Pactiv Corp Sample Contracts

Pactiv Corp – Pactiv Stockholders Approve Merger Agreement with Reynolds (November 18th, 2010)

LAKE FOREST, IL, November 15, 2010 — Pactiv Corporation (NYSE: PTV), a leader in the consumer and foodservice packaging markets, announced that Pactiv stockholders, at a special meeting of stockholders held today, voted to approve the merger agreement providing for the acquisition of Pactiv by Reynolds Group Holdings Limited. Pursuant to the merger agreement, a subsidiary of Reynolds will merge with and into Pactiv and Pactiv will become an indirect wholly owned subsidiary of Reynolds. Subject to the satisfaction or waiver of the remaining closing conditions, Pactiv expects the transaction to close on or about November 16, 2010.

Pactiv Corp – EIGHTH SUPPLEMENTAL INDENTURE (October 22nd, 2010)

EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 21, 2010, among Pactiv Corporation, a Delaware corporation (the “Company”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).

Pactiv Corp – PACTIV CORPORATION AMENDED AND RESTATED RABBI TRUST AGREEMENT (October 22nd, 2010)

The Pactiv Corporation Rabbi Trust, initially adopted November 1, 1999, by Pactiv Corporation, is hereby amended and restated in its entirety as of May 14, 2010 (the “Effective Date”).

Pactiv Corp – EIGHTH SUPPLEMENTAL INDENTURE (October 22nd, 2010)

EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 21, 2010, among Pactiv Corporation, a Delaware corporation (the “Company”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).

Pactiv Corp – PACTIV CORPORATION AMENDED AND RESTATED RABBI TRUST AGREEMENT (October 22nd, 2010)

The Pactiv Corporation Rabbi Trust, initially adopted November 1, 1999, by Pactiv Corporation, is hereby amended and restated in its entirety as of May 14, 2010 (the “Effective Date”).

Pactiv Corp – News Release (September 23rd, 2010)

LAKE FOREST, Ill. AND AUCKLAND, NEW ZEALAND – September 23, 2010 – Pactiv Corporation (NYSE: PTV), a leader in the consumer and foodservice packaging markets, and Reynolds Group Holdings Limited, a leading global manufacturer and supplier of consumer food and beverage packaging and storage products, today announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, relating to Reynolds Group’s proposed merger with Pactiv, has expired, thereby satisfying a condition to the closing of the transaction. Completion of the transaction remains subject to other customary closing conditions, including approval by Pactiv’s stockholders and foreign regulatory approvals. The transaction is expected to close by the end of 2010.

Pactiv Corp – AGREEMENT AND PLAN OF MERGER by and among RANK GROUP LIMITED, REYNOLDS GROUP HOLDINGS LIMITED, REYNOLDS ACQUISITION CORPORATION, and PACTIV CORPORATION AUGUST 16, 2010 (August 17th, 2010)

AGREEMENT AND PLAN OF MERGER, dated as of August 16, 2010 (this “Agreement”), by and among Pactiv Corporation, a Delaware corporation (the “Company”), Rank Group Limited, a company organized under the laws of New Zealand (“Investor”), Reynolds Group Holdings Limited, a company organized under the laws of New Zealand (“Parent”), and Reynolds Acquisition Corporation, a Delaware corporation and indirect wholly-owned Subsidiary of Parent (“Sub”).

Pactiv Corp – FIRST AMENDMENT TO THE AMENDED AND RESTATED PACTIV CORPORATION CHANGE-IN- CONTROL SEVERANCE BENEFIT PLAN FOR KEY EXECUTIVES Adopted as of August 15, 2010 (August 17th, 2010)

WHEREAS, the Board of Directors of the Company (the “Board”) is currently considering the terms of a proposed agreement and plan of merger (the “Proposed Merger Agreement”) to be entered into by and among Rank Group Limited, a company organized under the laws of New Zealand, Reynolds Group Holdings Limited, a company organized under the laws of New Zealand (“Parent”), Reynolds Acquisition Corporation, a Delaware corporation and indirect wholly-owned subsidiary of Parent (“Merger Sub”), and the Company, which provides for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation (the “Merger”), whereby each share of the Company’s common stock, par value $0.01 per share (each, a “Share”), issued and outstanding immediately prior to the Effective Time (as defined in the Proposed Merger Agreement) will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive the merger consid

Pactiv Corp – FIRST AMENDMENT TO THE AMENDED AND RESTATED PACTIV CORPORATION CHANGE-IN- CONTROL SEVERANCE BENEFIT PLAN FOR KEY EXECUTIVES Adopted as of August 15, 2010 (August 17th, 2010)

