Original Indenture; and
WHEREAS, Section 8.1 of the Original Indenture provides, among other
things, that the Company and the Trustee may enter into indentures supplemental
to the Original Indenture for, among other things, the purpose of setting forth
the terms of the Securities of any series; and
WHEREAS, the Company desires to create a series of the Securities,
initially in an aggregate principal amount of $250,000,000, to be designated the
"6.400% Notes due 2018" (the "Notes"), and all action on the part of the Company
necessary to authorize the issuance of the Notes under the Original Indenture
and this Seventh Supplemental Indenture (this "Supplemental Indenture") has been
duly taken; and
WHEREAS, all acts and things necessary to make the Notes, when executed by
the Company and authenticated and delivered by the Trustee as in the Original
Indenture provided, the valid and binding obligations of the Company, and to
constitute these presents a valid and binding supplemental indenture and
agreement according to its terms, have been done and performed;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein continued, and of the acceptance of this trust by the Trustee,
and of the sum of one dollar to the Company duly paid by the Trustee at the
execution and delivery of these presents, and of other valuable consideration
the receipt whereof is hereby acknowledged and in order to authorize the
authentication and delivery of and to set forth the terms of the Notes.
IT IS HEREBY COVENANTED, DECLARED AND AGREED by and between the parties
hereto for the benefit of holders of the Notes issued under the Original
Indenture, as follows:
ARTICLE 3.
TERMS AND ISSUANCE OF 6.400% NOTES DUE 2018
Section 3.1. Issue of Notes. A series of Securities, which shall be
designated the "6.400% Notes due 2018," shall be executed, authenticated and
delivered in accordance with the provisions of, and shall in all respects be
subject to, the terms, conditions and covenants of the Original Indenture,
including, without limitation, the terms set forth in this Supplemental
Indenture (including the form of Notes set forth in Section 1.3 hereof). The
aggregate principal amount of Notes which may be authenticated and delivered
under the Original Indenture shall initially be in an aggregate principal amount
of $250,000,000. The entire initial principal amount of Notes may forthwith be
executed by the Company and delivered to the Trustee and shall be authenticated
by the Trustee and delivered to or upon the order of the Company pursuant to
Section 2.4 of the Original Indenture. The Company may create and issue further
Notes in addition to the initial aggregate principal amount of Notes, as
provided under "Further Issuances of Notes" in the form of Notes set forth in
Section 1.3 hereof.
Section 3.2. Registered Global Securities. Except as otherwise expressly
provided in the Original Indenture, all the Securities issued pursuant to this
Supplemental Indenture shall be issued as one or more Registered Global
Securities and no Securities issued pursuant to this Supplemental Indenture will
be unregistered. Each Registered Global Security shall bear the following Legend
(the "Legend"):
"Unless this certificate is presented by an authorized representative of a
Depositary to the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name
of the nominee of such Depositary or such other name as requested by an
authorized representative of such Depositary and any payment is made to the
nominee of such Depositary, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered
owner hereof, the nominee, has an interest herein."
The initial Depositary (as defined in the Original Indenture) for each
Registered Global Security shall be The Depository Trust Company. Each
Depositary must, at the time of its designation and at all times it serves as a
depositary, be a clearing agency registered under the Securities Exchange Act of
1934, as amended, and any other applicable statute or regulation. The Company
shall execute and the Trustee shall, in accordance with Section 2.4 of the
Original Indenture and the Issuer Order (as defined in the Original Indenture)
with respect to the Notes, authenticate and deliver the Registered Global
Securities that (i) shall represent and shall be denominated in the amount equal
to the aggregate principal amount of all the Notes to be represented by the
Registered Global Securities, (ii) shall be registered in the name of the
Depositary for the Registered Global Securities or the nominee of the
Depositary, (iii) shall be delivered by the Trustee to the Depositary or
pursuant to the Depositary's instructions and (iv) shall bear the Legend on the
reverse of each of the Notes.
