Second amendment, dated as of September 14, 2010, to Stockholders' Agreement



  
 Exhibit 10.1

 SECOND AMENDMENT TO 
 STOCKHOLDERS’ AGREEMENT 
 THIS SECOND AMENDMENT TO STOCKHOLDERS’
AGREEMENT (the “Second Amendment”) is made as of September 14, 2010 among Vestar Capital Partners IV, L.P. (“VCP”), Vestar Cup Investment, LLC (“Vestar Investment”), Vestar Cup Investment II, LLC
(“Vestar Investment II”), SCC Holding Company LLC (“Holdings LLC”), Solo Cup Company, a Delaware corporation (“New Solo”), Solo Cup Investment Corporation (the “Company”) and the
individuals identified on the signature pages hereto as Management Investors (the “Management Investors”). VCP, Vestar Investment, Vestar Investment II, Holdings LLC, New Solo, the Company and the Management Investors are
collectively referred to herein as the “Parties.” 
 RECITALS 

A. Each of the Parties is a party to that certain Stockholders’ Agreement dated as of February 27, 2004, as amended through and
including the First Amendment to Stockholders’ Agreement dated as of June 26, 2008 (as so amended, the “Original Agreement”). Capitalized terms not otherwise defined in this Second Amendment shall have that meaning specified in
the Original Agreement. 
 B. The Parties have agreed to amend the Original Agreement as more fully set forth below. 

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties hereto agree as follows:

 1. The foregoing recitals stated above are incorporated herein by reference. 

2. Section 2.5(d) of the Original Agreement is hereby deleted in its entirety and replaced with the following: 

“(d) FEES. Fees may be paid to any Outside Director(s) serving on the Board, the New Solo Board or the board of directors of any
Subsidiary, provided that such fees may not exceed an aggregate annual amount of $150,000, and further provided that this provision shall not prohibit reimbursement of reasonable out-of-pocket expenses incurred by any Director in connection with
attendance at each meeting of the Board and the New Solo Board.” 
 3. This Second Amendment is binding upon and inures to
the benefit of the heirs, successors and assigns of the Parties hereto, as applicable, and shall become effective on the date set forth above. 
 4. Each of the Parties that is not a natural person represents and warrants that the individual signing this Second Amendment on its behalf has the requisite authority to bind such party. 







  
 5. This Second
Amendment may be executed in any number of original counterparts. Any such counterpart, when executed, shall constitute an original of this Second Amendment, and all such counterparts together shall constitute one and the same Second Amendment.

 6. Except as provided herein, in all other respects said Original Agreement shall remain in full force and effect.

 [Signature pages follow] 

  
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 Signature Page 1 of 2
to Second Amendment 
 IN WITNESS WHEREOF, each of the undersigned has executed this Amendment or caused this Amendment to be
executed on its behalf as of the date first written above. 
  

			
	SOLO CUP INVESTMENT CORPORATION
	
	By:    /s/ Robert M.
Korzenski                                        

	 Name:
	 	Robert M. Korzenski
	 Title:
	 	Chief Executive Officer and President
	
	 SCC HOLDING COMPANY LLC

	
	 By:    /s/ Robert L.
Hulseman                                        


	Name:	 	Robert L. Hulseman
	 Title:
	 	Chairman and Chief Executive Officer
	
	 SOLO CUP COMPANY

	
	 By:    /s/
Robert M. Korzenski                                    
    

	Name:	 	Robert M. Korzenski
	 Title:
	 	Chief Executive Officer and President
	
	VESTAR CAPITAL PARTNERS IV, L.P.
	
	    By: Vestar Associates IV, L.P., its general partner
	
	     By: Vestar Associates Corporation IV, its general partner

	
	 By:    /s/ Kevin A.
Mundt                                        
        

	 Name:
	 	Kevin A. Mundt
	 Title:
	 	Managing Director



  
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 Signature Page 2 of 2
to Second Amendment 
  

					
	VESTAR CUP INVESTMENT, LLC
			
		 	By:	 	 Vestar Capital Partners IV, L.P., its managing
 member

			
		 	By:	 	Vestar Associates IV, L.P., its general partner
			
		 	By:	 	 Vestar Associates Corporation IV, its general
 partner

			
		 	By:	 	/s/ Kevin A.
Mundt                                        
    
		 	 Name:    Kevin A. Mundt

Title:    Managing Director




 

					
	VESTAR CUP INVESTMENT II, LLC
			
		 	By:	 	Vestar Capital Partners IV, L.P., its managing member
			
		 	By:	 	Vestar Associates IV, L.P., its general partner
			
		 	By:	 	Vestar Associates Corporation IV, its general partner
			
		 	By:	 	/s/ Kevin A.
Mundt                                        
    
		 	Name:    Kevin A. Mundt
		 	 Title:    Managing
Director



  

	
	MANAGEMENT INVESTORS:
	
	/s/ Robert M.
Korzenski                                
	Robert M. Korzenski
	
	/s/ Jan Stern
Reed                                        
    
	 Jan Stern Reed




  
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