WHEREAS, the Board of Directors of the Company (the “Board”) is currently considering the terms of a proposed agreement and plan of merger (the “Proposed Merger Agreement”) to be entered into by and among Rank Group Limited, a company organized under the laws of New Zealand, Reynolds Group Holdings Limited, a company organized under the laws of New Zealand (“Parent”), Reynolds Acquisition Corporation, a Delaware corporation and indirect wholly-owned subsidiary of Parent (“Merger Sub”), and the Company, which provides for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation (the “Merger”), whereby each share of the Company’s common stock, par value $0.01 per share (each, a “Share”), issued and outstanding immediately prior to the Effective Time (as defined in the Proposed Merger Agreement) will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive the merger consid

Pactiv Corp – Pactiv Posts Record EPS of $0.73 and a Significant Upturn in Volume Strong Free Cash Flow Continues (July 21st, 2009)

LAKE FOREST, Ill.--(BUSINESS WIRE)--July 21, 2009--For the quarter ended June 30, 2009, Pactiv Corporation (NYSE: PTV) today announced that income from continuing operations was $97 million, or $0.73 per share, compared with $64 million, or $0.49 per share on a reported basis or $0.50 per share excluding a restructuring charge, in 2008. Second quarter 2009 sales declined 5 percent to $901 million from $951 million, reflecting 4-percent higher volume, 8-percent lower pricing, and 1-percent unfavorable foreign exchange. The price decline reflects normal reductions as a result of lower raw material costs.

Pactiv Corp – Pactiv Posts Record EPS of $0.69 and Significant Free Cash Flow in First Quarter (April 22nd, 2009)

LAKE FOREST, Ill.--(BUSINESS WIRE)--April 22, 2009--For the quarter ended March 31, 2009, Pactiv Corporation (NYSE: PTV) today announced that income from continuing operations was a record $91 million, or $0.69 per share, compared with $35 million, or $0.26 per share, in 2008. Excluding a charge of $0.07 per share related to a restructuring program, first quarter 2008 earnings per share were $0.33. First quarter 2009 sales declined 5 percent to $766 million from $808 million, reflecting a 3-percent volume decline, 1-percent lower pricing, and 1-percent unfavorable foreign exchange.

Pactiv Corp – PACTIV CORPORATION DEFERRED RETIREMENT SAVINGS PLAN (Amended and Restated Electronically for SEC Filing Purposes Effective January 1st, 2007) (October 21st, 2008)

This document amends and restates the Plan to incorporate all amendments adopted since the September 1, 2004, restatement, solely in order to enable the Plan with all amendments to be filed electronically with the Securities and Exchange Commission.

Pactiv Corp – PACTIV CORPORATION DEFERRED COMPENSATION PLAN (Amended and Restated Electronically for SEC Filing Purposes Effective September 5th, 2008) (October 21st, 2008)

This document amends and restates the Plan to incorporate all amendments adopted since the January 1, 2005, restatement, solely in order to enable the Plan with all amendments to be filed electronically with the Securities and Exchange Commission.

Pactiv Corp – CREDIT AGREEMENT Dated as of June 5, 2007 among PACTIV CORPORATION as the Borrower, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as the L/C Issuer, and The Other Lenders Party Hereto J.P. MORGAN SECURITIES INC., as Sole Lead Arranger and Bookrunner (August 9th, 2007)

This CREDIT AGREEMENT (“Agreement”) is entered into as of June 5, 2007, among PACTIV CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent and L/C Issuer.

Pactiv Corp – June 5, 2007 CONTINUING AGREEMENT FOR STANDBY LETTERS OF CREDIT BETWEEN PACTIV CORPORATION AND JPMORGAN CHASE BANK, N.A. (August 9th, 2007)

All Credits issued pursuant to this Continuing Agreement (the “Agreement”) are issued under and pursuant to the terms, provisions and covenants of the Credit Agreement (as amended, extended, restated or otherwise modified from time to time, the “Credit Agreement”) dated as of June 5, 2007 among Pactiv Corporation, the Lenders party thereto, and JPMorgan Chase Bank, N.A. as Administrative Agent. Capitalized terms used herein and not otherwise defined have the meaning assigned to them in the Credit Agreement. All references made herein to Sections shall be construed to refer to Sections of the Credit Agreement.

Pactiv Corp – PRAIRIE PACKAGING, INC. AND SUBSIDIARY Consolidated Financial Statements (Unaudited) March 31, 2007 and 2006 (June 20th, 2007)
Pactiv Corp – PRAIRIE PACKAGING, INC. AND SUBSIDIARY Consolidated Financial Statements December 31, 2006 and 2005 (With Independent Auditors’ Report Thereon) (June 20th, 2007)

We have audited the accompanying consolidated balance sheets of Prairie Packaging, Inc. and subsidiary as of December 31, 2006 and 2005, and the related consolidated statements of income, changes in stockholders’ equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

Pactiv Corp – UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION (June 20th, 2007)

The following unaudited pro forma combined condensed statement of financial position as of March 31, 2007 and the unaudited pro forma combined statements of income for the year ended December 31, 2006 and the three months ended March 31, 2007, and the accompanying notes thereto, have been prepared to illustrate the effects of the Prairie Packaging acquisition, including the expected financing of the acquisition (the “Acquisition”), on our historical financial position and results of operations. At the closing of the Prairie Packaging acquisition, we paid the purchase price by issuance of a $800 million short-term interest-bearing promissory note that matured on June 18, 2007, and $200 million of cash which was drawn against our existing $750 million revolving credit facility. We repaid this note on June 18, 2007 with borrowings under our revolving credit facility and $500 million of borrowing from a third-party bridge loan that matures on June 25, 2007. We expect to repay the bridge lo

Pactiv Corp – i ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB....................................28 5.1 Organization of Parent and Merger Sub..............................................................28 5.2 Ownership of Merger Sub; No Prior Activities.......................................................28 5.3 Authorization; Enforceability.................................................. ....................28 5.4 Noncontravention.................................... ...............................................29 5.5 Brokers' Fees..................................................... (April 12th, 2007)
Pactiv Corp – PACTIV CORPORATION CHANGE-IN-CONTROL SEVERANCE BENEFIT PLAN FOR KEY EXECUTIVES The Pactiv Corporation Change-in-Control Severance Benefit Plan for Key Executives (the "Plan") was established by Pactiv Corporation (the "Company") November 4, 1999 (the "Effective Date"). It was amended and restated effective March 1, 2005 and is hereby further amended and restated effective December 29, 2006. The purpose of the Plan is to induce Key Executives to enter into or continue services or employment with, and to steadfastly serve, the Company if and when a Change in Control (as defined below) is threate (March 1st, 2007)
Pactiv Corp – Stock Equivalent Units are issued at the closing price of the Company's common stock on the date of issuance. The number of Stock Equivalent Units to be issued will be computed annually, generally at the time of the Board meeting held in conjunction with the Company's Annual Meeting of Shareholders (usually held in May). For the year from the 2006 Annual Meeting to the 2007 Annual Meeting, each director received 2,423 Stock Equivalent Units. The portion of the Annual Retainer paid in Stock Equivalent Units is automatically deferred into the Pactiv Common Stock Index Account under the Company's (August 8th, 2006)
Pactiv Corp – PACTIV CORPORATION CHANGE IN CONTROL SEVERANCE BENEFIT PLAN FOR KEY EXECUTIVES (THE "PLAN") This Plan was established by Pactiv Corporation (the "Company") November 4, 1999 (the "Effective Date"). It is hereby amended and restated effective March 1, 2005. The purpose of the Plan is to induce key employees to enter into, or continue their services or employment with, and to steadfastly serve the Company if and when a Change in Control (as defined below) is threatened, despite attendant career uncertainties, by committing the Company to provide severance benefits in the event their employment te (March 16th, 2005)
Pactiv Corp – . . . PACTIV CORPORATION 2002 INCENTIVE COMPENSATION PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT NUMBER OF OPTIONS OPTION VESTING EXPIRATION GRANTED TO AWARD DATE GRANTED PRICE PER SCHEDULE* DATE SHARE -------------------------------------- --------------- ----------------- --------------- --------------- --------------- -------------------------------------- --------------- ----------------- --------------- --------------- --------------- * No award shall vest in less than six months after the Award Date. PACTIV CORPORATION (the "Company") grants you (the "Participant") a Non-Qualified St (March 16th, 2005)
Pactiv Corp – PACTIV CORPORATION 2002 INCENTIVE COMPENSATION PLAN PERFORMANCE SHARE AWARD AGREEMENT _________________________ Participant Pursuant to the provisions of the Pactiv Corporation 2002 Incentive Compensation Plan, you were granted an Award of ________ Performance Shares, on ______________ ("Grant Date"). The Restricted Period applicable to the Award begins on the Grant Date and ends on ________________, subject to the performance targets established at the beginning of each measurement period by the Compensation/Nominating/Governance Committee. The performance targets may be further adjusted by t (March 16th, 2005)
Pactiv Corp – AGREEMENT AND GENERAL RELEASE (March 29th, 2000)
Pactiv Corp – RIGHTS AGREEMENT (November 18th, 1999)
Pactiv Corp – DEFERRED COMPENSATION PLAN (November 18th, 1999)
Pactiv Corp – SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (November 18th, 1999)
Pactiv Corp – PARTICIPATION AGREEMENT (November 18th, 1999)
Pactiv Corp – REGISTRATION RIGHTS AGREEMENT (November 18th, 1999)
Pactiv Corp – SEVERANCE BENEFIT PLAN FOR KEY EXECUTIVES (November 18th, 1999)
Pactiv Corp – TENNECO RABBI TRUST AGREEMENT (November 18th, 1999)
Pactiv Corp – TRADEMARK TRANSITION LICENSE AGREEMENT (November 18th, 1999)
Pactiv Corp – TERM LOAN AGREEMENT (November 18th, 1999)
Pactiv Corp – EXECUTIVE INCENTIVE COMPENSATION PLAN (November 18th, 1999)