First Amendment to Stockholders' Agreement



 Exhibit 10.32 
 FIRST AMENDMENT TO 
 STOCKHOLDERS’ AGREEMENT 
 THIS FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENT (the “First Amendment”) is made as of the 26th day of June, 2008 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 (“New
Solo”), Solo Cup Investment Corporation (the “Company”) and the parties 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, collectively, the “Parties”). 
 RECITALS 
 A. The Parties are each a party to that certain Stockholders’ Agreement dated as of February 27, 2004 (the “Original Agreement”).
Capitalized terms not otherwise defined in this First 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 1.2 of the Original Agreement is hereby amended to add a new definition “Outside Director”
to appear after the defined term “Other Capital Stock Equivalents” and before the defined term “Participating Dividend” as follows: 
 “OUTSIDE DIRECTOR” shall mean a VCP Director that is not an employee, manager, partner, trustee, member, director or officer of VCP, Vestar Investment or Vestar Investment II. 
 3. 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 $100,000 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 Amendment is binding upon and inures 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 represents and warrants that
the individual signing this Amendment on its behalf has the requisite authority to bind such party. 
 5. This Amendment may be executed in
any number of original counterparts. Any such counterpart, when executed, shall constitute an original of this Amendment, and all such counterparts together shall constitute one and the same Amendment. 
 6. Except as provided herein, in all other respects said Original Agreement shall remain in full force and effect. 
 [Signature page follows] 
  

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 Signature Page to 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/ Daniel S. O’Connell

	Name:	 	Daniel S. O’Connell
	Title:	 	 Chief Executive Officer



  

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 Signature Page to 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/ Daniel S. O’Connell

	Name:	 	Daniel S. O’Connell
	Title:	 	Chief Executive Officer
	
	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/ Daniel S. O’Connell

	Name:	 	Daniel S. O’Connell
	Title:	 	Chief Executive Officer
	
	MANAGEMENT INVESTORS:
	
	 /s/ Robert M. Korzenski

	Robert M. Korzenski
	
	 /s/ Thomas A. Pasqualini

	Thomas A. Pasqualini
	
	 /s/ Jan Stern Reed

	Jan Stern Reed


  

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