Section 3.3. Form of Notes and Authentication Certificate. The form of the
Notes and the Trustee's certificate of authentication shall be substantially as
follows:
[FORM OF FACE OF NOTE]
PACTIV CORPORATION
6.400% NOTE DUE 2018
No. 1
CUSIP No. 695257 AB1 $
-------------------------
ISIN No. US695257AB12
PACTIV CORPORATION, a corporation organized and existing under the laws of
the State of Delaware (hereinafter called the "Company," which term shall
include any successor corporation as defined in the Indenture hereinafter
referred to), for value received, hereby promises to pay to __________ or
registered assigns, the sum of __________ Dollars on January 15, 2018, in any
coin or currency of the United States of America which at the time of payment is
legal tender for the payment of public and private debts, and to pay to the
registered holder hereof as hereinafter provided interest thereon at the rate
per annum specified in the title hereof in like coin or currency, from the
January 15 or July 15 next preceding the date hereof to which interest has been
paid, unless the date hereof is a January 15 or July 15 to which interest on the
Notes has been paid, in which case from the date hereof, or unless no interest
has been paid on the Notes since the original issue date (hereinafter referred
to) of this Note, in which case from the original issue date, semi-annually in
arrears on January 15 and July 15 in each year commencing on January 15, 2008,
until payment of said principal sum has been made or duly provided for, and to
pay interest on any overdue principal and (to the extent permitted by law) on
any overdue installment of interest at the rate of 6.400% per annum.
Notwithstanding the foregoing, when there is no existing default in the payment
of interest on the Notes, if the date hereof is after January 1 or July 1 and
prior to the following January 15 or July 15, as the case may be, this Note
shall bear interest from such January 15 and July 15, or, if no interest has
been paid on the Notes since the original issue date of this Note, from the
original issue date; provided, however, that if the Company shall default in the
payment of interest due on such January 15 or July 15, then this Note shall bear
interest from the January 15 or July 15 to which interest has been paid or, if
no interest has been paid on the Notes since the original issue date of this
Note, from the original issue date. The interest so payable on any January 15 or
July 15 will, subject to certain exceptions provided in the Indenture
hereinafter referred to, be paid to the person in whose name this Note is
registered at the close of business on the January 1 or July 1, as the case may
be, next preceding such January 15 or July 15, or if such January 1 or July 1 is
not a business day, the business day next preceding such January 1 or July 1.
Interest on this Note shall be computed on the basis of a 360-day year of twelve
30-day months. Both principal of and interest on this Note are payable at the
principal office of the Trustee in the Borough of Manhattan, The City of New
York, New York; provided, however, that payment of principal or interest may be
made, at the option of the Company, by wire transfer or by check mailed to the
address of the person entitled thereto as such address shall appear on the Note
register. The original issue date in respect of the Notes is June 25, 2007.
ADDITIONAL PROVISIONS OF THIS NOTE ARE CONTAINED ON THE REVERSE HEREOF AND
SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET
FORTH AT THIS PLACE.
This Note shall not be entitled to any benefit under the Indenture
hereafter referred to, or become valid or obligatory for any purpose, until the
Trustee under the Indenture shall have signed the form of certificate of
authentication endorsed hereon.
IN WITNESS WHEREOF, Pactiv Corporation has caused this Note to be signed in
its name and its corporate seal (or a facsimile thereof) to be hereto affixed.
Dated: ______________
PACTIV CORPORATION
By:
Name:
Title:
By:
Name:
Title:
[Corporate Seal]
ATTEST:
By:
-----------------------------------------
Name:
Title:
[FORM OF REVERSE OF NOTE]
PACTIV CORPORATION
6.400% NOTE DUE 2018
This Note is one of a duly authorized issue of Notes of the Company known
as its 6.400% Notes due 2018 (herein called the "Notes"), initially issued in
the aggregate principal amount of $250,000,000, all issued under and equally
entitled to the benefits of an Indenture (herein together with any amendments
and supplements thereto, including without limitation the form and terms of
Securities issued pursuant thereto, called the "Indenture"), dated as of
September 29, 1999 executed by the Company to The Bank of New York Trust
Company, N.A., a national banking association (as successor in interest to
JPMorgan Chase Bank, N.A.), as trustee (herein, together with any successor
thereto, called the "Trustee"), to which Indenture reference is hereby made for
a statement of the rights thereunder of the Trustee and of the registered
holders of the Notes and of the duties thereunder of the Trustee and the
Company.
Terms used but not defined in this Note shall have the meanings assigned to
them in the Indenture.
