PREGIS CORPORATION €125,000,000 Second Priority Senior Secured Floating Rate Notes due 2013 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2009 • Pregis Holding II CORP • Plastics products, nec • New York
Pregis Corporation, a Delaware corporation (the “Issuer”), proposes to issue and sell, upon the terms set forth in a purchase agreement dated September 24, 2009 (the “Purchase Agreement”), to Credit Suisse Securities (Europe) Limited, Barclays Bank PLC and Goldman Sachs International (collectively, the “Initial Purchasers”) €125,000,000 aggregate principal amount of its Second Priority Senior Secured Floating Rate Notes due 2013 (the “Initial Securities”), to be unconditionally guaranteed (the “Guarantees”) by Pregis Holding II Corporation and the subsidiaries of the Issuer named in Schedule B to the Purchase Agreement (the “Guarantors” and, together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of October 12, 2005 (the “Base Indenture”), among the Issuer, the guarantors named therein, The Bank of New York Trust Company, N.A., as successor registrar and paying agent to The Bank of New York (the “Trustee”), and Grant Thornton (
SECURITY AGREEMENTSecurity Agreement • March 25th, 2011 • Pregis Holding II CORP • Plastics products, nec • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of March 23, 2011, among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of US Joinder Agreement in the form of Exhibit J-1 to the Credit Agreement (defined below) (each, a “Grantor” and collectively, the “Grantors”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), in its capacity as administrative agent and collateral agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
MANAGEMENT AGREEMENT BETWEEN PREGIS NV AND MR. FERNANDO DE MIGUELManagement Agreement • March 24th, 2008 • Pregis Holding II CORP • Plastics products, nec • Brussels
BETWEEN: PREGIS NV, a company incorporated under Belgian law, having its registered office IN BELGIUM, at Wellen, Bodemstraat 11 and registered with the Register of Legal Persons under number BE-404.798.222.
PREGIS HOLDING I CORPORATION 2005 STOCK OPTION PLAN NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEESNonqualified Stock Option Agreement for Employees • February 28th, 2008 • Pregis Holding II CORP • Plastics products, nec • Delaware
NONQUALIFIED STOCK OPTION AGREEMENT dated as of [ ], 2007 between Pregis Holding I Corporation, a Delaware corporation (the “Company”) and [ ] (the “Optionee”) (this “Agreement”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • March 24th, 2008 • Pregis Holding II CORP • Plastics products, nec • New York
This Separation Agreement and Release (this “Agreement”) is entered into as of January 9, 2008, by and among Andy J. Brewer (the “Executive”) and Pregis Holding I Corporation, a Delaware corporation (“Pregis I”), and its wholly owned subsidiaries Pregis Holding II Corporation, a Delaware corporation (“Pregis II”), and Pregis Corporation, a Delaware corporation (“Pregis III”) (Pregis I, Pregis II and Pregis III, collectively the “Companies”) (each of the Executive and the Companies, a “Party” and, collectively, the “Parties”). The Parties acknowledge that the terms and conditions of this Agreement have been voluntarily agreed to and are intended to be final and binding.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 25th, 2011 • Pregis Holding II CORP • Plastics products, nec
This Amendment to Employment Agreement effective October 1,2010 by and among Pregis Holding I Corporation, a Delaware corporation (“Pregis I”) and its wholly-owned subsidiaries, Pregis Holding II Corporation, a Delaware corporation (“Pregis II”), and Pregis Corporation, a Delaware corporation (“Pregis”) (Pregis I, Pregis II and Pregis, collectively, the “Employers”) and Kevin Baudhuin (“Executive”) hereby amends the Employment Agreement dated December 11,2007 among Employers and Executive, as follows:
WAIVER LETTER NO. 2 AND AMENDMENT NO. 1 Dated as of May 31, 2006Pregis Holding II CORP • November 9th, 2006 • Plastics products, nec
To the banks, financial institutions and other institutional lenders (collectively, the “Lenders”) parties to the Credit Agreement referred to below and to Credit Suisse, as collateral agent and administrative agent (the “Agent”) for the Lenders