Further Issuances of Notes
The Company may from time to time, without notice to or the consent of the
registered holders of the Notes, create and issue further Notes ranking equally
and ratably with the Notes in all respects (or in all respects except for the
payment of interest accruing prior to the issue date of such further Notes or
except for the first payment of interest following the issue date of such
further Notes), so that such further Notes shall be consolidated and form a
single series with the Notes and shall have the same terms as to status,
redemption or otherwise, as the Notes.
Optional Redemption
The Notes shall be redeemable in whole or in part, at the option of the
Company, at any time, at a redemption price equal to the greater of (1) 100% of
their principal amount and (2) the sum of the present values of the remaining
scheduled payments of principal and interest discounted to the date of
redemption on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Yield plus 20 basis points, plus accrued and
unpaid interest to the date of redemption.
For purposes of the optional redemption provisions of the Notes, the
following definitions shall apply:
"Treasury Yield" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
Notes.
"Comparable Treasury Price" means, with respect to any redemption date: (1)
the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (2) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means J.P. Morgan Securities Inc. or Morgan
Stanley & Co. Incorporated or their successors or, if either of such firms is
unwilling or unable to select the Comparable Treasury Issue, an independent
investment banking institution of national standing appointed by the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date.
"Reference Treasury Dealer" means each of J.P. Morgan Securities Inc.,
Morgan Stanley & Co. Incorporated and two other treasury dealers selected by the
Company; provided, however, that if any of the foregoing ceases to be a primary
U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute therefor another Primary Treasury Dealer.
Change of Control Repurchase Event
If a Change of Control Triggering Event occurs, unless the Company has
exercised its option to redeem the Notes (as described above), the Company shall
be required to make an offer (the "Change of Control Offer") to each holder of
the Notes to repurchase all or any part (equal to $1,000 or an integral multiple
of $1,000 in excess thereof) of that holder's Notes on the terms set forth
below. In the Change of Control Offer, the Company shall be required to offer
payment in cash equal to 101% of the aggregate principal amount of Notes
repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased
to the date of repurchase (the "Change of Control Payment"). Within 30 days
following any Change of Control Triggering Event or, at the option of the
Company, prior to any Change of Control, but after public announcement of the
transaction that constitutes or may constitute the Change of Control, a notice
shall be mailed to holders of the Notes describing the transaction that
constitutes or may constitute the Change of Control Triggering Event and
offering to repurchase the Notes on the date specified in the notice, which date
shall be no earlier than 30 days and no later than 60 days from the date such
notice is mailed (the "Change of Control Payment Date"). The notice shall, if
mailed prior to the date of consummation of the Change of Control, state that
the offer to purchase is conditioned on the Change of Control Triggering Event
occurring on or prior to the Change of Control Payment Date.
On the Change of Control Payment Date, the Company shall, to the extent
lawful:
(1) accept for payment all Notes or portions of Notes properly tendered
pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control
Payment in respect of all Notes or portions of Notes properly
tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes properly
accepted together with an officer's certificate stating the aggregate
principal amount of Notes or portions of Notes being repurchased.
The Company shall not be required to make a Change of Control Offer upon
the occurrence of a Change of Control Triggering Event if a third party makes
such an offer in the manner, at the times and otherwise in compliance with the
requirements for an offer made by the Company and the third party repurchases
all Notes properly tendered and not withdrawn under its offer. In addition, the
Company shall not repurchase any Notes if there has occurred and is continuing
on the Change of Control Payment Date an Event of Default, other than a default
in the payment of the Change of Control Payment upon a Change of Control
Triggering Event.
The Company shall comply with the requirements of Rule 14e-1 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other
securities laws and regulations thereunder to the extent those laws and
regulations are applicable in connection with the repurchase of the Notes as a
result of a Change of Control Triggering Event. To the extent that the
provisions of any such securities laws or regulations conflict with the Change
of Control Offer provisions of the Notes, the Company shall comply with those
securities laws and regulations and shall not be deemed to have breached its
obligations under the Change of Control Offer provisions of the Notes by virtue
of any such conflict.
For purposes of the Change of Control Offer provisions of the Notes, the
following definitions shall apply:
"Change of Control" means the occurrence of any of the following: (1) the
consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any "person" (as that term is used in
Section 13(d)(3) of the Exchange Act), other than the Company or one of its
Subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5
under the Exchange Act), directly or indirectly, of more than 50% of the
Company's Voting Stock or other Voting Stock into which the Company's Voting
Stock is reclassified, consolidated, exchanged or changed, measured by voting
power rather than number of shares; (2) the direct or indirect sale, transfer,
conveyance or other disposition (other than by way of merger or consolidation),
in one or a series of related transactions, of all or substantially all of the
Company's assets and the assets of its subsidiaries, taken as a whole, to one or
more "persons" (as that term is defined in the Indenture), other than the
Company or one of its Subsidiaries; or (3) the first day on which a majority of
the members of the Company's Board of Directors are not Continuing Directors.
Notwithstanding the foregoing, a transaction shall not be deemed to involve a
Change of Control if (1) the Company becomes a direct or indirect wholly-owned
subsidiary of a holding company and (2)(A) the direct or indirect holders of the
Voting Stock of such holding company immediately following that transaction are
substantially the same as the holders of the Company's Voting Stock immediately
prior to that transaction or (B) immediately following that transaction no
"person" (as that term is used in Section 13(d)(3) of the Exchange Act) (other
than a holding company satisfying the requirements of this sentence) is the
beneficial owner, directly or indirectly, of more than 50% of the Voting Stock
of such holding company.
"Change of Control Triggering Event" means the occurrence of both a Change
of Control and a Rating Event.
"Continuing Director" means, as of any date of determination, any member of
the Company's Board of Directors who (1) was a member of such Board of Directors
on the date the Notes were issued or (2) was nominated for election, elected or
appointed to such Board of Directors with the approval of a majority of the
continuing directors who were members of such Board of Directors at the time of
such nomination, election or appointment (either by a specific vote or by
approval of the Company's proxy statement in which such member was named as a
nominee for election as a director).
"Investment Grade Rating" means a rating equal to or higher than Baa3 (or
the equivalent) by Moody's and BBB- (or the equivalent) by S&P, and the
equivalent investment grade credit rating from any replacement rating agency or
rating agencies selected by the Company.
"Moody's" means Moody's Investors Service, Inc.
"Rating Agencies" means (1) each of Moody's and S&P, and (2) if any of
Moody's or S&P ceases to rate the Notes or fails to make a rating of the Notes
publicly available for reasons outside of the Company's control, a "nationally
recognized statistical rating organization" within the meaning of Rule
15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company (as certified
by a resolution of the Company's Board of Directors) as a replacement agency for
Moody's or S&P, or both of them, as the case may be.
"Rating Event" means the rating on the Notes is lowered by each of the
Rating Agencies and the Notes are rated below an investment grade rating by each
of the Rating Agencies on any day within the 60-day period (which 60-day period
will be extended so long as the rating of the Notes is under publicly announced
consideration for a possible downgrade by any of the Rating Agencies) after the
earlier of (1) the occurrence of a Change of Control and (2) public notice of
the Company's intention to effect a Change of Control; provided, however, that a
Rating Event otherwise arising by virtue of a particular reduction in rating
shall not be deemed to have occurred in respect of a particular Change of
Control (and thus shall not be deemed a Rating Event for purposes of the
definition of Change of Control Triggering Event) if the Rating Agencies making
the reduction in rating to which this definition would otherwise apply do not
announce or publicly confirm or inform the Trustee in writing at the Company's
or its request that the reduction was the result, in whole or in part, of any
event or circumstance comprised of or arising as a result of, or in respect of,
the applicable Change of Control (whether or not the applicable Change of
Control has occurred at the time of the Rating Event).
"S&P" means Standard & Poor's Rating Services, a division of The
McGraw-Hill Companies, Inc.
"Voting Stock" means, with respect to any specified "person" (as that term
is used in Section 13(d)(3) of the Exchange Act), as of any date, the capital
stock of such person that is at the time entitled to vote generally in the
election of the board of directors of such person.
Other Provisions of the Notes and the Indenture
The Indenture permits the Company to issue unsecured debentures, notes
and/or other evidences of indebtedness in one or more series ("Securities") up
to such principal amount or amounts as may be authorized in accordance with the
terms of the Indenture.
To the extent permitted by, and as provided in, the Indenture,
modifications or alterations of the Indenture and of the rights and obligations
of the Company and of the holders of the Notes may be made with the consent of
the Company and with the consent of the holders of not less than a majority in
principal amount of the Securities of all series then outstanding under the
Indenture (treated as a single class) which are affected by the modification or
amendment thereto; provided however, that without the consent of the holder
hereof no such modification or alteration shall be made which will affect the
terms of payment of the principal of or interest on this Note.