PREGIS CORPORATION, as Issuer, and THE GUARANTORS PARTIES HERETO as Guarantors SENIOR SECURED FLOATING RATE NOTES DUE 2013 First Supplemental Indenture Dated as of October 5, 2009 to Indenture Dated as of October 12, 2005 THE BANK OF NEW YORK MELLON...First Supplemental Indenture • October 6th, 2009 • Pregis Holding II CORP • Plastics products, nec • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of October 5, 2009 (the “Supplemental Indenture”), among Pregis Corporation, a Delaware corporation, the Guarantors, The Bank of New York Mellon Trust Company, N.A., as Trustee and Collateral Agent, The Bank of New York Mellon (Luxembourg) S.A. (successor to The Bank of New York) as Registrar, The Bank of New York Mellon as Paying Agent, and Grant Thornton, as Irish Paying Agent, under an Indenture dated as of October 12, 2005 (the “Indenture”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2009 • Pregis Holding II CORP • Plastics products, nec • New York
THIS AGREEMENT is made effective as of December 11, 2007, by and among Pregis Holding I Corporation, a Delaware Corporation (“Pregis I”), and its wholly owned subsidiaries, Pregis Holding II Corporation, a Delaware corporation (“Pregis II”), and Pregis Corporation, a Delaware corporation (“Pregis”) (Pregis I, Pregis II and Pregis, collectively, the “Employers” and individually an “Employer”), and Kevin J. Baudhuin (“Executive”).
EMPLOYMENT AGREEMENTAgreement • November 9th, 2006 • Pregis Holding II CORP • Plastics products, nec • New York
THIS AGREEMENT is made effective as of October 2, 2006, by and among Pregis Holding I Corporation, a Delaware corporation (“Pregis I”), and its wholly owned subsidiaries, Pregis Holding II Corporation, a Delaware corporation (“Pregis II”), and Pregis Corporation, a Delaware corporation (“Pregis”) (Pregis I, Pregis II and Pregis, collectively, the “Employers” and individually an “Employer”), and Michael T. McDonnell (“Executive”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 12th, 2007 • Pregis Holding II CORP • Plastics products, nec
This Amendment to Employment Agreement effective April 1, 2006 by and among Pregis Holding I Corporation, a Delaware corporation (“Pregis I”) and its wholly-owned subsidiaries, Pregis Holding II Corporation, a Delaware corporation (“Pregis II”), and Pregis Corporation, a Delaware corporation (“Pregis”) (Pregis I, Pregis II and Pregis, collectively, the “Employers”) and Andy Brewer (“Executive”) hereby amends the Employment Agreement dated October 12, 2005 among Employers and Executive, as follows:
AMENDED AND RESTATED SECOND LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • October 6th, 2009 • Pregis Holding II CORP • Plastics products, nec • New York
This AMENDED AND RESTATED SECOND LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Amended and Restated IP Security Agreement”) dated October 5, 2009, is made by Pregis Corporation (the “Company”) and the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of The Bank of New York Mellon Trust Company N.A. (as successor to The Bank of New York), as collateral agent (the “Collateral Agent”) for the Trustee and Holders (each as defined in the Indenture referred to below).
EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2008 • Pregis Holding II CORP • Plastics products, nec • New York
THIS AGREEMENT is made effective as of August 15, 2007, by and among Pregis Holding I Corporation, a Delaware corporation (“Pregis I”), and its wholly owned subsidiaries, Pregis Holding II Corporation, a Delaware corporation (“Pregis II”), and Pregis Corporation, a Delaware corporation (“Pregis”) (Pregis I, Pregis II and Pregis, collectively, the “Employers” and individually an “Employer”), and D. Keith LaVanway (“Executive”).
AMENDMENT NO. 1 TO THE SECOND LIEN SECURITY AGREEMENTSecond Lien Security Agreement • October 6th, 2009 • Pregis Holding II CORP • Plastics products, nec • New York
This AMENDMENT NO. 1 (this “Amendment”) is entered into as of October 5, 2009, among PREGIS CORPORATION, a Delaware corporation (the “Company”), each of the other Grantors (as hereinafter defined) signatory hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY N.A., as Trustee (the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Holders (as hereinafter defined).
CREDIT AGREEMENT by and among PREGIS HOLDING II CORPORATION, as Parent, PREGIS CORPORATION and certain Subsidiaries thereof, as US Borrowers, Certain Subsidiaries of Pregis Corporation, as UK Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as the...Credit Agreement • March 25th, 2011 • Pregis Holding II CORP • Plastics products, nec • New York
Except as set forth in the foregoing proviso, the Applicable Margin shall be based upon the most recent Excess Availability Calculation, which will be calculated as of the end of each calendar quarter. Except as set forth in the foregoing proviso, the Applicable Margin shall be re-determined quarterly on the first day of the quarter following the date of delivery to Agent of the certified calculation of the Average Quarterly Excess Availability pursuant to Section 5.1 of the Agreement; provided, however, that if Borrowers fail to provide such certification when such certification is due, the Applicable Margin shall be set at “Level I” as of the first day of the quarter following the date on which the certification was required to be delivered until the date on which such certification is delivered (on which date (but not retroactively), without constituting a waiver of any Default or Event of Default occasioned by the failure to timely deliver such certification, the Applicable Margin
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2006 • Pregis Holding II CORP • Plastics products, nec • New York
THIS AGREEMENT is made effective as of April 12, 2006, by and among Pregis Holding I Corporation, a Delaware corporation (“Pregis I”), and its wholly owned subsidiaries, Pregis Holding II Corporation, a Delaware corporation (“Pregis II”), and Pregis Corporation, a Delaware corporation (“Pregis”) (Pregis I, Pregis II and Pregis, collectively, the “Employers” and individually an “Employer”), and Timothy J. Cunningham (“Executive”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • January 12th, 2007 • Pregis Holding II CORP • Plastics products, nec • New York
This Separation Agreement and Release (the “Agreement”), dated December 8, 2006, is entered into by and among Vincent P. Langone (“Mr. Langone”), Pregis Holding I Corporation, a Delaware corporation (“Holding I”), and its wholly owned subsidiaries, Pregis Holding II Corporation, a Delaware corporation (“Holding II”), and Pregis Corporation, a Delaware Corporation (the “Company” and together with Holding I and Holding II, the “Companies”).
SEPARATION AGREEMENTSeparation Agreement • March 2nd, 2011 • Pregis Holding II CORP • Plastics products, nec • New York
This Separation Agreement (the “Agreement”), dated February 25, 2011, is entered into by and among Michael T. McDonnell (“Mr. McDonnell”), Pregis Holding I Corporation, a Delaware corporation (“Holding I”), and its wholly owned subsidiaries, Pregis Holding II Corporation, a Delaware corporation (“Holding II”), and Pregis Corporation, a Delaware Corporation (the “Company” and together with Holding I and Holding II, the “Companies”).
SEPARATION AGREEMENTSeparation Agreement • March 24th, 2008 • Pregis Holding II CORP • Plastics products, nec • New York
This Separation Agreement (the “Agreement”), dated August 27, 2007, is entered into by and among Timothy J. Cunningham (“Mr. Cunningham”), Pregis Holding I Corporation, a Delaware corporation (“Holding I”), and its wholly owned subsidiaries, Pregis Holding II Corporation, a Delaware corporation (“Holding II”), and Pregis Corporation, a Delaware Corporation (the “Company” and together with Holding I and Holding II, the “Companies”).
AMENDMENT AGREEMENT To a SUBORDINATED PLEDGE AGREEMENT DATED 12 OCTOBER 2005 Between PREGIS CORPORATION AS THE PLEDGOR and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. AS THE SECURITY AGENTAgreement • October 6th, 2009 • Pregis Holding II CORP • Plastics products, nec • Luxembourg
THIS AMENDMENT AGREEMENT (the “Subordinated Pledge Amendment Agreement”) is made on the date stated on the front-page hereof to a subordinated pledge agreement dated 12 October 2005 (the “Base Subordinated Pledge Agreement”)