In case an Event of Default shall occur, the principal of all the Notes at
any such time outstanding under the Indenture may be declared or may become due
and payable upon the conditions and in the manner and with the effect provided
in the Indenture. The Indenture provides that such declaration may in certain
events be waived by the holders of a majority in principal amount of the Notes
outstanding in the case of payment defaults on the Notes and in certain other
events by the holders of a majority in principal amount of the Securities of all
series then outstanding under the Indenture (treated as a single class) which
are affected thereby.
The Indenture provides that no holder of any Note may enforce any remedy
under the Indenture except in the case of refusal or neglect of the Trustee to
act after notice of an Event of Default and after request by the holders of a
majority in principal amount of the outstanding Notes in certain events (and in
certain other events by the holders of a majority in principal amount of the
Securities of all series then outstanding under the Indenture, treated as a
single class, which are affected thereby) and the offer to the Trustee of
security and indemnity satisfactory to it; provided, however, that such
provision shall not prevent the holder hereof from enforcing payment of the
principal of or interest on this Note.
Unless this certificate is presented by an authorized representative of a
Depositary to the Issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of the nominee of
such Depositary or such other name as requested by an authorized representative
of such Depositary and any payment is made to the nominee of such Depositary,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL since the registered owner hereof, the nominee, has an
interest herein.
The Company, the Trustee, any paying agent and any Registrar of the Notes
may deem and treat the person in whose name this Note is registered as the
absolute owner hereof for all purposes whatsoever, and neither the Company nor
the Trustee nor any paying agent nor any Registrar of the Notes shall be
affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of or the
interest on, this Note, or for any claim based hereon or on the Indenture,
against any incorporator, or against any stockholder, director or officer, as
such, past, present or future, of the Company, or of any predecessor or
successor corporation, either directly or through the Company or any such
predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability, whether at common law, in equity, by any
constitution, statute or otherwise, of incorporators, stockholders, directors or
officers being released by every owner hereof by the acceptance of this Note and
as part of the consideration for the issue hereof, and being likewise released
by the terms of the Indenture; provided, however, that nothing herein or in the
Indenture contained shall be taken to prevent recourse to and the enforcement of
the liability, if any, of any stockholder or subscriber to capital stock of the
Company upon or in respect of shares of capital stock not fully paid up.
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This Note is one of the 6.400% Notes due 2018 described in the
within-mentioned Indenture.
Dated: _____________
THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Trustee
By:
Authorized Officer
ARTICLE 4.
MISCELLANEOUS
Section 4.1. Execution as Supplemental Indenture. This Supplemental
Indenture is executed and shall be construed as an indenture supplemental to the
Original Indenture and, as provided in the Original Indenture, this Supplemental
Indenture forms a part thereof. Except as herein expressly otherwise defined,
the use of the terms and expressions herein is in accordance with the
definitions, uses and constructions contained in the Original Indenture.
Section 4.2. Responsibility for Recitals, Etc. The recitals herein and in
the Notes (except in the Trustee's certificate of authentication) shall be taken
as the statements of the Company, and the Trustee assumes no responsibility for
the correctness thereof. The Trustee makes no representations as to the validity
or sufficiency of this Supplemental Indenture or of the Notes. The Trustee shall
not be accountable for the use or application by the Company of the Notes or of
the proceeds thereof.
Section 4.3. Additional Amounts. The Company will not pay any additional
amounts on the Notes held by a person who is not a U.S. Person (as defined in
the Original Indenture) in respect of any tax, assessment or governmental charge
withheld or deducted.
Section 4.4. Provisions Binding on Company's Successors. All the covenants,
stipulations, promises and agreements in this Supplemental Indenture contained
by the Company shall bind its successors and assigns whether so expressed or
not.
Section 4.5. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE AND EACH NOTE SHALL
BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL
PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE, EXCEPT AS
MAY BE OTHERWISE REQUIRED BY THE MANDATORY PROVISIONS OF LAW.
Section 4.6. Execution and Counterparts. This Supplemental Indenture may be
executed in any number of counterparts, each of which shall be an original but
such counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first written above.
PACTIV CORPORATION
By
Name:
Title:
THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Trustee
By
Name:
Title: