DATED AS OF JULY 5, 2009 (AND AMENDED AND RESTATED AS OF FEBRUARY 26, 2010)

Exhibit 2(a)

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS OF THIS AGREEMENT.  CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

DATED AS OF JULY 5, 2009

(AND AMENDED AND RESTATED AS OF FEBRUARY 26, 2010)

CERTAIN RIO TINTO ALCAN GROUP COMPANIES

and

ALCAN HOLDINGS SWITZERLAND AG

and

ALCAN CORPORATION

and

XXXXX COMPANY, INC.

AMENDED AND RESTATED

SALE AND PURCHASE AGREEMENT

relating to the sale and purchase of

the Rio Tinto Alcan Food Americas Packaging Business

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

CONTENTS

Clause		Page
ARTICLE 1. SALE AND PURCHASE		2
ARTICLE 2. CONSIDERATION		3
ARTICLE 3. CONDITIONS TO CLOSING; DIVESTED BUSINESS ARRANGEMENTS		7
ARTICLE 4. PRE-CLOSING UNDERTAKINGS		12
ARTICLE 5. CLOSING		23
ARTICLE 6. WARRANTIES		23
ARTICLE 7. BEMIS WARRANTIES AND UNDERTAKINGS		25
ARTICLE 8. CONDUCT OF CLAIMS		25
ARTICLE 9. TERMINATION		27
ARTICLE 10. INTELLECTUAL PROPERTY		29
ARTICLE 11. INFORMATION TECHNOLOGY		29
ARTICLE 12. CERTAIN LITIGATION, ENVIRONMENTAL AND OTHER INDEMNITIES		29
ARTICLE 13. EMPLOYMENT TERMS AND EMPLOYEE BENEFITS		33
ARTICLE 14. TAX		33
ARTICLE 15. INSURANCE		33
ARTICLE 16. CROSS-GROUP DEBT, TREASURY AND HEDGING		35
ARTICLE 17. GUARANTEES AND OTHER THIRD PARTY ASSURANCES		39
ARTICLE 18. RELEASES AND INDEMNITIES		40
ARTICLE 19. INFORMATION AND RECORDS POST-CLOSING		42
ARTICLE 20. PROTECTIVE COVENANTS POST-CLOSING		43
ARTICLE 21. SELLERS’ MARKS		44
ARTICLE 22. REPRESENTATIVES		45
ARTICLE 23. PAYMENTS		46
ARTICLE 24. SELLERS’ GUARANTEED OBLIGATIONS		48
ARTICLE 25. ANNOUNCEMENTS		49
ARTICLE 26. CONFIDENTIALITY		49
ARTICLE 27. FEES AND EXPENSES		51
ARTICLE 28. NOTICES		51
ARTICLE 29. CONFLICT WITH AND REFERENCES IN OTHER AGREEMENTS		52
ARTICLE 30. ENTIRE AGREEMENT		53
ARTICLE 31. RIGHTS AND REMEDIES		53
ARTICLE 32. COUNTERPARTS		54
ARTICLE 33. AMENDMENT; WAIVER		54
ARTICLE 34. INVALIDITY		55

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

i

Clause		Page
ARTICLE 35. THIRD PARTIES		55
ARTICLE 36. ASSIGNMENT		55
ARTICLE 37. FURTHER ASSURANCES AND CERTAIN COVENANTS		57
ARTICLE 38. DISPUTE RESOLUTION		58
ARTICLE 39. BULK SALES		59
ARTICLE 40. INTERPRETATION, GOVERNING LAW AND JURISDICTION		59
SCHEDULE 1 SELLERS AND SALE SHARES, SALE BUSINESSES AND CROSS-GROUP LOANS		1-1
SCHEDULE 2 ALLOCATION OF CONSIDERATION AMONG SALE ASSETS		2-1
SCHEDULE 3 TRANSITIONING OF BANK ACCOUNTS		3-1
SCHEDULE 4 WARRANTIES		4-1
SCHEDULE 5 LIMITATIONS ON LIABILITY		5-1
SCHEDULE 6 PURCHASER’S WARRANTIES		6-1
SCHEDULE 7 CONDUCT OF THE TRANSFERRED BUSINESS PRE-CLOSING		7-1
SCHEDULE 8 CLOSING AND POST-CLOSING ARRANGEMENTS		8-1
SCHEDULE 9 DISCLOSURE LETTER		9-1
SCHEDULE 10 INTELLECTUAL PROPERTY		10-1
SCHEDULE 11 INFORMATION TECHNOLOGY		11-1
SCHEDULE 12 EMPLOYMENT TERMS AND EMPLOYEE BENEFITS		12-1
SCHEDULE 13 TAX		13-1
SCHEDULE 14 CROSS-GROUP DEBT		14-1
SCHEDULE 15 POST CLOSING FINANCIAL ADJUSTMENTS		15-1
SCHEDULE 16 PROPERTIES		16-1
SCHEDULE 17 ENVIRONMENTAL INDEMNITY - KNOWN ENVIRONMENTAL MATTERS		17-1
SCHEDULE 18 FORM OF XXXX OF SALE AND ASSIGNMENT AND ASSUMPTION OF RIGHTS AND OBLIGATIONS AGREEMENT		18-1
SCHEDULE 19 FORM OF BUSINESS LEASED REAL PROPERTY TRANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENT		19-1
SCHEDULE 20 DEFINITIONS AND INTERPRETATION		20-1
EXHIBIT 1 EXCLUDED CONTRACTS
EXHIBIT 2 EXCLUDED EQUIPMENT
EXHIBIT 3A CERTAIN SHELBYVILLE SEPARATION ARRANGEMENTS
EXHIBIT 3B SHELBYVILLE SERVICES AGREEMENT; ENVIRONMENTAL SERVICES AGREEMENT
EXHIBIT 4 SPORTING AND ENTERTAINMENT LICENSES, TICKETS AND RIGHTS
EXHIBIT 5 AMOUNTS OWED BY ENVARIL TO THE RETAINED GROUP
EXHIBIT 6 NET DEBT/WORKING CAPITAL TABLE

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

ii

Clause		Page
EXHIBIT 7 SHARE PURCHASE AGREEMENT
EXHIBIT 8 FACILITIES AGREEMENTS
EXHIBIT 9 TRANSITIONAL SERVICES AGREEMENT
EXHIBIT 10A  BEAUTY CONTRACT PROPOSAL
EXHIBIT 10B  BEAUTY SUPPLY AGREEMENT
EXHIBIT 11 GUARANTEE AND ASSUMPTION AGREEMENT
EXHIBIT 12 CONSENT DECREE

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

iii

AMENDED AND RESTATED SALE AND PURCHASE AGREEMENT

Dated as of July 5, 2009 and amended and restated as of February 26, 2010

PARTIES:

(1) Each entity listed as a Share Seller or an Asset Seller in Column 1 of Parts A and B of Schedule 1 (Sellers and Sale Shares, Sale Businesses and Cross-Group Loans);

(2) Alcan Holdings Switzerland AG, (AHS), a company formed under the laws of Switzerland having its registered office at Max Xxxxxx-Xxxxxxx 0, XX Xxx 0000, XX-0000 Xxxxxx, Xxxxxxxxxxx; as Sellers’ Guarantor;

(3) Alcan Corporation, a company organized under the laws of the State of Texas having its principal place of business at 0000 Xxxx Xxxx Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, 00000-0000, XXX, as the RTA Representative; and

(4) Xxxxx Company, Inc. of Xxx Xxxxxx Xxxxxx, X.X. Xxx 000, Xxxxxx, XX 00000, XXX (Bemis).

WHEREAS:

(A) Each Share Seller specified in Column 1 of Part A of Schedule 1 (Sellers and Sale Shares, Sale Businesses and Cross-Group Loans) proposes to sell the Sale Shares shown opposite its name in Column 6 of Part A of Schedule 1;

(B) Bemis proposes to purchase and acquire or cause one or more of its Designated Transferees to acquire all the Sale Shares shown in Column 6 of Part A of Schedule 1 (Sellers and Sale Shares, Sale Businesses and Cross-Group Loans);

(C) Each Asset Seller specified in Column 1 of Part B of Schedule 1 (Sellers and Sale Shares, Sale Businesses and Cross-Group Loans) proposes to sell the Sale Business specified opposite its name in Column 2 of Part B of Schedule 1 (Sellers and Sale Shares, Sale Businesses and Cross-Group Loans);

(D) Bemis proposes to purchase and acquire or to cause one or more of its Designated Transferees to acquire all the Sale Businesses shown in Column 2 of Part B of Schedule 1 (Sellers and Sale Shares, Sale Businesses and Cross-Group Loans);

(E) The RTA Representative proposes to cause each Cross-Group Loan Seller, if any, to sell its Cross-Group Loans, in each case to the extent not discharged at or prior to Closing;

(F) Bemis proposes to purchase and cause one or more of its Designated Transferees to acquire all right, title and interest in all such Cross-Group Loans, if any;

(G) Each entity listed as a Share Seller or an Asset Seller in Column 1 of Parts A and B of Schedule 1 (Sellers and Sale Shares, Sale Businesses and Cross-Group Loans), AHS, Alcan Corporation and Bemis have previously entered into that Sale and Purchase Agreement dated as of July 5, 2009 (the Original Agreement); and

(H) The parties desire to amend and restate the Original Agreement with retroactive effect as of the date of the Original Agreement (except where expressly specified otherwise) to clarify, among other things, certain terms used therein and the precise application and use therein of such terms, and to reflect certain other amendments, in each case as set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and undertakings contained herein, and for other good and valuable consideration, the receipt and sufficiency of which

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

are hereby acknowledged, the parties hereto, intending to be legally bound, agree, with retroactive effect as of the date of the Original Agreement (except where expressly specified otherwise), as follows:

ARTICLE 1.

SALE AND PURCHASE

Sale and Purchase of Sale Shares

1.1 Each of the Share Sellers agrees to sell, transfer and deliver the Sale Shares shown opposite its name in Column 6 of Part A of Schedule 1 (Sellers and Sale Shares, Sale Businesses and Cross-Group Loans) in accordance with the terms and conditions of this Agreement.

1.2 Bemis agrees to purchase and to acquire or cause one or more of its Designated Transferees to acquire the Sale Shares specified in Column 6 of Part A of Schedule 1 (Sellers and Sale Shares, Sale Businesses and Cross-Group Loans) in accordance with the terms and conditions of this Agreement.

1.3 The Sale Shares shall be sold with all rights attaching to them at Closing, including the right to receive all distributions and dividends declared, paid and made in respect of the Sale Shares after Closing but excluding any distributions or dividends paid, accrued or declared at, during or in respect of, any time prior to Closing.

1.4 The Sale Shares shall be sold free from all Third Party Encumbrances.

Sale and Purchase of Sale Assets and Assumption of Assumed Obligations

1.5 Each of the Asset Sellers agrees to sell, convey, transfer, assign and deliver to Bemis the Sale Assets of the Sale Business which is referred to opposite its name in Column 2 of Part B of Schedule 1 (Sellers and Sale Shares, Sale Businesses and Cross-Group Loans) on the terms and conditions of this Agreement.

1.6 Bemis agrees to purchase and to acquire or to cause one or more of its Designated Transferees to acquire the Sale Assets of each Sale Business referred to in Column 2 of Part B of Schedule 1 (Sellers and Sale Shares, Sale Businesses and Cross-Group Loans) in accordance with the terms and conditions of this Agreement.

1.7 The Sale Assets shall be sold with all right, title and interest of the relevant Asset Seller in and to the Sale Assets of the Sale Business referred to opposite its name in Column 2 of Part B of Schedule 1 (Sellers and Sale Shares, Sale Businesses and Cross-Group Loans).

1.8 Without prejudice to its rights under this Agreement, Bemis agrees that, with effect from Closing, it shall assume and duly perform and discharge, when due for performance or discharge, all Assumed Obligations or shall cause one or more of its Designated Transferees to do so, and undertakes to indemnify each of the Asset Sellers and each of their Affiliates against all such Assumed Obligations and all Liabilities and Costs it may incur as a consequence of any failure to do so.

1.9 Each Asset Seller agrees that with effect from Closing, it shall retain and duly perform and discharge when due for performance, all Excluded Obligations (other than those under clauses (iv) and (v) of the definition thereof herein).

1.10 The Sale Assets shall be sold free from all Third Party Encumbrances.

Sale and Purchase of Cross-Group Loans

1.11 The RTA Representative agrees to procure that each of the Cross-Group Loan Sellers, if any, (whether or not identified in Schedule 1 (Sellers and Sale Shares, Sale Businesses and Cross-Group Loans)) shall

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

2

sell and assign each Cross-Group Loan owned by it at Closing, if any, in accordance with the terms and conditions of this Agreement except insofar as, at or prior to Closing, such Cross-Group Loan has been repaid or discharged, or has otherwise ceased to be a Cross-Group Loan (including as a result of implementing Schedule 14 (Cross-Group Debt) at or prior to Closing).

1.12 Bemis agrees to purchase and to acquire or cause one or more of its Designated Transferees to acquire all of such Cross-Group Loans, if any, on the terms and conditions of this Agreement.

1.13 Each Cross-Group Loan shall be sold with all right, title and interest of the relevant Cross-Group Loan Seller in that Cross-Group Loan at Closing including the right to any interest accrued but unpaid prior to or at Closing.

1.14 Each Cross-Group Loan sold pursuant hereto shall be sold free from all Third Party Encumbrances.

Sale and Purchase of the AP2F Patents

1.15 The RTA Representative undertakes to procure the transfer at Closing to Bemis or one of its Designated Transferees, all right, title and interest in the AP2F Patents free from all Third Party Encumbrances, in each case, subject to Article 4.6 and in a manner consistent with applicable Law.

ARTICLE 2.

CONSIDERATION

2.1 Subject to the succeeding provisions of this Article, the aggregate consideration (the Final Consideration) for the purchase of all the Sale Shares, all the Sale Assets, all the Cross-Group Loans and the AP2F Patents shall be, in addition to the assumption of the Assumed Obligations, a cash amount in US dollars equal to US$ 1,213,000,000 (the Debt Free/Cash Free Price) subject to making the following adjustments (in each case of Articles 2.1(a) through (e), as at the Determination Time):

(a) subtracting the sum of (i) the Perimeter External Debt; and (ii) the aggregate amount of the Cross-Group Non-Trading Payables (excluding the amount of the Cross-Group Loans of each Target Company, if any) and Recharges Payable;

(b) adding the aggregate amount of the Perimeter Cash and the aggregate of the Non-Trading Receivables, Cross-Group Non-Trading Receivables and Recharges Receivable of each Target Company;

(c) adding the amount of the Perimeter Working Capital Excess or, as applicable, deducting the amount of the Perimeter Working Capital Shortfall;

(d) adding the amount of the Perimeter Capex Excess or, as applicable, deducting the amount of the Perimeter Capex Shortfall; and

(e) subtracting the Pensions Adjustment Amount (if any).

2.2 Without prejudice to Articles 16.10 to (and including) 16.15, the consideration for the sale of the Cross-Group Loans (the Cross-Group Loan Purchase Price) shall be a cash amount in US dollars equal to their principal amount and all interest accrued thereon as at the Determination Time, translated into US dollars (where necessary) at the Exchange Rate applicable at the Determination Time.

2.3 The consideration for the sale of the AP2F Patents shall be a cash amount in US dollars equal to *** (the AP2F Patents Purchase Price).

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

3

2.4 Not later than five (5) Business Days before the Closing Date, the RTA Representative shall deliver (or cause to be delivered) to Bemis statements showing each of the following, expressed in US dollars:

(a) the Estimated Perimeter External Debt and the Estimated Cross-Group Non-Trading Debt of each Target Sub-Group (differentiating among Cross-Group Loans, other Cross-Group Non-Trading Payables and Recharges Payable);

(b) the Estimated Cross-Group Non-Trading Receivables and Recharges Receivable of each Target Sub-Group and the Estimated Non-Trading Receivables of each Target Sub-Group; and

(c) the Estimated Perimeter Cash of each Target Sub-Group.

2.5 The statements delivered pursuant to Article 2.4 shall be expressed in US dollars, translating non US dollar items at the Exchange Rate most convenient prior to their delivery, and will be used to establish the Initial Share Consideration to be paid to each Share Seller by making the adjustments required under Article 2.6. Such statements also shall show the non US dollar items in their respective currency of denomination so far as required for the purpose of Article 16. The RTA Representative shall procure that each of these statements shall be prepared and delivered to Bemis in good faith (and for the avoidance of doubt may but are not required to consist of the latest available month-end balances using the Exchange Rates as at such month-end).

2.6 At Closing, as consideration for the sale of the Sale Shares to be sold by each Share Seller, Bemis shall pay or cause to be paid to each of the Share Sellers, or to such person or persons as it or the RTA Representative may direct, an amount in US dollars (which (subject to any adjustment required by Article 2.11 and/or Article 2.16) Bemis and the Share Sellers agree represents the fair market value of the Sale Shares) (its Initial Share Consideration) equal to the portion of the Debt Free/Cash Free Price payable for the Sale Shares to be sold by it, as shown in Column 5 of Part A of Schedule 1 (Sellers and Sale Shares, Sale Businesses and Cross-Group Loans), after the following adjustments:

(a) subtracting the sum of: (i) the aggregate amount of the Estimated Perimeter External Debt for the relevant Target-Sub Group; (ii) the aggregate amount of the Estimated Cross-Group Non-Trading Debt (excluding the estimated amount of Cross-Group Loans, if any, set forth therein) of the relevant Target-Sub Group; (iii) the aggregate amount of the Initial Cross-Group Loan Consideration payable under Article 2.8; and (iv) in the case of the Share Sellers of Alcan Empaques Mexico S.A. de C.V. only, the Pensions Adjustment Amount, if any (after applying the Initial Allocation Percentage to the sum of the items referred to in (i) through (iv) where there is more than one Share Seller for a Target Sub-Group); and

(b) adding the sum of: (i) the aggregate amount of the Estimated Perimeter Cash of the relevant Target Sub-Group, (ii) the aggregate amount of the Estimated Non-Trading Receivables of the relevant Target Sub-Group and (iii) the aggregate amount of the Estimated Cross-Group Non-Trading Receivables and Recharges Receivable of the relevant Target Sub-Group (after applying the Initial Allocation Percentage to such sum where there is more than one Share Seller for a Target Sub-Group).

2.7 At Closing, as consideration for the sale of the Sale Assets, in addition to assuming the Assumed Obligations in accordance with or pursuant to this Agreement, Bemis shall:

(a) pay or cause to be paid to each Asset Seller, or to such person as that Asset Seller or the RTA Representative may direct, an amount in US dollars (its Initial Asset Consideration) equal to the portion of the Debt Free/Cash Free Price payable for the Sale Assets of the Sale Business to be sold by such Asset Seller, as shown in Column 5 of Part B of Schedule 1 (Sellers and Sale Shares, Sale Businesses and Cross-Group Loans);

(b) notwithstanding Article 2.7(a), where Bemis Common Stock is to be issued pursuant to Article 2.15:

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

4

(i) pay the Initial Asset Consideration to PPPI or to such person as it or the RTA Representative may direct for the PPPI Sale Business which is equal to the portion of the Debt Free/Cash Free price payable for the PPPI Sale Business as shown in Column 5 of Part B of Schedule 1 (Sellers and Sale Shares, Sale Businesses and Cross-Group Loans), after subtracting the value (expressed as the amount of cash in lieu of which Bemis Common Stock is to be issued in accordance with Article 2.15) of any Bemis Common Stock to be issued as consideration for the Sale Assets of PPPI in accordance with Article 2.15; and

(ii) issue such amount of Bemis Common Stock as payment in kind of the balance of such Initial Asset Consideration in accordance herewith and with the Share Purchase Agreement.

For the avoidance of doubt, the provisions of Article 2.7(b) are inapplicable as of the date of this Amended and Restated Agreement.

2.8 At Closing, as consideration for the sale of each of the Cross-Group Loans, if any, Bemis shall pay or cause to be paid to each Cross-Group Loan Seller, or to such person as the RTA Representative may direct, an amount in US dollars equal to the amount recorded in the Estimated Closing Statements in respect of the Cross-Group Loan(s) to be sold under this Agreement by that Cross-Group Loan Seller.

2.9 At Closing, as consideration for the transfer of the AP2F Patents in accordance with Article 1.15, Bemis will pay the AP2F Patents Purchase Price to AP2F or to such person as the RTA Representative may direct.

2.10 Part E of Schedule 13 (Tax) shall apply in respect of allocation of the consideration to Sale Assets. Subject to the other provisions of Schedule 13 (Tax), the allocations made in accordance with Part E of Schedule 13 (Tax) shall be adopted for all tax reporting purposes save as required by Law.

2.11 Subject to Articles 2.12 to 2.15 and to Article 16.11 the portion of the Final Consideration payable to each Share Seller in respect of the Sale Shares sold by it, to each Asset Seller in respect of the Sale Assets sold by it (other than the assumption of the Assumed Obligations of the relevant Sale Business) and to each Cross-Group Loan Seller in respect of the Cross-Group Loan(s) sold by it shall be determined following final agreement or determination of the Perimeter Closing Statements in accordance with Schedule 15 (Post Closing Financial Adjustments) (the Final Determination).  The portion of the Final Consideration so payable shall be determined by adjusting the relevant Initial Share Consideration or Initial Asset Consideration or Initial Cross-Group Loan Consideration by reference to the allocation of the adjusting payments set out in Part H of Schedule 15 (Post Closing Financial Adjustments) and making any further adjustments necessary to take account of any Intra Perimeter Balances.  Bemis shall prepare a draft allocation and provide it to the RTA Representative within twenty (20) Business Days of the Final Determination.  The RTA Representative shall have twenty (20) Business Days during which to notify Bemis in writing of any objection to the draft allocation. If the RTA Representative fails to make such notification, the draft allocation shall become the Final Business Allocation. If the RTA Representative makes such notification, the Final Business Allocation shall be determined following the procedure for determining the Final Allocation Schedule in Paragraphs 1.2 and 1.3 of Part E of Schedule 13 (Tax).  Subject to Schedule 13 (Tax), the allocations made in accordance with this Article shall be adopted for all tax reporting purposes save as required by Law.

2.12 Any payment made in satisfaction of a liability arising under a Claim, Indemnity Claim or Tax Claim or a Purchaser Obligation or under Article 3.5 shall be made on the following basis:

(a) if it is specifically referable to any member or members of a particular Target Sub-Group or particular Sale Shares or Sale Assets, it shall so far as possible adjust the consideration paid for the Sale Shares of the Target Holding Company of that Target Sub-Group or for such Sale Shares or Sale Assets, as applicable (for these purposes, for the avoidance of any doubt, any payment pursuant to Article 3.5 shall be specifically referable to the PPPI Sale Business); and

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

5

(b) otherwise, it shall adjust the consideration for the Sale Assets and the Sale Shares as the RTA Representative and Bemis agree to be appropriate in the circumstances or, in the absence of such agreement, it shall be divided between the Sale Assets and the Sale Shares in accordance with the Allocation Percentages.

2.13 If any payment made in satisfaction of a Claim, Indemnity Claim or Tax Claim under this Agreement or any payment pursuant to Article 3.5 or any adjustment pursuant to Article 2.11, Article 16, Schedule 15 (Post Closing Financial Adjustments) or Part E of Schedule 13 (Tax) or any Pensions Adjustment Amount would adjust pursuant to Article 2.12 the consideration for any Sale Shares or Sale Assets to less than US$1 then such payment and adjustment shall operate as follows:

(a) the consideration for the Sale Shares or Sale Assets concerned shall be reduced to US$1; and

(b) the balance of the required adjustment shall adjust the consideration for other Sale Shares and other Sale Assets on the basis that the RTA Representative and Bemis agree or, if they do not agree, it shall be divided between such Sale Assets and the Sale Shares in accordance with the Allocation Percentages (or, where the Allocation Percentages have not been determined, the Initial Consideration Percentages) (in each case as adjusted to exclude any Seller whose consideration cannot be further reduced) provided that, in each case, the price for any other Sale Shares or Sale Assets is not reduced to less than US$1.

2.14 If any payment made in satisfaction of a Claim, Indemnity Claim or Tax Claim under this Agreement or any adjustment pursuant to Schedule 15 (Post Closing Financial Adjustments) or Pensions Adjustment Amount would adjust the consideration for any Cross-Group Loan to less than US$1 then such payment and adjustment shall operate as follows:

(a) the consideration for the Cross-Group Loan concerned shall be reduced to US$1; and

(b) the balance of the required adjustment shall adjust the consideration for the Sale Assets and Sale Shares on the basis that the RTA Representative and Bemis agree or, if they do not agree, it shall be divided between the Sale Assets and the Sale Shares in accordance with the Allocation Percentages (or, where the Allocation Percentages have not been determined, the Initial Consideration Percentages).

2.15 In addition to the preceding provisions of this Article 2, the consideration payable under this Agreement for the PPPI Sale Business shall be established in accordance with the provisions of this Article 2.15:

(a) Subject to the terms and conditions of the Share Purchase Agreement, not later than seven (7) Business Days prior to Closing, Bemis may notify the RTA Representative (on behalf of PPPI), that at Closing it wishes to issue Bemis Common Stock in satisfaction of US$200 million or less in respect of the Initial Asset Consideration for the PPPI Sale Business to be purchased by it under this Agreement in lieu of part of the cash which it would otherwise become obligated to pay therefor at Closing and of the Final Consideration to be paid by it therefor, in each case, under the preceding provisions of this Article 2.

(b) The Common Stock to be issued pursuant to a notice given under Article 2.15(a) shall be valued for the purposes of this Article 2.15 in accordance with the terms and subject to the conditions of the Share Purchase Agreement and otherwise issued in accordance with such terms and subject to such conditions, provided, however, that to the extent that any Bemis Common Stock is issued pursuant to such notice but the Share Consideration (as defined in the Share Purchase Agreement) is reduced in value in accordance with Section 2.02(d) of the Share Purchase Agreement, such reduction in value shall not reduce the Initial Asset Consideration, Initial Share Consideration, Cross-Group Loan Purchase Price, Final Consideration or any other consideration payable by Xxxxx under this Agreement.

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

6

(c) Without prejudice to Article 2.15(b) and the terms and conditions of the Share Purchase Agreement (including Section 2.02 thereof), any Xxxxx Common Stock issued under this Article 2.15 shall be issued to PPPI or Rio Tinto International Holdings Limited or any of its Affiliates incorporated in England and Wales designated by PPPI (on behalf of PPPI) in lieu of part of the cash to which PPPI would otherwise have been entitled at Closing if this Article 2.15 had not been implemented.

For the avoidance of doubt, the provisions of Article 2.15 are inapplicable as of the date of this Amended and Restated Agreement.

2.16 Xxxxx shall procure that the payments to be made, and obligations to be performed, by the Designated Transferees pursuant to Article 2.11 and Schedule 15 (Post Closing Financial Adjustments) are duly made or performed as and when required.

2.17 The allocation of consideration among Sale Shares, Sale Assets and Cross-Group Loans pursuant to this Article will not increase or reduce the aggregate amount of the Final Consideration therefor.

ARTICLE 3.

CONDITIONS TO CLOSING; DIVESTED BUSINESS ARRANGEMENTS

3.1 Closing shall be conditional on the following conditions having been fulfilled or waived in accordance with this Agreement as at Closing:

(a) no Material Adverse Change having occurred and be continuing;

(b) the waiting period applicable to the review of the Proposed Transactions under the HSR Act being terminated or having expired;

(c) Mexican Federal Law on Economic Competition (FLEC) Compliance having been obtained;

(d) no Governmental Authority situated in the US, Brazil or Mexico and acting within its powers, having after the date of this Agreement promulgated a Law, issued a legally binding order or obtained an injunction from the courts of any such jurisdiction which remains in force which, in each case, specifically prohibits the Proposed Transaction as a whole and breach of which would render Closing of the Proposed Transaction as a whole void or voidable or render any party to this Agreement or any member of the Seller Group, the Xxxxx Group or the Target Group liable for a criminal offence;

(e) Xxxxx and each Designated Transferee being Solvent (individually and on a consolidated basis) immediately before, at and immediately after, and giving effect to, Closing and the incurrence of the financing under the Facilities Agreements (and any refinancing and other financing incurred or proposed to be incurred by Xxxxx and its Affiliates, including the incurrence of any obligations or guarantees and the grant of any security in connection therewith), as certified by Xxxxx’x Chief Financial Officer, as of the Closing Date; and

(f) for so long as the Investor’s Equity Commitment under the Share Purchase Agreement (as such terms are defined therein) has not been reduced to zero in accordance with its terms, the Share Purchase Agreement being in full force and effect other than as a result of a breach thereof by Xxxxx or the failure of any of the conditions in Sections 6.2(b), (d) or (f) thereof.

3.2 (a) The Condition specified in Article 3.1(e) may be waived in whole or part by notice in writing to Xxxxx from the RTA Representative.  The Conditions specified in Articles 3.1(a)  and 3.1(f) may be waived in whole or in part by notice in writing to the RTA Representative from Xxxxx. Each of the Conditions in

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

7

Articles  3.1(b), 3.1(c), and 3.1(d) may only be waived by agreement in writing between the RTA Representative and Xxxxx.

(b) It is recognized in relation to the Condition in Article 3.1(f) that as of the date of this Amended and Restated Agreement the Investor’s Equity Commitment under the Share Purchase Agreement (as such terms are defined therein) has been reduced to zero in accordance with its terms, no Xxxxx shares of common stock have been issued thereunder and the Share Purchase Agreement has been terminated.  Accordingly, the Condition in Article 3.1(f) can no longer be invoked.

(c) It is acknowledged and agreed that as of the date of this Amended and Restated Agreement and pursuant to the proposed final judgment filed by the United States Department of Justice on February 24, 2010 against Xxxxx, Rio Tinto plc and the RTA Representative as defendants with the United States Court for the District of Columbia and the hold separate stipulation and order entered by the United States Court for the District of Columbia against such parties on February 25, 2010 (together, in the form so filed and so entered, respectively, and attached hereto as Exhibit 12, the Consent Decree), the Condition in Article 3.1(b) has been satisfied and the Condition in Article 3.1(d) has been satisfied in relation to the United States Department of Justice with respect to the Competition Law of the United States.

3.3 Each of the RTA Representative and Xxxxx shall notify the other promptly upon becoming aware that any of the Conditions has been fulfilled or has become incapable of being fulfilled as at the Longstop Date.  In addition, the RTA Representative shall notify Xxxxx promptly upon becoming aware that a Material Adverse Change has occurred.  A party invoking failure of a Condition to its obligation to proceed with Closing under this Article 3 shall notify the other parties thereof and shall bear the burden of proof that the Condition has not been fulfilled and the failure of such Condition is capable of being invoked. The first Business Day in London on or by which all Conditions are fulfilled or waived in accordance with Article 3.1 is the Unconditional Date.

3.4 Xxxxx shall notify the RTA Representative promptly if it considers that a Material Adverse Change has occurred, is expected to occur or is threatened (including upon receipt of any notice or communication by any lender contemplated in Paragraph (b) of the definition of Material Adverse Change that a Material Adverse Change pursuant to Paragraph (b) of such definition has occurred, may occur or is threatened).

3.5 (a) Xxxxx undertakes to the RTA Representative to, and to cause the other members of the Xxxxx Group to, (i) comply in all respects with its obligations under the Consent Decree and use its respective commercially reasonable efforts to assist the RTA Representative and the other members of the Seller Group to comply in all respects with the Consent Decree, (ii) conduct the sale process of the portion of the Transferred Business required to be divested by it under the Consent Decree as in effect as of the date of this Amended and Restated Agreement (the Divested Business) in accordance with the Consent Decree, in good faith and in a manner reasonably designed to maximize the proceeds from such divestment and (iii) conclude such sale on such terms and conditions as it may deem acceptable in its sole discretion, provided that it acts in accordance with clauses (i) and (ii) above.  No member of the Seller Group may make any claim against any member of the Xxxxx Group arising out of or relating to such sale process, or fail to make any payment required by Article 3.5(b), so long as Xxxxx and the members of the Xxxxx Group have complied with the provisions of the preceding sentence.  The RTA Representative undertakes to Xxxxx to, and to cause the other members of the Seller Group to, use their commercially reasonable efforts to assist Xxxxx and the other members of the Xxxxx Group, at Xxxxx’ reasonable request and subject to applicable U.S. Competition Law, (A) to comply in all respects with their obligations under the Consent Decree, and (B) to conduct the sale of the Divested Business in accordance with clause (ii) of this Article 3.5(a), including, at Xxxxx’ reasonable request and subject to applicable U.S. Competition Law, (1) to provide to Xxxxx, prior to Closing, information regarding the Divested Business in a timely manner for the purposes of the prospective buyers’ due diligence investigation of the Divested Business and (2) to make reasonably available to Xxxxx for the same purposes, before and after Closing, the Seller Group’s internal personnel and external financial, accounting and legal advisors to respond to due diligence and other inquiries with respect to the Divested Business.  Nothing in this Article 3.5(a) shall require any Seller Group member to deliver or cause to be delivered any certificate, opinion or other similar document for the benefit of Xxxxx, its Affiliates or the purchasers or prospective purchasers of the Divested Business or shall give rise to any direct or indirect responsibility of any

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

8

Seller Group member to any such purchasers or prospective purchasers.  No member of the Seller Group shall incur any Liability or Costs to any member of the Xxxxx Group and no member of the Xxxxx Group shall be released from any of its obligations hereunder as a result of any failure or delay of any member of the Seller Group in providing or causing to be provided any assistance to Xxxxx in accordance with the two preceding sentences of this Article 3.5(a); provided that the RTA Representative shall not breach its obligations under the second preceding sentence in bad faith and arbitrarily.

(b) Upon completion of the sale of the Divested Business either by Xxxxx in accordance with Article 3.5(a) or by a court appointed trustee, in each case in accordance with the Consent Decree, (i) the RTA Representative shall pay or cause to be paid to Xxxxx (on behalf of the Designated Transferees of the Divested Business) in accordance with the procedures provided in Article 3.5(d) *** of the amount, if any, by which *** (the Reference Value) exceeds the Divested Business Sale Price, subject to the cap provided in Article 3.5(c), or (ii) Xxxxx shall pay or cause to be paid to the RTA Representative (on behalf of PPPI) in accordance with the procedures provided in Article 3.5(d) *** of the amount, if any, by which the Divested Business Sale Price exceeds the Reference Value.  Additionally, the RTA Representative shall pay or cause to be paid to Xxxxx (on behalf of the Designated Transferees of the Divested Business) in accordance with the procedures provided in Article 3.5(d) *** of the sum of (A) the actual out-of-pocket customary transaction costs incurred by the Xxxxx Group and any court appointed trustee for the sale of the Divested Business under the Consent Decree, including financial advisory, accounting and legal costs (but excluding the Xxxxx Group’s internal management and other internal costs) and the costs for such court appointed trustee, but excluding any financial advisory costs incurred by any such court appointed trustee, (B)  the actual out-of-pocket financial advisory costs incurred by any such court appointed trustee, (C) the costs related to remuneration and benefits, including retention and other incentives, for the general manager hired to manage the Divested Business pending such sale and (D) the costs related to remuneration and benefits, including retention and other incentives, for certain non-Plant-level employees (other than such general manager) hired to manage the Divested Business pending such sale, in each case of clauses (A) to (D) reasonably incurred by Xxxxx or its Designated Transferees in connection with Xxxxx’ compliance with the Consent Decree and documented to the reasonable satisfaction of the RTA Representative; provided that such costs shall not include any financial advisory, accounting, legal or other costs incurred in connection with or allocable to the transactions other than the sale of the Divested Business.

(c) The aggregate amount to be paid or cause to be paid by the RTA Representative under clause (i) of Article 3.5(b)  and under the second sentence of Article 3.5(b) in respect of the costs under clauses (B) and (D) thereof shall in no case exceed  *** provided, however, that any amounts to be paid or cause to be paid by the RTA Representative pursuant to the second sentence of Article 3.5(b) in respect of the costs clauses (A) and (C) thereof shall not be subject to this *** cap.

(d) Divested Business Sale Price means the amount of aggregate cash and the fair market value of non-cash consideration received by the Xxxxx Group with respect to the Divested Business, provided that such amount shall be (i) adjusted upwards or downwards for any price adjustment payment made to or by the Xxxxx Group, respectively, under the terms of any definitive sale agreement between Xxxxx and/or its Designated Affiliates and such purchaser; (ii) reduced by the amount of any indemnification payment actually made by the Xxxxx Group to the purchaser of the Divested Business under the terms of any definitive sale agreement between Xxxxx and/or its Designated Affiliates and such purchaser (other than with respect to claims related to the Xxxxx Group’s willful or intentional breach of such definitive agreement or fraud) for which Xxxxx is not entitled to indemnity pursuant to the terms of this Agreement (including as  a result of the limitations on the Sellers’ liability under Schedule 5 (Limitations on Liability) and the other provisions in this Agreement); provided that if any such indemnification payment is also owed to a purchaser of the Divested Business by a member of the Seller Group in accordance with the terms of the Consent Decree, Xxxxx shall make or cause another member of the Xxxxx Group to make payment of the full amount of such indemnification payment to such purchaser; (iii) in the event of prepayment, early purchase, buy-out or early termination of any of the Divested Business Lease Arrangements with respect to the leased property of the Plant in Catoosa, Oklahoma and the Leased Equipment used exclusively in the Divested Business only, reduced by *** of

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

9

the actual payments made by the Xxxxx Group in respect of such prepayment, early purchase, buy-out or early termination; it being understood that (x) such payments shall not exceed the contractually stipulated amounts under the Divested Business Lease Arrangements as of the date of this Amended and Restated Agreement and (y) this clause (iii) shall not apply if new or amended leases are entered into in respect of such leased property or Leased Equipment or if such leased property or Leased Equipment is otherwise refinanced or replaced; and (iv) calculated without deduction for any costs for any court appointed trustee for the sale of the Divested Business or any other transaction or other costs whatsoever in relation to the holding separate or sale of the Divested Business, even if any such amounts are deducted from the proceeds of such sale rendered to Xxxxx pursuant to the Consent Decree or otherwise.  The portion of the aggregate consideration received by Xxxxx equal to the amount referred to in clause (iii) of the preceding sentence shall be retained by Xxxxx and there shall be no further adjustment or payment in respect of the remaining *** of such payments or in respect of any other payments made by the Xxxxx Group in order to obtain or no longer require any Third Party Consents.

(e) Within sixty (60) Business Days following completion of the sale of the Divested Business pursuant to the Consent Decree, Xxxxx shall provide the RTA Representative notice of the Divested Business Sale Price and any costs contemplated in clauses (A) to (D) of the second sentence of Article 3.5(b), documented to the reasonable satisfaction of the RTA Representative, and a calculation of the amount payable pursuant to Articles 3.5(b) and (c) and the amount payable by the RTA Representative to Xxxxx or by Xxxxx to the RTA Representative in accordance with such Articles.  Within thirty (30) Business Days following any price adjustment or indemnification payment giving rise to an increase or reduction of the Divested Business Sale Price in accordance with Article 3.5(d)(i) or (ii), Xxxxx shall provide the RTA Representative notice of the price adjustment or indemnification payment (documented to the reasonable satisfaction of the RTA Representative), the corresponding adjustment to the Divested Business Sale Price, a recalculation of the amount payable pursuant to Articles 3.5(b) and (c) and the amount of an adjustment payment by the RTA Representative to Xxxxx or by Xxxxx to the RTA Representative necessary to reflect the agreements set forth in Articles 3.5(b) and (c) based on such reduced Divested Business Sale Price.  Within thirty (30) Business Days following receipt of such notice under the first or second sentence of this Article 3.5 (e), including reasonably satisfactory documentation of the amounts and calculations therein, the RTA Representative shall pay or cause to be paid to Xxxxx (on behalf of the Designated Transferee of the Divested Business) or, as applicable, Xxxxx shall pay or cause to be paid to the RTA Representative (on behalf of PPPI) the amount initially owed by it under Articles 3.5(b) and (c) or any required adjustment payment in respect thereof, as applicable, provided that such amounts are not at such time being contested in good faith in appropriate proceedings.

(f) Without prejudice to Article 3.5(b) to (e) but without any further Liability or Cost to any member of the Seller Group,  ***.

(g) Without prejudice to Article 3.5(i), the provision of Article 3.5(b) shall only apply to the sale of the entire ownership interest in the Divested Business pursuant to the Consent Decree.

(h) The provisions of Article 3.5(b) shall not apply to the sale of any portion of the Xxxxx Group that is not required to be sold by the Consent Decree and, in the event such additional assets are sold as part of a single transaction with the sale of the Divested Business in accordance with the Consent Decree, the Xxxxx Group shall allocate reasonably and in good faith the purchase price received in connection with such sale to the Divested Business and any such additional portion of the Xxxxx Group that is sold.  The costs referred to in clause (A) of the second sentence of Article 3.5(b) shall be similarly allocated to the Divested Business and any such additional portion of the Xxxxx Group and only the portion allocated to the Divested Business shall be used for the application of the second sentence of Article 3.5(b) in respect of the costs under clause (A) thereof.  Xxxxx shall prepare (or cause to be prepared) and deliver to the RTA Representative within thirty (30) Business Days following such divestiture a statement setting forth the allocation of the aggregate consideration received upon for such divestiture and the related costs referred to above to the Divested Business and such additional portion of the Xxxxx Group.  If the RTA Representative disputes such allocation within twenty (20) Business Days of its receipt thereof, the Xxxxx Group and the RTA Representative shall seek to resolve such matter in

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

10

good faith negotiations, provided that if such matter cannot be resolved within thirty (30) days following the RTA Representative’s notice disputing such allocation, the matter shall be submitted to an international recognized independent valuation firm mutually selected by Xxxxx and the RTA Representative for final resolution.  The decision of such valuation firm shall be final.  Adjustments to such consideration and indemnification payments shall only be allocated to the Divested Business to the extent they are specifically referable to the Divested Business for purposes of determining the Divested Business Sale Price as determined reasonably and in good faith.  Further, no payments in respect of any lease or other contract prepayments, early purchases, buy-outs or early termination and no payments made in order to obtain or no longer require any Third Party Consents relating to any additional portion of the Xxxxx Group sold (other than the Divested Business) shall be taken into account in determining the allocation of the purchase price received to such additional portion of the Xxxxx Group.

(i) If the Consent Decree is modified by and with the agreement of the parties thereto to permit the Xxxxx Group to sell less than the Divested Business, then Xxxxx shall prepare (or cause to be prepared) and deliver to the RTA Representative within thirty (30) Business Days following such modification a statement setting forth an adjustment to the Reference Value to reflect the reduced Divested Business.  Such adjustment shall be calculated reasonably and in good faith.  If the RTA Representative disputes such adjustment within twenty (20) Business Days of its receipt thereof, the Xxxxx Group and the RTA Representative shall seek to resolve such matter in good faith negotiations, provided that if such matter cannot be resolved within thirty (30) Business Days following the RTA Representative’s notice disputing such adjustment, the matter shall be submitted to an international recognized independent valuation firm mutually selected by Xxxxx and the RTA Representative for final resolution.  The decision of such valuation firm shall be final.

(j) In the event of the sale of the Divested Business to more than one purchaser in accordance with the Consent Decree, the provisions of this Article 3.5(b) shall apply but only once and after the sale of the entire Divested Business has been completed and in the aggregate for all sales that shall have resulted in the entire Divested Business having been sold (and the determination of the Divested Business Sale Price and the costs provided in clauses (A) to (D) of the second sentence of Article 3.5(b), shall be calculated in the aggregate after the completion of the last sale that shall have resulted in the entire Divested Business having been sold).

(k) Each of the RTA Representative (for itself and on behalf of PPPI) and Xxxxx (for itself and on behalf of the Designated Transferees of the Divested Business) definitively waives and relinquishes any right of set-off or counterclaim, deduction or retention which it might otherwise have against any payment owed by it under this Article 3.5.

3.6 (a) In addition to the Sellers’ Guaranteed Obligations, AHS unconditionally and irrevocably guarantees to Xxxxx and to each Designated Transferee of the Sale Assets relating to the Divested Business pursuant to this Agreement the due and punctual performance and observance by the RTA Representative and any other member of the Seller Group of all its obligations under or pursuant to Article 3.5 (Divested Business Guaranteed Obligations).

(b) If and whenever any member of the Seller Group defaults for any reason whatsoever in the performance of any of its Divested Business Guaranteed Obligations, AHS shall as soon as reasonably practicable unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the relevant Divested Business Guaranteed Obligations.

(c) This guarantee shall be a continuing guarantee and accordingly remain in force until all the Divested Business Guaranteed Obligations shall have been performed or satisfied and shall be in addition to and without prejudice to and not in substitution for any rights or security which Xxxxx or any member of the Xxxxx Group may now or hereafter have or hold for the performance and observance of the Divested Business Guaranteed Obligations.

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

11

(d) As a separate and independent obligation, AHS agrees that any of the Divested Business Guaranteed Obligations (including, any moneys payable) which may not be enforceable against or recoverable from the relevant member of the Seller Group by reason of any legal limitation, disability or incapacity of that member of the Seller Group or any other fact or circumstances (other than any provision of this Agreement) shall nevertheless be enforceable against and recoverable from AHS as though the same had been incurred by AHS and AHS was the sole or principal obligor in respect thereof.

(e) The liability of AHS under this Article 3.6 shall not be discharged, released, diminished or impaired by:

(i) any variation of any of the Divested Business Guaranteed Obligations;

(ii) any amendment, variation or assignment of this Agreement;

(iii) any winding up, dissolution, reconstruction, legal limitation, incapacity or lack of corporate power or authority or other circumstances affecting any member of the Seller Group (or any act taken by any member of the Seller Group in relation to any such event); or

(iv) any other act, event, neglect or omission (whether or not known to any member of the Seller Group or AHS) which would or might (but for this Article 3.6) operate to impair or discharge the liability of AHS or afford AHS or any of the Sellers any legal or equitable defence.

ARTICLE 4.

PRE-CLOSING UNDERTAKINGS

Conduct of the Transferred Business

4.1 (a) This Article 4.1 shall not apply to any action or failure to act:

(i) which is required to comply with any Law;

(ii) which is required or expressly permitted by the terms of this Agreement or any other Transaction Document;

(iii) which is described in reasonable detail in any budget or business plan referred to in the Disclosure Letter;

(iv) with respect to the matters described in Article 4.2; or

(v) which has been approved in writing by Xxxxx (such approval shall not be unreasonably withheld or delayed).

(b) From the date of this Agreement until Closing:

(i) each of the Share Sellers shall procure that the Target Companies being sold by it shall (A) carry on business in all material respects in the ordinary course, and (B) comply with the obligations set out in Schedule 7 (Conduct of the Transferred Business Pre-Closing); and

(ii) each of the Asset Sellers shall carry on in the ordinary course the Sale Business to be sold by it under or pursuant to this Agreement and, in relation to such Sale Business, shall comply with the obligations set out in Schedule 7 (Conduct of the Transferred Business Pre-Closing).

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

12

(c)           In so far as permissible under applicable Law and without prejudice to the generality of Article 4.1(a), from the date of this Agreement until and including the Closing Date, the RTA Representative shall keep Xxxxx reasonably informed in relation to all material new business or financial developments concerning the Target Companies and the Asset Sellers (in so far as such developments relate to Sale Assets).

(d)           Nothing contained in this Article 4.1 or in Schedule 7 (Conduct of the Transferred Business Pre-Closing) shall confer on Xxxxx, directly or indirectly, any rights to control or direct any part of the operations of any Asset Seller or any member of the Target Group prior to Closing.

4.2           Notwithstanding anything to the contrary in Article 4.1 or in Schedule 7 (Conduct of the Transferred Business Pre-Closing), no member of the Seller Group or the Target Group shall be required to notify or consult with Xxxxx or be required to obtain Xxxxx’x consent in relation to, or incur any liability as a result of effecting, any of the following on or prior to Closing:

(i)            the making or repayment of any loan on commercially reasonable terms to or by any member of the Target Group (other than any making or repayment of any loan which would or would reasonably be expected to result in a violation of the “clear market” provision of the Commitment Letter forming part of the Facilities Agreements or any other financing Xxxxx obtains in connection with consummating the Proposed Transactions in accordance with Article 4.8 and on customary market terms); or

(ii)           any act, conduct or transaction required or expressly permitted by this Agreement or any other Transaction Document, including all items listed in Schedule 14 (Cross-Group Debt) which the parties have agreed to pursue in good faith.

Cooperation and Approvals

4.3           Each of the RTA Representative and Xxxxx shall cooperate and use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill as promptly as practicable the Conditions, provided that the parties’ respective obligations with respect to the Antitrust Approvals are set out exclusively in Article 4.5.

4.4           (a)           Without limiting the generality of the foregoing Article 4.3, Xxxxx shall make within all the necessary time limits and diligently pursue all filings and submissions (other than those related to Antitrust Approvals which are governed by Article 4.5) required by any applicable Laws for the consummation of the Proposed Transactions that may be required to avoid a failing of the Condition in Article 3.1(d) and shall comply with its obligations under this Article 4.4.  With respect to matters other than Antitrust Approvals which are governed by Article 4.5, the parties shall use their reasonable best efforts and cooperate with each other to ensure that all information necessary or desirable for making (or responding to any requests for further information following) any notification or filing made in respect of the Proposed Transactions, or any matter contemplated by this Agreement, is supplied to the appropriate party to enable it to prepare such notification or filing (or response to any information request) and that such notifications, filings and responses to any information requests are properly, accurately and promptly made and in any event in accordance with any applicable time limit laid down by applicable Law, or set by the relevant regulatory authority, or any extension permitted thereby, and that any confidential information belonging to either party contained in all such notifications, filings and responses is appropriately marked as being confidential such that it cannot be disclosed to any third party without the prior consent in writing of the disclosing party, except as permitted under applicable Law.

(b)           Further, without limiting the generality of Article 4.3, the RTA Representative and Xxxxx shall cooperate and use their respective reasonable best efforts to have any Law repealed and any order or injunction lifted that would result in the failing of the Condition in Article 3.1(d), and Xxxxx shall in good xxxxx xxxxxxx, agree to and perform all undertakings (other than those related to Antitrust Approval which are governed by Article 4.5) required to do so, but shall not be required to agree to any remedy which, strategically or financially, could

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

13

reasonably be expected to give rise to a material adverse effect on (A) the Transferred Business, (B) Xxxxx’x existing operations or (C) the prospects of the combined business of the Transferred Business and Xxxxx’x existing operations, as determined by Xxxxx acting reasonably and in good faith and not arbitrarily.

4.5           With respect to Antitrust Approvals:

(a)           Xxxxx undertakes to the RTA Representative as follows:

(i)            As soon as reasonably practicable following the date of this Agreement, Xxxxx shall submit to the Competent Authorities all filings, applications, notifications and supporting materials and information, duly completed in each case, to the extent required by Law or by a Competent Authority to support an application for an Antitrust Approval. This Article 4.5(a)(i) shall not be breached by a failure to submit information required from the RTA Representative which the RTA Representative has not supplied to Xxxxx or its legal advisers.

(ii)           Subject to Article 4.5(a)(iii), Xxxxx shall promptly provide the RTA Representative or Xxxxxxxx & Xxxxxxxx LLP and Freshfields Bruckhaus Xxxxxxxx LLP, copies of all materials referred to in Article 4.5(a)(i) (including complete copies of all filings), and of all other written communications to any Competent Authority, before they are submitted, to give the RTA Representative a reasonable opportunity to comment on such materials and communications and Xxxxx shall not file or submit any such materials or communications except after the RTA Representative has approved their contents (such approval not to be unreasonably withheld or delayed); provided, however, that the RTA Representative’s rights to consent under this Article 4.5(a)(ii) shall not be construed to modify Xxxxx’x rights or obligations under Article 4.5(a)(ix) with respect to such commitments, undertakings or remedies in respect of any such materials or communications regarding any commitments or undertakings of Xxxxx to any Competent Authority or any other remedies of Xxxxx contemplated in Article 4.5(a)(ix).

(iii)          Any materials referred to in Article 4.5(a)(i) which contain information which is materially commercially sensitive to Xxxxx’x existing business may be supplied under Article 4.5(a)(ii) to legal advisers designated by the RTA Representative on a “counsel to counsel” basis rather than to the RTA Representative.  Likewise, any materials referred to in Article 4.5(a)(i) which contain information which is materially commercially sensitive to the Seller Group’s existing business (including the Transferred Business) may be supplied to Xxxxx legal advisers on a “counsel to counsel” basis rather than to Xxxxx.

(iv)          Xxxxx shall request, in all applications to any of the Competent Authorities, that the Competent Authority should issue all written communications concerning the applications to Xxxxx and the RTA Representative simultaneously, unless such communications may contain commercially sensitive information of Xxxxx’x existing business.

(v)           Subject to Article 4.5(a)(vi), immediately upon receipt by Xxxxx or any of their advisors of any written or material oral communication (including any communication regarding the possibility of a Second Request or undertakings requested or that may be requested by the Competent Authority) concerning any of the relevant applications, Xxxxx shall send a copy or transcript of the communication to the RTA Representative.

(vi)          Any communication referred to in Article 4.5(a)(v) which contains information which is materially commercially sensitive to Xxxxx’x existing business may be dealt with in the manner referred to in Article 4.5(a)(iii).

(vii)         Xxxxx shall provide the legal advisors designated by the RTA Representative with reasonable prior notice and an opportunity to participate in any unwritten communication with any Competent Authority, including any face-to-face meeting, which may be relevant to any of the Antitrust Approvals.

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

14

(viii)        Xxxxx shall respond promptly to all requirements and requests from any Competent Authority for further information relating to any application Xxxxx has made seeking an Antitrust Approval and Xxxxx shall in response promptly supply in good faith information to the Competent Authority that Xxxxx believes having taken all due care to ensure that the same is complete and accurate. This Article 4.5(a)(viii) shall not require Xxxxx to submit information required from the RTA Representative which the RTA Representative has not supplied to Xxxxx or its legal advisers.

(ix)           Xxxxx shall in good faith seek to obtain the Antitrust Approval sought by each application Xxxxx has made, including by proposing, not later than ninety (90) days following the start of a Second Request, to give commitments or undertakings to the Competent Authority which shall resolve any competition issues identified by such Competent Authority or which are otherwise required in order to obtain the relevant Antitrust Approval and, if the proposal is accepted, shall enter into and perform such commitments.  Any such proposed commitments or undertakings shall be prepared and negotiated by Xxxxx acting reasonably and in good faith and not arbitrarily.  Xxxxx shall proffer, agree to and perform all remedies and undertakings required to resolve any competition issues identified by the Competent Authority which are required in order to obtain the relevant Antitrust Approval, but shall not be required to agree to any remedy which, strategically or financially, could reasonably be expected to give rise to a material adverse effect on (A) the Transferred Business, (B) Xxxxx’x existing operations or (C) the prospects of the combined business of the Transferred Business and Xxxxx’x existing operations, as determined by Xxxxx acting reasonably and in good faith and not arbitrarily.

(b)           The RTA Representative undertakes to Xxxxx on behalf of the Sellers as follows:

(i)            As soon as reasonably practicable following the date of this Agreement, the RTA Representative shall submit to the Competent Authorities its own filings, applications, notifications and supporting materials and information, duly completed in each case, to the extent required by Law or by a Competent Authority to support an application for an Antitrust Approval for the sale of the Target Companies and the Sale Businesses and provide a copy to Xxxxx promptly after filing. This Article 4.5(b)(i) shall not be breached by a failure to submit information required from Xxxxx which Xxxxx has not supplied to the RTA Representative or its legal advisers.

(ii)           In relation to these filings, the RTA Representative shall observe the undertakings in Article 4.5(a)(ii) through (a)(viii) as if references in those Paragraphs to Xxxxx were references to the RTA Representative, references to the RTA Representative were references to Xxxxx and in the case of 4.5(a)(ii), as if references to Xxxxxxxx & Xxxxxxxx LLP and Freshfields Bruckhaus Xxxxxxxx LLP were references to Xxxxx and XxXxxxxx LLP; and

(iii)          The RTA Representative shall not contact any Competent Authority, regarding the Antitrust Approval either in writing or orally without Xxxxx’x legal advisors prior consent (not to be unreasonably withheld or delayed) and with their participation.

4.6           Without prejudice to Article 4.3 and, in respect of the Shelbyville Food Site, Article 4.12(e):

(a)           Xxxxx and the RTA Representative shall cooperate and each shall use their respective commercially reasonable efforts and procure that each Xxxxx Group member or Seller Group member, as applicable, uses commercially reasonable efforts to obtain prior to Closing (i) all material Governmental Consents (to the extent transferable by applicable Law); (ii) all other material authorizations, approvals, agreements of novation, consents or waivers from third parties other than Governmental Authorities (A) without which any material Sale Asset or Assumed Obligation (or the benefit or burden of any Sale Asset or Assumed Obligation) cannot be sold, assigned, subleased, transferred, conveyed or delivered to or assumed by Xxxxx or any Designated Transferee or (B) which are otherwise required for the execution, delivery or performance of this Agreement or any Transaction Document or otherwise in

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

15

connection with the Proposed Transactions (each, a Non-Governmental Consent and, together with Governmental Consents, Third Party Consents); and (iii) in respect of Business Leased Real Property, (A) a return  from the relevant landlord of the original of any letter of credit posted by an Asset Seller as a security deposit or other security under the relevant Lease in exchange for the posting of a new replacement letter of credit  by or on behalf of Xxxxx or a member of the Xxxxx Group in favor of the relevant landlord, effective as of the Closing Date (it being understood that any such security deposits that are cash deposits shall remain in place for the benefit of Xxxxx or the relevant Designated Transferee, as applicable, and shall not be reimbursed to the relevant Seller Group member, without prejudice to the provisions of Schedule 15 (Post Closing Financial Adjustments)), and (B) to the extent that an Asset Seller’s obligations under a Lease are guaranteed by any person which is not a Target Company, a release from the relevant landlord of any such guarantor in exchange for a guarantee to be provided by Xxxxx or a Designated Transferee as a replacement guarantor; provided, however, that in respect of each of clauses (i), (ii) and (iii), no member of the Seller Group or any of their respective Affiliates shall be required to pay any consideration therefor or be obligated to make any commitment or incur any Liability or Cost in relation therewith, and provided further that any payment or commitment made or Liability or Cost assumed or incurred by the RTA Representative or any member of the Target Group or Asset Seller shall be assumed by Xxxxx as an Assumed Obligation without any adjustments to the Final Consideration.  The undertakings under this Article 4.6(a) (i) shall not be construed to constitute any undertaking by the RTA Representative to procure that any such Third Party Consents are in fact obtained and (ii) do not apply to the agreements or licences for which provision is made in Schedule 11 (Information Technology).

(b)           Notwithstanding anything to the contrary contained in this Agreement, neither this Agreement nor any instrument of transfer or other document delivered to Xxxxx at or prior to Closing shall constitute an assignment, sublease, transfer, conveyance or delivery of any Sale Contract, Lease, Governmental Consent or any other Sale Asset if the assignment, sublease, transfer, conveyance or delivery or attempted assignment, sublease, transfer, conveyance or delivery would violate applicable Law or constitute a breach of contract or require any unavailable Third Party Consents.

(c)           Closing shall not be conditional on the obtaining of any Third Party Consent (irrespective of its materiality) except as expressly provided in Article 3.1.  To the extent that any Third Party Consent cannot be obtained prior to Closing, the provisions of Article 4.12(e) (in respect of the Shelbyville Property only) and Part F of Schedule 8 (Closing and Post-Closing Arrangements) shall apply and any Material Deliverable shall only be required to be delivered at Closing to the extent that any such Third Party Consent required therefor has been obtained.

Financial Statements

4.7           (a)           The Sellers shall use their respective reasonable commercial efforts to deliver to Xxxxx the Transferred Business Quarterly Carve-out Accounts within sixty (60) days following the end of any fiscal quarter that occurs prior to the Closing Date or, with respect to those for the period ending December 31, 2009 (and which will be in the format of annual financial statements as of and for the year ended on such date), by April 30, 2010.

(b)           If the Sellers do not deliver the Transferred Business Quarterly Carve-out Accounts for any fiscal quarter within the period required under the preceding sentence, Xxxxx shall have the right to engage and provide additional resources to the Sellers, at its Cost, in order to facilitate and expedite the preparation of such Transferred Business Quarterly Carve-out Accounts under the direction and supervision of the appropriate accounting officers of the Seller Group and subject to agreeing to the confidentiality provisions of  Article 26.  Such additional resources shall consist exclusively of members of an internationally recognized accounting firm selected by Xxxxx with the prior written consent of the RTA Representative, which shall not be unreasonably withheld or delayed, and subject to any auditor independence or engagement requirements and procedures applicable to the Seller Group under or pursuant to applicable U.S. and other Laws and accounting rules and regulations.  The Sellers shall give to the additional resources so provided by Xxxxx all access (during business hours) to the offices,

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

16

properties, books and  records of the Seller and its Affiliates relating to any of the Target Companies and the Sale Businesses that is reasonably required for their assistance in the preparation of such Transferred Business Quarterly Carve-out Accounts, provided that such access shall not include access to competitively sensitive information relating to other assets and operation of the Sellers and their Affiliates, shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of any Seller Group member and will be subject to compliance of such resources with the confidentiality provisions of Article 26.  The recourse under of this Article 4.7(b) shall be Xxxxx’x exclusive remedy under this Agreement for any delay by the Sellers in providing any Transferred Business Quarterly Carve-out Accounts and no member of the Seller Group shall have any liability therefor hereunder or under any Transaction Document.

(c)           Upon delivery thereof to Xxxxx, the Sellers undertake that the Transferred Business Quarterly Carve-out Accounts (i) shall have been prepared from the books of account and ledgers of each of the Target Group and, insofar as they relate to the Sale Businesses, of the Seller Group, and (ii) shall present fairly, in all material respects, the combined financial position, results of operations and cash flows and changes in comprehensive income (loss) and invested equity of the Transferred Business, taken as a whole (without giving effect to the exclusion from the Transferred Business of the Excluded Obligations pursuant to, or any other terms of, this Agreement or the Transaction Documents, including Xxxxx acquiring the Medflex Operations Conducted at Food Americas Plants but not acquiring any part of the business of the Asheville plant or certain assets of the Neenah Technical Center), as of the dates thereof and for the periods covered thereby in accordance with GAAP applied on a consistent basis across the periods covered thereby (except for required changes in GAAP as disclosed in the notes thereto or other changes in GAAP that are not material to such accounts), taking into account and subject to (x) the rules applicable to “carve-out” accounts, including Staff Accounting Bulletin Topic 1.B.1 (SAB No. 55), and the related statements in the notes to such Transferred Business Quarterly Carve-out Accounts, (y) the fact (other than in the case of any such financial statements in the format of annual financial statements as of and for the year ended December 31, 2009) that they are interim condensed financial statements in accordance with Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission, including the absence of certain footnotes therefrom, and (z) (other than in the case of any such financial statements in the format of annual financial statements as of and for the year ended December 31, 2009) ordinary year-end adjustments, which, at the time of delivery of such Transferred Business Quarterly Carve-out Financial Statements, assuming the Proposed Transactions had not been completed at the time of such adjustments, would not reasonably be expected to be material, individually or in the aggregate.

Financing

4.8           (a)           Xxxxx shall comply with its obligations under, and shall use its best efforts to maintain its rights under the Facilities Agreements and the Share Purchase Agreement (and any equity subscription or underwriting agreement that it may enter into in order to substitute the equity financing thereunder for that under the Share Purchase Agreement, referred to herein as the Equity Underwriting) in full force and effect, shall not cancel the commitments thereunder and shall not permit any amendment or modification, termination, replacement, restatement, cancellation or other change to be made to such Facilities Agreements or any such Equity Underwriting, or take any action, which would:

(i)            reduce the aggregate amount of the financing committed or available thereunder;

(ii)           reduce the period of time for which funds remain available to be drawn;

(iii)          make the conditions to advancement of any such funds more onerous or less likely to be fulfilled;

(iv)          prevent, impede or delay Xxxxx’x entitlement or ability to draw funds thereunder in sufficient time and in sufficient amounts to enable it to fulfill its payment obligations under this

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

17

Agreement, including to pay, or cause to be paid, to the Sellers the amounts specified in Article 2 (Consideration) at Closing and otherwise to achieve Closing as required by this Agreement; or

(v)           conflict with or adversely affect any rights of any Seller Group member under this Agreement, the Share Purchase Agreement or any Transaction Document;

provided, however, that Xxxxx shall not have violated its obligations under this Article 4.8(a) if Xxxxx (i) provides reasonable prior notice to the RTA Representative of any action it proposes to take or any event, fact or circumstance that would be restricted by the foregoing provisions of Article 4.8(a), and (ii) demonstrates in writing to the satisfaction of the RTA Representative (as confirmed by the RTA Representative to Xxxxx in writing) that it has sufficient other available funds to satisfy its payment obligations at Closing and (iii) so satisfies its payment obligations at Closing.

(b)           Xxxxx undertakes to the RTA Representative, the Share Sellers, the Asset Sellers and the Cross-Group Loan Sellers to take all action necessary or desirable to enable it to draw on and otherwise enforce the Facilities Agreements and any Equity Underwriting amounts sufficient to enable Xxxxx to fulfill its obligations under this Agreement and to achieve Closing.

(c)           Subject to Article 3.1(a) with respect to a Material Adverse Change, under Paragraph (b) of the definition thereof (i) Xxxxx shall not be entitled to delay Closing in order to draw amounts under the Facilities Agreements or any Equity Underwriting or issue shares of Xxxxx Common Stock under the Share Purchase Agreement and (ii) lack of funds or third party financing, including as a result of funding not occurring under the Facilities Agreements, any Equity Underwriting or the Share Purchase Agreement shall not relieve, in whole or in part, Xxxxx from any of its payment or other obligations hereunder, including to pay, or cause to be paid to the Sellers, the amounts specified in Article 2 at Closing.

(d)           Without prejudice to PPPI’s obligations under the Share Purchase Agreement and notwithstanding anything to the contrary in this Agreement, no member of the Seller Group (and none of its respective directors, officers, employees or agents) shall have or incur any Liabilities or Costs (whether to Xxxxx or any third party, including any holders from time to time of any debt or equity securities of Xxxxx or any Xxxxx Group member) in relation with any financing sought or obtained by any Xxxxx Group member to enable Xxxxx to fulfill its obligations under this Agreement and achieve Closing, or in relation with any public or other disclosures made or information provided by Xxxxx or any Xxxxx Group member in relation to the Proposed Transactions, the Target Group, the Sale Businesses, this Agreement or any Transaction Document except to the extent that such member of the Seller Group engages in fraud or willful misconduct and such fraud or willful misconduct is the sole and direct cause of such Liabilities or Costs.  Xxxxx hereby releases and discharges each Seller Group member (and its respective directors, officers, employees and agents) from, and shall indemnify and keep each Seller Group member (and each of its respective directors, officers, employees and agents) indemnified against, all such Liabilities and Costs, including Liabilities and Costs under applicable securities Law, except to the extent that such member of the Seller Group engages in fraud or willful misconduct and such fraud or willful misconduct is the sole and direct cause of such Liabilities or Costs.

(e)           Without prejudice to any other provision in this Article 4.8 or Article 37 (Further Assurances and Certain Covenants), if any of the lenders party to the Facilities Agreements shall have failed on or prior to the date that would otherwise have been the Closing Date to make available any financing thereunder to Xxxxx for any reason other than solely as a direct result of a properly invoked Material Adverse Change, under Paragraph (b) of the definition thereof herein, Xxxxx shall promptly enforce and diligently pursue all its rights and remedies under the Facilities Agreements, as applicable, and take at its own expense any and all actions that are reasonably necessary or advisable to enforce the obligations of such lenders to provide such financing, including (at any time and, if such financing has not been provided within two calendar months from the date that would otherwise have been the Closing Date, in any case not later than the expiration of that two calendar month period), instituting suit, arbitration or other legal action or proceeding against such lenders, and shall not cease to pursue such

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

18

rights and remedies, including such suit, arbitration or other legal action or proceeding, until a final unappealable judgment or award is obtained thereon or settlement is reached in accordance with the next sentence.  Xxxxx shall not, without the prior written consent of the RTA Representative, settle, compromise or offer to settle or comprise any claims in connection with any such suit, arbitration or any other legal action or proceeding.

(f)            Nothing in this Article 4.8 shall release or delay Xxxxx’x obligations under this Agreement to achieve Closing or have any effect on the terms and provisions of Article 9 (Termination).

(g)           The provisions of this Article 4.8 and of Paragraph 3 of Schedule 6 (Purchaser’s Warranties) shall also apply to any refinancing of or alternative financing to the financing contemplated under the Facilities Agreements or any Equity Underwriting that Xxxxx or its Affiliates may obtain, subject to the RTA Representative’s prior written consent (not to be unreasonably withheld or delayed, provided that the RTA Representative and no other Seller Group member shall be required to amend or waive any provision of this Agreement, the Share Purchase Agreement or any Transaction Document), in accordance with and subject to the requirements of this Article 4.8, the other provisions of this Agreement, the Facilities Agreements, any Equity Underwriting or the Share Purchase Agreement.

4.9           (a)           Without prejudice to Article 4.8(d), the Sellers shall, and shall cause their Affiliates, to provide reasonable cooperation and assistance as reasonably requested by Xxxxx in connection with financing of the Proposed Transactions by (i) giving Xxxxx and its financing sources reasonable access (during business hours and with prior notice to the Sellers) to the offices, properties, books and  records of the Seller and its Affiliates (and their financial and legal advisers) relating to any of the Target Companies and the Sale Businesses, including, if and to the extent required to facilitate the satisfaction by Xxxxx of customary closing conditions for such financing, provided that such access shall not include access to competitively sensitive information relating to other assets and operation of the Sellers and their Affiliates and shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Seller or its Affiliates and will be subject to compliance of such sources with the confidentiality provisions of Article 26 (Confidentiality); (ii) using their respective reasonable efforts to cause appropriate key managers or other employees of the Transferred Business who are necessary because they have knowledge (otherwise not obtainable from such key managers) to be available as reasonably required by Xxxxx or its lenders (during business hours and with prior notice to the Sellers) in presentations, meetings, road shows and due diligence sessions with prospective lenders and investors; and (iii) using their respective commercially reasonable efforts to provide Xxxxx and its financing sources, at Xxxxx’x request, with additional information in relation to the Transferred Business Audited Carve-out Accounts, the Transferred Business Q1 Unaudited Carve-out Accounts or the Transferred Business Quarterly Carve-out Accounts, as applicable, as reasonably required by Xxxxx, to enable it to produce pro forma financial statements required to be included in any registration statement, other information memorandum or rating agency presentation (provided that such additional information shall not include financial projections and that nothing in this Article 4.9 shall alter the agreements in Article 4.7 in relation to the Transferred Business Quarterly Carve-out Accounts).

(b)           Without prejudice to Article 4.8(d), the Sellers shall use commercially reasonable efforts to cause PricewaterhouseCoopers to take such actions as Xxxxx may reasonably request in connection with the financing for the Proposed Transactions, including (i) consenting to the use of its reports on the Transferred Business Audited Carve-out Accounts and to the use of the Transferred Business Q1 Unaudited Carve-out Accounts or the Transferred Business Quarterly Carve-out Accounts, in connection with the proposed financing, (ii) delivering a “comfort letter” in a form meeting, and subject to, the requirements of SAS 72 or such other form as may be reasonably requested by Xxxxx and (iii) performing a SAS 100 review of the Transferred Business Q1 Unaudited Carve-out Accounts or the Transferred Business Quarterly Carve-out Accounts; it being in each case understood that Xxxxx shall cooperate with the RTA Representative and each Seller Group member and shall provide any indemnities and undertakings it may be required to provide (and shall counter-indemnify the RTA Representative and each Seller Group member for any undertakings or indemnities it may be requested to provide) in order for such action to be taken.

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

19

(c)           Nothing in this Article 4.9, Article 19.4 or elsewhere in this Agreement shall require any Seller Group member to deliver any certificate, opinion or other similar document for the benefit of Bemis, its Affiliates or their financing sources or shall give rise to any direct or indirect responsibility of any Seller Group member to any such financing sources. The Costs incurred by the Seller Group members in connection with the assistance to be provided in this Article 4.9 and in Article 19.4 shall be borne by Bemis.

Transitional Services Agreement

4.10         Each of the RTA Representative and Bemis shall cooperate and negotiate in good faith to agree by Closing the detailed descriptions of each service to be provided under Schedule 1 (Services and Charges) of the Transitional Services Agreement in order to give effect to the pricing, scoping and other provisions of each service agreed at the date of execution of this Agreement and set out in Schedule 2 (Inventory of Services) of the Transitional Services Agreement.  With respect to services to be provided under the Transitional Services Agreement that do not relate to Information Technology, each of the RTA Representative and Bemis further undertake to negotiate in good faith in order to determine which of the services listed in Schedule 2 (Inventory of Services) of the Transitional Services Agreement each party will provide and/or receive in accordance with such agreement with the aim of agreeing by Closing detailed descriptions of such services to be provided under Schedule 1 (Services and Charges) of the Transitional Services Agreement.

Canada Revenue Agency Tax Ruling

4.11         The RTA Representative shall procure that Rio Tinto plc uses commercially reasonable efforts to pursue the advance tax ruling request which has been submitted to the Canada Revenue Agency in order to obtain an advance tax ruling on terms reasonably satisfactory to Rio Tinto plc confirming that should the guarantee provided in Article 24 be provided by Rio Tinto plc, it will not constitute “property acquired by any person in substitution for property distributed to the parent on the winding-up” for purposes of subparagraph 88(1)(c)(vi) of the Income Tax Act (Canada).

Separation of Shelbyville

4.12         (a)           The RTA Representative and Bemis shall cooperate and use their respective commercially reasonable efforts to procure promptly after Closing that the operations of the APFT Sale Business and the Pharma Business carried on at APFT’s Shelbyville, Kentucky plant site (the Shelbyville Pharma Business and the Shelbyville Property, respectively) be made separate and autonomous in accordance with this Article 4.12.

(b)           Bemis acknowledges that at the date of this Agreement, the Shelbyville Property is owned by APFT and that the operations of the APFT Sale Business and the Shelbyville Pharma Business are carried out in distinct areas of a single building on the Shelbyville Property which are separated by a common wall, and all environmental and other operating permits (the Shelbyville Permits) for both businesses have been issued in respect of the Shelbyville Property site rather than separately in the name of each business.  Bemis further acknowledges that there are systems and equipment (the Shelbyville Systems) located on the premises of and operated by the APFT Sale Business for the use and benefit of both the APFT Sale Business and the Shelbyville Pharma Business, the costs of which are charged back proportionately to the Shelbyville Pharma Business.

(c)           Without prejudice to Article 4.12(e), Bemis and the RTA Representative shall cooperate and each use their respective commercially reasonable efforts to obtain (or cause their applicable Affiliates to obtain) prior to Closing (and if not obtained by Closing, until obtained):

(i)            a survey plan of the Shelbyville Property designating the portions thereof currently occupied or used by each of the APFT Sale Business and the Shelbyville Pharma Business in the ordinary course of business (previously requested by the RTA Representative);

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

20

(ii)           a preliminary subdivision plat, together with an agreement (Common Use Agreement) providing for arrangements between APFT (or a designated Affiliate) and Bemis (or its Designated Transferee) for use and maintenance of common areas and appropriate easements, if any;

(iii)          approval of the preliminary sub-division plat by the planning commission and recording of the sub-division plat;

(iv)          necessary regulatory approvals for the re-issuance of the Shelbyville Permits in the names of the APFT Sale Business and the Shelbyville Pharma Business, as applicable; and

(v)           agreement between the RTA Representative and Bemis (or their respective relevant Affiliates) to be negotiated in good faith in respect of transitional and long-term services relating to the Shelbyville Systems be provided by the APFT Sale Business to the Shelbyville Pharma Business substantially in the form attached hereto as Exhibit 3B (Shelbyville Services Agreement; Environmental Services Agreement).

Following the recording of the sub-division plat as contemplated in Article 4.12(c)(iii), upon the later of Closing and such recording, APFT shall transfer to Bemis that portion of the Shelbyville Property allocated to the APFT Sale Business (the Shelbyville Food Site) and shall retain for itself the remaining portion of the property (the Shelbyville Pharma Site), and APFT and Bemis shall enter into the Common Use Agreement.  In the event that the sub-division plat is not recorded by Closing, at Closing APFT (or a designated Affiliate) and Bemis (or its Designated Transferee) shall enter into a lease agreement for the Shelbyville Food Site for a term expiring upon the said recording of the sub-division plat and the transfer of the Shelbyville Food Site to Bemis.  The lease shall be negotiated in good faith by the RTA Representative (on behalf of APFT), as lessor, and Bemis, as lessee, and shall provide for (i) a rent of one (1) US dollar per annum; (ii) Bemis to bear the operating costs of the Shelbyville Property; and (iii) each of Bemis and APFT to bear the real estate and other taxes and other shared costs, in each case allocable to the Shelbyville Food Site and the Shelbyville Pharma Site, respectively, consistent with past practice as reflected in the 2008 Management Accounts.

(d)           In the event that the Shelbyville Permits are not re-issued by Closing as contemplated by Article 4.12(c)(iv), the RTA Representative and Bemis shall enter into (or cause their applicable Affiliates to enter into) an environmental services agreement covering use of the Shelbyville Permits until re-issuance (the Environmental Services Agreement).

(e)           APFT (or an Affiliate) shall bear all reasonable costs incurred in connection with Article  4.12(c)(i) to (c)(v) provided that Bemis acknowledges and agrees that neither APFT nor any of its Affiliates shall be required to incur any costs or expenses other than as may reasonably be required to deliver or obtain the plans and approvals referred to in such clauses or otherwise to effect the separation of the APFT Sale Business and the Shelbyville Pharma Business and provided further that the preliminary sub-division plat referred to in Article 4.12(c)(ii)  and (c)(iii) shall be prepared by APFT (or any of its Affiliates) acting reasonably and in good faith and submitted for approval to the relevant Governmental Authorities referred to in Article 4.12(c)(iv) and (c)(v) after obtaining the prior consent of Bemis (which shall not be unreasonably withheld or delayed).

(f)            As of the date of this Amended and Restated Agreement, the RTA Representative and Bemis acknowledge that the obligations under Article 4.12(a) to (f) have been complied with, the survey plan referred to in Article 4.12(c)(i) has been prepared in accordance with such Article 4.12(c)(i), the preliminary subdivision plat, together with a Declaration of Easements, Restrictions and Party Wall Agreement (which is the Common Use Agreement referred to in Article 4.12(c)(ii)) have been prepared, recorded and approved in accordance with Article 4.12(c)(ii) and (c)(iii) (copies of such documents being attached hereto as Exhibit 3A) and the Shelbyville Services Agreement and the Environmental Services Agreement have been entered into in the form attached hereto as Exhibit 3B and meet the requirements of this Article 4.12.

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

21

(g)           As of the date of this Amended and Restated Agreement, as provided in and without limitation to Article 36.7, all of APFT’s rights and obligations under or pursuant to this Article 4.12 have been assigned and delegated by APFT to APFA (including any such rights and obligations that may have arisen prior to such assignment) and that APFT shall not assume, or have any obligation or liability whatsoever with regard to this Article 4.12.

(h)           If within the six (6) month period following Closing Bemis has constructed or caused to be constructed a fire separation wall separating the Shelbyville Food Site and the Shelbyville Pharma Site, the RTA Representative shall reimburse the actual reasonably incurred building costs (but not design or other costs) incurred by the Xxxxx Group for that wall, documented to the reasonable satisfaction of the RTA Representative,  up to the amount of $961,000.

Supply Agreements for the Seller Group’s Beauty Business

4.13         (a) As of the date of this Amended and Restated Agreement, Bemis and the RTA Representative have reviewed and determined not to implement the proposed terms of the agreement between Cebal Brasil Ltda. and Alcan Embalagens do Brasil Ltda. set forth at Section 13.7.2 to the Supplements of the Data Room (the Beauty Contract Proposal).  In lieu of the Beauty Contract Proposal, Bemis and the RTA Representative hereby acknowledge the terms of the Laminate Supply Agreement, dated June 25, 2009 by and between Cebal Brasil Ltda. and Alcan Embalagens do Brasil Ltda., attached hereto as Exhibit 10A, which shall remain in effect in accordance with its terms.

(b)           Bemis and the RTA Representative shall furthermore cooperate and negotiate in good faith to agree (or procure that their relevant respective Affiliates agree) by Closing agreements in form and substance mutually satisfactory to each of Bemis and the RTA Representative pursuant to which Bemis shall (or shall cause its relevant Designated Transferee(s)) to agree to supply film, laminate and any other intermediate products and/or raw materials, as applicable, that in each case have been supplied prior to the date of this Agreement by PPPI from its Plant located in Neenah, Wisconsin to Plants owned by Seller Group members (including the Plants owned by PPPI located in Washington, New Jersey and Shelbyville, Tennessee) for use in or by the Seller Group’s beauty business (the Beauty Supply Agreements).

(c)           The Beauty Supply Agreements shall be on terms and conditions, including in respect of volume, price, quality and delivery obligations, which replicate in all material respects existing practices or arrangements, whether reduced to the form of a contract or otherwise, in respect of the supply and purchase products and/or materials in effect immediately prior to the Closing Date.

(d)           As of the date of this Amended and Restated Agreement, Bemis and the RTA Representative hereby acknowledge and agree that the internal memorandum of agreement entitled Flexible Packaging Supply Agreement, dated January 9, 2009 by and between Alcan Packaging Food Americas and Cebal Americas, both divisions of PPPI, attached hereto as Exhibit 10B, fulfill the requirements of Article 4.13(b) and (c) as it relates to the Beauty Supply Agreements.  Accordingly, Bemis and the RTA Representative agree that (i) such internal memorandum of agreement shall have no effect following Closing and, for the avoidance of doubt, shall not be a Sales Contract or other Contract and (ii) that at Closing PPPI and Bemis shall enter into an agreement on identical terms as such internal memorandum of agreement (with PPPI having the rights and obligations thereunder of its Cebal Americas division and Bemis having the rights and obligations thereunder of the other party thereto).

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

22

ARTICLE 5.

CLOSING

5.1           Closing shall take place at the locations and in accordance with the procedures specified in Schedule 8 (Closing and Post-Closing Arrangements) on the first of the days listed below which falls after the Unconditional Date, provided that none of the Conditions are unfulfilled and have not been waived on such date: March 1, 2010; and March 31, 2010.  The date on which the Closing occurs is referred to herein as the Closing Date.  The Determination Date shall be February 28, 2010 if the Closing Date is March 1, 2010; or March 31, 2010 if such date is the Closing Date.

5.2           At Closing each Seller shall deliver and Bemis shall deliver all those documents and other items listed in relation to it in Schedule 8 (Closing and Post-Closing Arrangements) and duly perform all actions required to be performed by it (or procured to be performed by it) under Schedule 8 (Closing and Post-Closing Arrangements), and for the avoidance of doubt, subject to any qualifications or exceptions provided for in Article 4.12(e) in respect of the Shelbyville Property and Schedule 8, including Part F (Non-Assignability of Assets) thereof.

5.3           Closing shall be deemed to have taken place on satisfaction of each Seller’s and Xxxxx’x respective obligations to deliver or perform or to procure delivery or performance of the Material Deliverables.

5.4           If on the date otherwise set for the Closing in accordance with this Article 5 any party fails to procure delivery to a party or performance in favour of a party (in each case, an affected party) of any of its respective Material Deliverables, unless the affected party agrees to waive the requirements to fulfill those obligations owed to it in whole or in part, Closing shall be automatically deferred to the last Business Day of the following month and, if the same occurrence is repeated on the new date so set for Closing, Closing shall again be so deferred one or more times on a rolling basis, subject to the proviso in Article 5.1 and Article 5.2, provided that the foregoing shall not affect the provisions herein regarding the Longstop Date.

5.5           Risk in the Transferred Business and, subject to the provisions of Schedule 8 (Closing and Post-Closing Arrangements), ownership of the Transferred Business shall pass to Bemis and, if applicable, its relevant Designated Transferees on and with effect from Closing.

5.6           The parties to this Agreement shall comply with the terms of Article 37 (Further Assurances and Certain Covenants) and Parts F and G of Schedule 8 (Closing and Post-Closing Arrangements) with respect to obligations under this Agreement which are not Material Deliverables.

ARTICLE 6.

WARRANTIES

6.1           Subject to the succeeding provisions of this Article 6, each of the Share Sellers in relation to the relevant Target Company or Target Companies to be sold by it under or pursuant to this Agreement and each of the Asset Sellers in relation only to the Sale Assets and Assumed Obligations of the Sale Business to be sold by it under or pursuant to this Agreement, represents and warrants to Bemis that the statements comprising the Warranties (other than the Tax Warranties) are accurate as at the date of the Original Agreement only and are not reiterated as of any subsequent date, including the date of this Amended and Restated Agreement, except that the Warranties with respect to this Agreement set forth in paragraph 1.1 of Part A of Schedule 4 (Warranties) only, are also made as at the date of this Amended and Restated Agreement.  The representations and warranties in Schedule 4 (Warranties) are made without further inquiry since the date of the Original Agreement and each Seller’s knowledge or awareness for purposes of such representations and warranties shall be such Seller’s knowledge or awareness as of the date of the Original Agreement.

6.2           The Repeated Warranties shall be accurate as at the Closing Date.

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

23

6.3           Each of the Warranties shall be separate and independent and, except where otherwise provided in this Agreement, shall not be limited by reference to any other Warranty.

6.4           Except where otherwise provided in this Agreement, the Warranties are subject to:

(a)           all matters disclosed in the Disclosure Letter to the extent such matters expressly relate, or it is reasonably apparent from the text in the Disclosure Letter that such matters relate, to a particular Warranty;

(b)           the other limitations and qualifications set out in this Article 6 and in Schedule 5 (Limitations on Liability); and

(c)           in relation only to a Tax Warranty Claim (but without limitation to the foregoing), the additional limitations and qualifications set out in the Tax Covenant.

6.5           Except where otherwise provided in this Agreement and without prejudice to Schedule 13 (Tax), the Repeated Warranties are subject to those matters referred to in Article 6.4.

6.6           Bemis agrees that:

(a)           unless otherwise expressly provided in this Agreement, Claims may only be made if Closing has occurred and all Claims shall be subject to the limitations on Liabilities and other provisions set out in this Article 6 and in Schedule 5 (Limitations on Liability);

(b)           other than the statements comprising the Warranties, no statement, representation or warranty made by or on behalf of any member of the Seller Group or any member of the Target Group (or any of their respective agents, officers, employees or advisers) may form the basis of any Claim or be referred to or relied on in connection with any Claim; and

(c)           except as otherwise expressly stated in this Agreement, no member of the Seller Group or of the Target Group and none of their respective agents, officers, employees or advisers has (or has at any time had) any authority to make, is making or has made any express or implied statement, representation or warranty as to the degree of enquiry (if any) which has been made concerning any matter to which any of the Warranties relate.

6.7           Without in any way limiting the preceding provisions of this Article 6, Bemis acknowledges that no member of the Seller Group or of the Target Group and none of their respective agents, officers, employees or advisers makes or has made any statement, representation, warranty or covenant:

(a)           without prejudice to the foregoing and except as expressly stated in Paragraph 2 of Part A of Schedule 4 (Warranties) as to the accuracy or completeness of any of the matters disclosed in the Information Memorandum, the Supplemental Information Memorandum, the Data Room or the Disclosure Letter or any of the matters treated by the Disclosure Letter as being disclosed; or

(b)           without prejudice to the foregoing and except as expressly stated in Paragraph 2 of Part A of Schedule 4 (Warranties) as to the accuracy or completeness or otherwise in relation to any forecasts, estimates, projections, statements of fact, intent or opinion provided to any member of the Xxxxx Group or any of their respective agents, officers, employees or advisers on or prior to the date of this Agreement and Bemis represents and warrants that it has not relied upon any such statement, representation, warranty or covenant in connection with any of the Transaction Documents or otherwise.

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

24

ARTICLE 7.

BEMIS WARRANTIES AND UNDERTAKINGS

7.1           Bemis represents and warrants to the RTA Representative and to each of the Sellers that, in respect of itself and each member of the Xxxxx Group, the statements set out in Schedule 6 (Purchaser’s Warranties) are as at the date of the Original Agreement and also as at the date of this Amended and Restated Agreement and shall be at Closing (by reference to the facts and circumstances existing at the relevant time) accurate; provided that the representations and warranties as to the Designated Transferees shall be accurate only as at Closing.

7.2           Bemis represents and warrants to the RTA Representative and each of the Sellers that its and its Affiliates’ representations and warranties set out in the Facilities Agreements and in Article 3 of the Share Purchase Agreement are as at the date of this Agreement and shall be at Closing true and accurate.

ARTICLE 8.

CONDUCT OF CLAIMS

8.1           Without prejudice to the limitations on liability set out in Schedule 5 (Limitations on Liability) and subject to the provisions in respect of control of Environmental Indemnity Claims set forth in Articles 12.2 through 12.5, in the event that any claim or demand for which a party (an Indemnifying Party) or any of its Affiliates may have liability to another party (an Indemnified Party) or any of its Affiliates in respect of any Claim, Indemnity Claim or otherwise under this Agreement, in each case other than in respect of any Tax Claim (which is the subject of Schedule 13 (Tax)), is asserted against or sought to be collected from any Indemnified Party by a third party (a Third Party Claim):

(a)           the Indemnified Party shall promptly, but in no event more than ten (10) Business Days following such Indemnified Party’s receipt of a Third Party Claim, notify the Indemnifying Party in writing of such Third Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto, including all reasonable information and facilities to investigate such Third Party Claim (a Claim Notice); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party hereunder only to the extent that such failure has a prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third Party Claim;

(b)           neither the Indemnified Party nor any of its Affiliates shall admit any liability, settle, compromise or offer to settle or compromise such Third Party Claim without the prior written consent of the Indemnifying Party; and

(c)           the Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the Notice Period) to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third Party Claim. During that period, if the Indemnified Party is Bemis or any of its Affiliates, the Indemnified Party shall consult with the RTA Representative in order to determine if the Third Party Claim may give rise to a Liability or loss of any Seller Group member hereunder (including after giving effect to any deductible under the provisions hereof, the provisions of Paragraphs 2 and 6 of Schedule 5 (Limitations on Liability) or any limitation of Liability in any provision of this Agreement by reference to a Relevant Loss).

8.2           If the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a Third Party Claim, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense at its

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

25

expense provided that if it appears reasonable that the ultimate responsibility for the Third Party Claim will not be borne solely by the Indemnifying Party then the Indemnified Party and the Indemnifying Party shall consult in good faith to determine how best to defend such Third Party Claim, including whether to enter into a joint or shared defense arrangement, provided, further that nothing herein shall obligate the Indemnified Party or the Indemnifying Party to enter into any such arrangements.  Once the Indemnifying Party has duly assumed (joint or shared, as the case may be, if the Indemnifying Party and the Indemnified Party have agreed to joint or shared defense arrangements) the defense of a Third Party Claim, the Indemnified Party shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing.  The Indemnified Party shall participate in any such defense at its expense unless (a) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (b) the Indemnified Party assumes the defense of a Third Party Claim after the Indemnifying Party has failed to diligently pursue a Third Party Claim it has assumed, as provided in the first sentence of Article 8.4 or (c) the Indemnifying Party and  Indemnified Party have entered into a joint or shared defense arrangement.

8.3           The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any Third Party Claim on a basis that would result in (a) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any of its Affiliates; (b) a finding or admission of a violation of Law or violation of the rights of any person by the Indemnified Party or any of its Affiliates; (c) a finding or admission that would have an adverse effect on other claims made or threatened against the Indemnified Party or any of its Affiliates; or (d) except to the extent within the thresholds set forth in Paragraph 2 of Schedule 5 (Limitations on Liability) hereof, any monetary liability of the Indemnified Party that shall not be promptly paid or reimbursed by the Indemnifying Party.

8.4           If the Indemnifying Party (a) elects not to defend the Indemnified Party against a Third Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise; or (b) after assuming the defense of a Third Party Claim, fails to take reasonable steps necessary to defend diligently such Third Party Claim within ten (10) Business Days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party shall have the right but not the obligation to assume its own defense; it being understood that the Indemnified Party’s right to indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of such Third Party Claim. The Indemnified Party shall not settle a Third Party Claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

8.5           The Indemnified Party and the Indemnifying Party shall cooperate in order to ensure the proper and adequate defense of a Third Party Claim, including by providing access to each other’s relevant business records and other documents, and employees; it being acknowledged and agreed that the costs and expenses of the Indemnified Party relating thereto shall, subject to the limitations on liability set out in Schedule 5 (Limitations on Liability), be Costs subject to indemnification.  Without prejudice to the generality of the foregoing, to the extent reasonably related to the Third Party Claim the Indemnifying Party may request that the auditors (both past and then current) of the Indemnified Party or any of its Affiliates make available their audit working papers in respect of audits of the accounts of the Indemnified Party or any of its Affiliates for any accounting period relevant to such Third Party Claim (subject to the Indemnifying Party agreeing to hold harmless requirements that such auditors may reasonably require).

8.6           The Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges.

8.7           Subject to the provisions in respect of control of Environmental Indemnity Claims set forth in Articles 12.2 through 12.5, before an Indemnified Party makes a Claim or Indemnity Claim (other than in respect of any Tax Claim) under this Agreement for a Cost or Liability (other than in respect of any Tax Claims) that does not result from a Third Party Claim (a Direct Claim):

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

26

(a)           the Indemnified Party shall notify the Indemnifying Party in writing of such Direct Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Direct Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto;

(b)           the Indemnifying Party shall have a period of forty-five (45) days within which to respond to such Direct Claim, and if the Indemnifying Party does not respond within such forty-five (45) day period, the Indemnifying Party shall be deemed to have accepted the Direct Claim; and

(c)           if the Indemnifying Party rejects all or any part of the Direct Claim, the Indemnified Party shall be free to seek enforcement of its rights to indemnification under this Agreement with respect to such Direct Claim.

8.8           The Indemnifying Party shall pay all amounts payable pursuant to this Article 8 and, with respect to any Environmental Indemnity Claim, Article 12.2 through 12.5 in accordance with the payment provisions of this Agreement promptly following receipt from an Indemnified Party of a xxxx, together with all accompanying reasonably detailed back-up documentation, for any Liability or Cost in respect of any Claim, Indemnity Claim or otherwise under this Agreement, unless the Indemnifying Party in good faith disputes such Liability or Cost, in which event it shall so notify the Indemnified Party.  In such case, the Indemnifying Party shall not be required to pay to the Indemnified Party in accordance with the payment provisions of this Agreement the amount of any Liability or Cost for which it is liable hereunder until five (5) Business Days following any final determination of the related claim and the Indemnifying Party’s liability therefor (a Final Adjudication).  A Final Adjudication shall exist when (a) the parties to the dispute have reached an agreement in writing; (b) a court of competent jurisdiction shall have entered a final order or judgment not subject to stay or appeal; or (c) an arbitration or like panel shall have rendered a final non-appealable determination with respect to disputes the parties have agreed to submit thereto.

8.9           It shall be a condition to the right of an Indemnified Party to pursue, enforce and obtain payment in respect of any Claim or Indemnity Claim under this Agreement that it shall have complied with the terms and conditions of this Article 8 and, in respect of any Environmental Indemnity Claim, Articles 12.2 through 12.5.

ARTICLE 9.

TERMINATION

9.1           If Closing has not occurred on or before the Longstop Date (as the same may be extended in accordance with Article 9.2) and the RTA Representative and Xxxxx have not agreed in writing to further extend the Longstop Date, each of the RTA Representative and Xxxxx shall have the right to terminate this Agreement (other than the Surviving Provisions) as of the Longstop Date (as so extended) so long as the passing of the Longstop Date without Closing occurring is not due to a material breach by the terminating party of its obligations under this Agreement.

9.2           Where, in respect of the Proposed Transactions:

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

27

(a)           a Second Request is issued, the Longstop Date shall be automatically extended for a further period to March 31, 2010, to enable the Conditions in Articles 3.1(b) and 3.1(c) to be fulfilled, which date shall constitute the new Longstop Date for the purposes of this Agreement.  Regarding the Condition in Article 3.1(c), if the filing is not deemed complete by the Mexican Federal Competition Commission, and consequently the thirty five working days term of the administrative review has not started within the three weeks after the antitrust filing is submitted, the Longstop Date shall be automatically extended to December 31, 2009. Except as otherwise agreed in writing by the RTA Representative and Xxxxx, the Condition in Article 3.1(b) and 3.1(c) shall not be fulfilled or deemed to be fulfilled until the relevant Governmental Authorities have approved the Proposed Transactions or any applicable waiting periods in respect thereof have expired or been terminated with the result that the Proposed Transaction is deemed to have been approved, or no longer to require approval, by the relevant Governmental Authorities;

(b)           if Xxxxx has notified the RTA Representative that a Material Adverse Change has occurred and is continuing, the RTA Representative shall have the right, by notice to Xxxxx, to extend the Longstop Date unilaterally so that it occurs no later than March 31, 2010; or

(c)           if the Condition in Article 3.1(d) has not been satisfied by the Longstop Date, the RTA Representative or Xxxxx may elect to extend the Longstop Date for a further period to March 31, 2010, to enable such Condition to be fulfilled by the relevant party, which date shall be the new Longstop Date for the purposes of this Agreement.

As of the date of this Amended and Restated Agreement, it is acknowledged that the Longstop Date has been extended to March 31, 2010 in accordance with Article 9.2(a).

9.3           The RTA Representative may, by written notice given to Xxxxx at or before Closing, terminate this Agreement:

(a)           with effect no later than ten (10) Business Days from the date of such notice of termination (as specified by the RTA Representative in such notice) if Xxxxx has notified the RTA Representative that a Material Adverse Change under Paragraph (b) of the definition thereof herein has occurred and is continuing; or

(b)           with effect no later than ten (10) Business Days from the date of such notice of termination (as specified by the RTA Representative in such notice) if (i) Xxxxx is in breach of its obligations under Article 4.8; (ii) the Facilities Agreements are no longer in full force and effect, any condition to completion of the transactions contemplated thereby (other than the continued force and effect of this Agreement) has become incapable of being satisfied by the Longstop Date, any such condition or any termination right has been invoked or the Facilities Agreements have been repudiated by any party thereto (in each case without regard to whether such action has been properly or wrongfully taken); or (iii) the Share Purchase Agreement is no longer in full force and effect (other than as a result of a breach by the Seller Group member party thereto), and, in each case of clauses (ii) and (iii) Xxxxx has not entered into financing arrangements that would permit it to meet its obligations hereunder and to effect Closing by the Longstop Date that are reasonably satisfactory to the RTA Representative.

9.4           All rights and obligations of the parties shall cease to have effect immediately upon termination of this Agreement in accordance with this Article 9 and none of the parties (nor any of their Affiliates) shall have any liability or obligation to the other parties (or their Affiliates) in relation to the subject matter of this Agreement, except that:

(a)           the Surviving Provisions shall continue in full force and effect;

(b)           the termination shall not affect any rights or liabilities of any of the parties which have already accrued at the time of termination, including the right of the RTA Representative and the liability of Xxxxx for failure to meet its obligations to proceed with Closing hereunder in the event of termination

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

28

(i) pursuant to Article 9.1 following (A) alleged occurrence or continuation of a Material Adverse Change that had not occurred or was not continuing or (B) the Conditions in Articles 3.1(b), 3.1(c) or 3.1(d) failing to be fulfilled by the Longstop Date as a result of a breach by Xxxxx or any Xxxxx Group member of its obligations hereunder, (ii) pursuant to Article 9.3(a) if the alleged Material Adverse Change had not occurred or was not continuing or (iii) pursuant to Article 9.3(b); and

(c)           without limiting the generality of the foregoing, the RTA Representative shall have the right in the case of an alleged Material Adverse Change pursuant to Paragraph (b) of the definition thereof herein, (i) to continue to require Xxxxx to enforce its rights under the Facilities Agreements or any other relevant financing agreement in accordance with Article 4.8 and this Article 9 against the lenders thereunder and (ii) to initiate and pursue remedies against Xxxxx to enforce its rights under this Agreement notwithstanding termination of this Agreement as contemplated above.

ARTICLE 10.

INTELLECTUAL PROPERTY

The provisions of Schedule 10 (Intellectual Property) shall apply in respect of the Intellectual Property.

ARTICLE 11.

INFORMATION TECHNOLOGY

The provisions of Schedule 11 (Information Technology) shall apply in respect of the Information Technology.

ARTICLE 12.

CERTAIN LITIGATION, ENVIRONMENTAL AND OTHER INDEMNITIES

12.1         Subject to the limitations on liability set out in Schedule 5 (Limitations on Liability), each Share Seller agrees to indemnify Xxxxx and each Designated Transferee that acquires Sale Shares from it at Closing pursuant to this Agreement, and each Asset Seller agrees to indemnify Xxxxx and each Designated Transferee that acquires Sale Assets from it at Closing pursuant to this Agreement, against all Liabilities and Costs suffered or incurred by any of them or their Affiliates after Closing arising from or relating to:

(a)           Third Party Claims by consumers who are end-users of products packaged using products or parts or components of products manufactured on or before the Closing by any member of the Target Group, any member of the Seller Group as part of the Transferred Business resulting directly from any failure of such products to comply with the specifications to which the relevant Seller or Target Company was legally obliged to produce them;

(b)           any action or proceeding against a Seller Group member or a member of the Target Group or the Xxxxx Group whether commenced before, on or after the Closing Date which is based on any breach of a legally binding duty or obligation before Closing by a Seller or Target Company, including all actions, proceedings or claims referenced or described in Sections 12 of the Project Ocean Data Room and of the Supplements to the Data Room but excluding any action, proceeding or claim relating to (i) the Environment, any Environmental Matter, Hazardous Matter or any a breach of a legally binding duty or obligation relating to any Environmental Matter including under Environmental Law or any Environmental Permit, (ii) any products manufactured by the Transferred Business, or (iii) Tax;

(c)           any indemnity or other obligations owed by any Seller Group member or any member of the Target Group in connection with the sale or other disposition on or before Closing of any business (or part thereof) by any member of the Target Group, whether by merger, sale of assets, sale of Securities, tender offer, lease, license or otherwise;

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

29

(d)           (i) any non-compliance on or before the Closing Date with any Laws applicable to the Target Group or the Asset Sellers with respect to the Transferred Business governing criminal activity, competition or antitrust (including price-fixing and civil antitrust claims), bribery, anticorruption, including the bribery and anticorruption (but not financial reportings or record keeping) provisions of the Foreign Corrupt Practices Act (and any Laws of other jurisdictions comparable to such Laws), by any member of the Target Group or Seller Group or any of their respective directors, officers or employees; or (ii) any material non-compliance on or before the Closing Date, known to the members of the Seller Group, with the written code of conduct or employee policy of the Target Group, any other member of the Seller Group by any of their respective directors, officers or employees; provided, however, that the indemnity under this Article 12.1(d) shall not apply to any non-compliance or breach of (A) applicable Laws regarding accounting, auditing, the preparation and content of financial statements, the maintenance of books and records, internal controls over financial reporting, disclosure controls and procedures, governance provisions relating to the board of directors, the audit committee and any other committees of the board, the Chief Executive Officer, the Chief Financial Officer and any other officers in relation with the foregoing matters, relations with auditors or similar matters, (x) under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act, the provisions relating to the foregoing of the Foreign Corrupt Practices Act and any rules or regulations promulgated thereunder or (y) under any similar Law in other applicable jurisdictions or (B) any code of conduct, ethical charter or policy of the Target Group or any other member of the Seller Group adopted or existing pursuant or in furtherance of any Laws referred to in clause (A) in relation to matters within the scope of clause (A) of this Article 12.1(d) and provided, further, that the indemnity under this Article 12.1(d) shall not apply to any non-compliance or breach of or liability under any Environmental Law or any Environmental Permits; for the avoidance of doubt, Xxxxx and each Designated Transferee will be indemnified relative to those matters referred to in Section 2 of Attachment A-5 of the Disclosure Letter;

(e)           any breach of any Warranty provided under Schedule 4 (Warranties); and

(f)            any Excluded Obligations (other than those pursuant to clauses (iv) and (v) of the definition of Excluded Obligations herein for which Xxxxx and its Affiliates shall be indemnified to the extent set forth elsewhere in this Agreement).

12.2         Subject to the limitations on liability set out in Schedule 5 (Limitations on Liability), each Share Seller agrees to indemnify Xxxxx and each Designated Transferee that acquires Sale Shares from a Share Seller and each Asset Seller agrees to indemnify Xxxxx and each Designated Transferee that acquires a Sale Business from an Asset Seller, in each case at Closing pursuant to this Agreement, against all Liabilities and Costs suffered or incurred by any of them (or their Affiliates) after Closing arising from or relating to:

(a)           any Environmental Matters, including those identified as violations of Environmental Law or releases of Hazardous Substances requiring remediation pursuant to any Environmental Law as set forth in the environmental assessments described in Schedule 17 (Environmental Indemnity — Known Environmental Matters) hereto, relating to the Properties, and those relating to the Former Properties, the Transferred Business, the Target Companies, or Third Party Disposal Sites but only to the extent the relevant Environmental Matter results from (i) violations of or Liabilities and Costs that have arisen under any Environmental Law or (ii) the presence or release, above Remediation standards applicable to industrial use, or any other unlawful handling or disposal of Hazardous Matter, in each case at any of the Properties, Former Properties or Third Party Disposal Sites that, in each case of clauses (i) and (ii), occurred on or prior to the Closing Date (whether such Environmental Matter arises prior to, on or after the Closing Date) and including any such Costs and Liabilities suffered or incurred by Xxxxx or a member of the Xxxxx Group by virtue of being a successor to any current or former Affiliate of any member of the Target Group;

(b)           any failure of any of the members of the Seller Group or any of the Target Companies prior to the Closing Date to maintain or ensure compliance in all respects with Environmental Laws or Environmental Permits; and

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

30

(c)           without prejudice to any other Environmental Indemnity Claim, any Environmental Matter relating to  *** arising out of or relating to contaminants identified in the reports listed in Schedule 17 (Environmental Indemnity — Known Environmental Matters) ***, provided that Environmental Matter, solely  *** that comes into effect within  *** following the Closing Date, provided further, that the cumulative aggregate amount of the liability of all members of the Seller Group pursuant to this Article 12.2(c) shall not exceed  ***.

12.3         Notwithstanding any other provision of this Agreement, no Seller Group member shall be liable on any Environmental Indemnity Claim:

(a)           for any Environmental Indemnity Claim in respect of an Environmental Matter (other than a Known Environmental Matter or an Environmental Matter relating to any of the Former Properties or to any Third Party Disposal Sites) or pursuant to Article 12.2(c), to the extent that the amount of that Environmental Indemnity Claim does not exceed  *** per site and to the extent the amount of the Environmental Indemnity Claim exceeds such amount per site, then the relevant Seller Group members shall only be liable for the excess over such amount per site;

(b)           to the extent that the amount of any Environmental Indemnity Claim relates to: (i) any voluntary investigation or Remediation that is not consistent with Article 12.4 (including those involving any tank, vessel, sump, sewer, impoundment, electrical equipment, or asbestos containing material present at any Property or Former Property in compliance with Environmental Laws at Closing); (ii) facility closure or decommissioning costs and asset retirement obligations; (iii) internal costs; (iv) costs arising after the receipt of a no further action letter or completion of a cleanup (including post remediation monitoring or long term operation and maintenance costs for any remedial alternative); or (v) Remediation that is conducted at greater Liability or Cost than covered by Article 12.4; and

(c)           to the extent that the aggregate amount of all Environmental Indemnity Claims for which any members of the Seller Group are liable (after giving effect to the deductible per site under Paragraph

(b) above) does not exceed in the aggregate the amount of the provision for Environmental Matters reflected in the Perimeter Closing Statements (it being understood that to the extent the Environmental Indemnity Claims exceed such amount, then the relevant members of the Seller Group shall only be liable for the excess over such amount).

12.4         Any Remediation pursuant to, or that may give rise to, an Environmental Indemnity Claim under Article 12.2 shall utilize the most cost effective method permitted under Environmental Laws and should include, where appropriate the use of risk assessment, institutional controls and deed restrictions. If any Remediation is conducted or required, such Remediation shall be completed only to industrial (not residential) use standards and only to the extent required (i) to avoid or address at least commensurate Liabilities under Environmental Law, or (ii) by specific order, injunction or other compulsory enforcement action by the competent Governmental Authority.

12.5         (a)           Xxxxx shall:

(i)            promptly notify the RTA Representative in writing of any communication to Xxxxx or any Xxxxx Group member from any third party concerning any matter for which a Seller Group member could reasonably be expected to have liability hereunder arising under or relating to the Environment, any Environmental Matter, Hazardous Matter, Environmental Law, Environmental Permit or Environmental Indemnity Claim, provided, however, that the failure to timely notify the RTA Representative shall affect the rights of Xxxxx hereunder only to the extent that such failure has a prejudicial effect on the defenses or other rights available to the RTA Representative with respect to such matter;

(ii)           except as necessary to comply with applicable Law not respond to or communicate with any third party concerning any matter for which any Seller Group member could reasonably be expected to have liability hereunder arising under or relating to the Environment, any Environmental Matter, Hazardous Matter, Environmental Law, Environmental

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

31

Permit or Environmental Indemnity Claim, without giving the RTA Representative the opportunity to comment on such communication and obtaining its prior written consent, which consent shall not be unreasonably withheld or delayed, provided that such prohibition on response or communication by Xxxxx shall only apply to the extent that such response or communication could reasonably be expected to have a prejudicial effect on the defenses or other rights available with respect to such matter; and

(iii)          afford the RTA Representative or the relevant Seller Group member the opportunity and right to participate in or, at the RTA Representative’s election, control any communication, action, suit, investigation or proceeding concerning any matter for which the RTA Representative or any Seller Group member could reasonably be expected to have liability hereunder arising under or relating to the Environment, any Environmental Matter, Hazardous Matter, Environmental Law, Environmental Permit or Environmental Indemnity Claim, (unless Xxxxx provides to the RTA Representative a written undertaking acceptable to the RTA Representative providing that any such action, suit, investigation or proceeding arising from or relating thereto and any Liabilities or Costs arising therefrom or from any such other action, suit, investigation or proceeding shall be the sole responsibility of Xxxxx and the relevant Xxxxx Group members); provided that the RTA Representative shall not without Xxxxx’x prior written consent, which consent shall not be unreasonably withheld or delayed, enter into any settlement with respect to such matters if such settlement (A) would require Xxxxx or any Xxxxx Group member to pay any amounts thereunder, (B) would compromise Xxxxx or any Xxxxx Group member’s position in any other action, suit, investigation or proceeding or would involve an admission of a violation of Law or the rights of any person by Xxxxx or any Xxxxx Group member (but only to the extent that such action, suit, investigation, proceeding or violation of Law or rights of any person would reasonably be expected to result in Liabilities or Costs to Xxxxx and the Xxxxx Group members exceeding the estimated amount of the Seller Group members’ liability on any Environmental Indemnity Claim with respect thereto and any related Environmental Matter) or (C) would result in a material restriction of the future activities of the Xxxxx Group.

(b)           The relevant member of the Seller Group shall have the right to control (or procure the control of) any Remediation for which that or any Seller Group member could reasonably be expected to have liability hereunder arising under or relating to the Environment or any Environmental Matter, Environmental Law, Environmental Permit or Environmental Indemnity Claim to the extent that the Seller retains competent consultants of recognized standing and perform the Remediation without unreasonable interference to Xxxxx’x business, operations or property taking into account the feature of such Remediation.  If the relevant member of the Seller Group cannot meet these conditions, Xxxxx shall be entitled to control the Remediation, provided however that such control by Xxxxx shall not, in and of itself, relieve the relevant member of the Seller Group of their indemnification obligations for any Liabilities or Costs covered under the indemnity under Article 12.2.  Xxxxx shall pay its own Costs incurred by it relating to the inspection or review of any actions taken as part of the Remediation, including the review or analysis of any reports, studies, assessments, correspondence, test results relating to the Remediation; provided that the relevant member of the Seller Group shall pay such commercially reasonable Costs to the extent Xxxxx incurred such commercially reasonable Costs due to the failure of the relevant member of the Seller Group to retain consultants and control the Remediation.

(c)           Notwithstanding any other provision of this Agreement, Xxxxx shall have the unlimited right to control any Environmental Indemnity Claim that does not exceed the  *** limitation set forth in Article 12.3(a) and for which the Xxxxx Group members are exclusively liable.

(d)           In all cases where the relevant member of the Seller Group has the right to control any Environmental Indemnity Claim, it shall do so in a commercially reasonable manner, including minimizing interference to Xxxxx’x business, operations or property, providing reasonable notice prior to any sampling, remediation or other activities and giving Xxxxx copies of all relevant documentation including litigation documents, correspondence from any Government Authorities or third parties, laboratory analytical results and proposals and reports prepared by consultants.

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

32

(e)           In all cases where Xxxxx has the right to control any Remediation or Environmental Indemnity Claim it shall do so in a commercially reasonable manner which minimizes the amounts which are required to pay in respect of the Remediation or Environmental Indemnity.

(f)            Nothing in this Article 12.5 shall prohibit Xxxxx from taking any actions reasonably necessary in response to any emergency which presents an immediate threat to human health or safety, to comply with any order by a Governmental Authority which requires immediate Remediation measures or, to avoid a requirement of any Law or a Governmental Authority to interrupt production at any of the Properties and any such actions taken by Xxxxx in compliance with this Article 12.5(f) may be taken without prejudice to its right to indemnification under this Article 12.

ARTICLE 13.

EMPLOYMENT TERMS AND EMPLOYEE BENEFITS

The provisions of Schedule 12 (Employment Terms and Employee Benefits) shall apply in respect of employment terms and Employee Benefit Arrangements for the Target Employees, the Former Employees and the Business Employees.

ARTICLE 14.

TAX

The provisions of Schedule 13 (Tax) shall apply in respect of Tax. Paragraphs 2 to 11 of Part C of Schedule 13 (Tax) shall only take effect on Closing.

ARTICLE 15.

INSURANCE

15.1         From the date of this Agreement until Closing, the RTA Representative and the relevant members of the Seller Group shall use commercially reasonable efforts to maintain in full force and effect each Centrally Arranged Insurance Policy under which recovery is permitted after Closing in respect of a loss affecting the Transferred Business, subject to renewals and renegotiations of such insurance policies or insurance policies entered into by the Seller Group to replace (on the basis that it secures similar coverage) a Centrally Arranged Insurance Policy in the ordinary course.

15.2         Subject to Article 15.3, at Closing, all insurance cover in relation to the Transferred Business arranged under a Centrally Arranged Insurance Policy shall cease (other than in relation to Pre-Closing Claims) and no Target Company and no member of the Xxxxx Group shall make directly any claim under any Centrally Arranged Insurance Policy after Closing.

15.3         Following the date of this Agreement, the RTA Representative and Xxxxx will co-operate in good faith to seek to make arrangements on arms length commercial terms (which compensate the relevant member of the Seller Group for the appropriate portion of the cost of premiums or increased premiums) which will enable Xxxxx or the Target Companies or the Designated Transferees (in relation to losses affecting assets comprised in the Sale Businesses they purchase) to recover, or to enable the RTA Representative to recover for their benefit, in respect of events which occur prior to the Determination Time and give rise to loss, under claims-made Centrally Arranged Insurance Policies where no claim for the loss is made prior to the Determination Time.

15.4         Following Closing, the RTA Representative or another member of the Seller Group (or a claims handler appointed by the RTA Representative or the relevant member of the Seller Group) shall continue to administer and collect on a timely basis any Pre-Closing Claim capable of being enforced on behalf of a member of the Target Group or Designated Transferee which has acquired a Sale Business including, where appropriate, disputing with the relevant insurer the amount recovered.  Xxxxx shall (and shall procure that the relevant Target

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

33

Company or Designated Transferee shall) (a) cooperate fully with the RTA Representative and the relevant member(s) of the Seller Group to enable the RTA Representative and the other relevant member(s) of the Seller Group to comply with the requirements of the relevant insurer and (b) provide such information and assistance as the relevant insurer and the RTA Representative and the relevant member(s) of the Seller Group may request in connection with any Pre-Closing Claim.

15.5         Any monies received from an insurer by a member of the Seller Group as a result of a Pre-Closing Claim in respect of a loss or damage suffered by a Target Company or loss or damage suffered by an Asset Seller relating solely to a Sale Business sold by it under this Agreement prior to Closing shall be paid to Xxxxx net of (i) all excesses and deductibles and (ii) all costs and expenses of recovery (including all reasonable handling and collection charges by any claims handler appointed by the Sellers and any tax payable on such monies) (Seller Insurance Proceeds). For the avoidance of doubt, any monies that are paid by any insurer directly to a person who is not the insured in respect of any insured loss, liability or damage in respect of any insured claim shall not be deemed to be received by a member of the Seller Group.

15.6         Xxxxx acknowledges and agrees that neither the RTA Representative nor any other member of the Seller Group shall have any obligation under this Agreement to pay to Xxxxx, any other member of the Xxxxx Group or any other person an amount greater than the Seller Insurance Proceeds in respect of any Pre-Closing Claim or claim made possible by the arrangements contemplated by Article 15.3.

15.7         With effect from Closing, Xxxxx undertakes that it shall not, and shall procure that each other member of the Xxxxx Group shall not, make any notification, submission or claim of any nature, howsoever arising, nor assist any third party in making the same, pursuant to any Centrally Arranged Insurance Policy except pursuant to this Article 15.

15.8         No member of the Seller Group shall be obliged to pay to Xxxxx any Seller Insurance Proceeds to the extent that Xxxxx or any other member of the Xxxxx Group has already recovered from any member of the Seller Group or any other person an amount in respect of the loss, liability or damage suffered or incurred as a result of an event giving rise to a relevant Pre-Closing Claim.

15.9         Any right of Xxxxx or any of the Designated Transferees or Target Companies to claim for any loss or impairment of an asset (other than a fixed asset) under any Centrally Arranged Insurance Policy which arises under any of those policies, or under this Article 15, will be recorded in the Perimeter Working Capital Statement, net of all excesses and deductibles, as if such right were a Reported Trading Receivable except insofar as the insurance proceeds have been paid by the insurer in which case the cash thus paid or, if it has not yet been received by a Designated Transferee or Target Company, its right to receive the cash under this Article 15 will be recorded as part of Perimeter Working Capital as if they were a Reported Trading Receivable and not as Cash (even for the avoidance of doubt if it has been received as cash at the Determination Time).

15.10       Any right of Xxxxx or any Designated Transferee to make any claim for any loss or impairment of a fixed asset shall not be recorded as required by Article 15.10 but instead any proceeds shall be paid to Xxxxx, a Designated Transferee or a Target Company, as required by Xxxxx, and the amount of such proceeds shall be supplemented to include any deductible but nothing in this Article 15.10 shall require payment of an amount greater than the aggregate cost of replacing such fixed asset by another in substantially the same condition and of substantially similar age or repairing any impaired fixed asset and, if any payments received do exceed that cost, Xxxxx shall cause them to be reimbursed or paid over to the RTA Representative promptly after receipt.

15.11       To take account of the arrangements provided for under Articles 15.9 and 15.10, the provisions of paragraphs 24 and 25 of part G of Schedule 15 (Post Closing Financial Adjustments) will have effect.

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

34

ARTICLE 16.

CROSS-GROUP DEBT, TREASURY AND HEDGING

Trading Liabilities

16.1         Any member of the Seller Group may in the ordinary course settle at any time prior to Closing on behalf of the relevant Target Company or any Asset Seller any trading liabilities or expenses of any Target Company or Asset Seller which arise in connection with the ordinary course carrying on of the relevant Target Company’s business or, as the case may be, of the relevant Asset Seller’s Sale Business or which are incurred by another member of the Seller Group and recharged to that Target Company or Asset Seller.  Any amounts paid by a member of the Seller Group pursuant to this Article 16.1 shall be repayable by the relevant member of the Target Group or Asset Seller to the relevant member of the Seller Group and, in the case of an Asset Seller, the obligation to make such repayment shall form part of the Assumed Obligations.

16.2         Not later than twenty (20) Business Days after the Closing Date:

(a)           Xxxxx shall cause each relevant Target Company and each relevant Designated Transferee to deliver invoices to the relevant member of the Seller Group for all Cross-Group Sale Trading Receivables and all Recharges Receivable accrued in the ordinary course as at the Determination Time to which it is entitled (in the case of a Designated Transferee, recognizing that they are Sale Assets) in respect of the provision of goods, services, facilities or other benefits in connection with the Transferred Business in any period up to and including the Determination Time;

(b)           each relevant member of the Seller Group shall deliver to each relevant Target Company and to each relevant Designated Transferee invoices for all Cross-Group Sale Trading Payables accrued and all Recharges Payable accrued in the ordinary course as at the Determination Time for which the person invoiced is responsible (in the case of a Designated Transferee, recognizing that they are Assumed Obligations) in respect of the provision of goods, services, facilities or other benefits to the relevant Target Company or Asset Seller in connection with the Sale Business which a Designated Transferee is to acquire from it in any period up to and including the Determination Time; and

(c)           (i) Xxxxx shall cause each relevant Designated Transferee of a reporting unit for purposes of MaRCC forming part of an Asset Seller’s Sale Business to deliver invoices to that Asset Seller for all Notional Sale Trading Receivables accrued in its favor at the Determination Time in respect of the provision of goods, services, facilities or other benefits in connection with the Transferred Business in any period up to and including the Determination Time (whereupon such Notional Sale Trading Receivables shall become payment obligations of that Asset Seller), and (ii) each relevant Asset Seller shall deliver to each Designated Transferee of a reporting unit for purposes of MaRCC forming part of an Asset Seller’s Sale Business invoices for all Notional Sale Trading Payables accrued by such reporting unit at the Determination Time in respect of goods, services, facilities or other benefits received from other reporting units of such Asset Seller in any period up to and including the Determination Time (whereupon such Notional Sale Trading Payables shall become payment obligations of that Designated Transferee),

provided that (i) where a Sale Trading Receivable is a Sale Asset and the corresponding liability is an Assumed Obligation, the invoicing shall be carried out at the direction of the RTA Representative on behalf of the Designated Transferee acquiring the Sale Asset for payment by the Designated Transferee assuming the Assumed Obligation and (ii) in the case of Notional Sale Trading Receivables the invoicing shall be carried out at the direction of the RTA Representative on behalf of the Designated Transferee that is the creditor thereof.

16.3         The RTA Representative shall cause the relevant members of the Seller Group and Xxxxx shall cause the Target Companies and Designated Transferees to pay all amounts properly invoiced in accordance with Article 16.2 not later than sixty (60) days after Closing and no party shall challenge any amount invoiced and each

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

35

party will procure that its Affiliates will pay the amounts so invoiced on or before the end of such period of sixty (60) days.  These amounts will be payable in the currency in which they were incurred and, where no currency was specified, in the currency consistent with the ordinary practices of the Seller Group in the twelve (12) months prior to the date of this Agreement.

16.4         Following Closing, all trading arrangements and the provision of services, facilities and benefits between any member of the Target Group and any member of the Seller Group shall be made on the terms and subject to the conditions of the Transitional Services Agreement, this Agreement and any other relevant Transaction Documents, or any other relevant arrangements entered into by the relevant parties, and payables and receivables arising from such arrangements shall be invoiced separately from the invoices delivered in accordance with Article 16.2.

Non-Trading Liabilities

16.5         The Share Sellers and Xxxxx each agree that, between the date of this Agreement and Closing, they shall cooperate actively and in good faith to attempt to minimise the amounts of certain Cross-Group Non-Trading Payables (including Cross-Group Loans) and Cross-Group Non-Trading Receivables in accordance with the principles set out in Schedule 14 (Cross-Group Debt) and in a manner which does not give rise to adverse financial, fiscal or economic consequences for any member of the Seller Group or any member of the Xxxxx Group.

16.6         All Cross-Group Non-Trading Payables shall be Cross-Group Loans to which Articles 1.11, 2.2 and 2.8 apply except where the RTA Representative on behalf of the relevant Cross-Group Loan Seller determines otherwise in relation to any Cross-Group Non-Trading Payables.  Between the date of this Agreement and Closing, the RTA Representative and Xxxxx shall co-operate actively and in good faith to establish whether it is preferable for any Cross-Group Loans to be dealt with under Articles 16.7 to 16.9 as Cross-Group Non-Trading Payables rather than as Cross-Group Loans to which Article 1.11  applies, subject to this not giving rise to adverse financial, fiscal or economic consequences for any member of the Seller Group or the Xxxxx Group.

16.7         Xxxxx shall procure the payment in cash at Closing without deduction other than any deduction for or on account of Tax required by Law to the relevant members of the Seller Group to which any Cross-Group Non-Trading Payables (other than Cross-Group Loans) are then owed (whether or not then due for payment) by any of the Target Companies of the amounts (if any) of such Cross-Group Non-Trading Payables owed to them as shown in the statement of Estimated Cross-Group Non-Trading Debt to be delivered pursuant to Article 2.4 (but excluding any Cross-Group Loans to be sold and transferred at Closing pursuant to Article 1.11 and Articles 2.2 and 2.8) and such liabilities shall be deemed to be discharged by the payments required by this Article.

16.8         (a)           Except to the extent otherwise contemplated by the implementation of any transaction in accordance with the principles set out in Schedule 14 (Cross-Group Debt) or otherwise provided in this Article 16.8, the RTA Representative shall procure the payment at Closing without deduction other than any deduction for or on account of Tax required by Law to the relevant Target Companies to which any Cross-Group Non-Trading Receivables are then owed (whether or not then due for payment) by a member of the Seller Group of the amounts (if any) of the Cross-Group Non-Trading Receivables owed to them as shown in the statement of Estimated Cross-Group Non-Trading Receivables and Recharges Receivable to be delivered pursuant to Article 2.4 and such liabilities shall be deemed to be discharged by the payments required by this Article.

(b)           As an exception to the foregoing, the RTA Representative shall cause any Cross-Group Non-Trading Receivables of Thermaplate to be paid to Xxxxx, whereupon Xxxxx shall recognize a debt to Thermaplate in the same amount.

(c)           As a further exception to the foregoing, it is agreed that the Cross-Group Non-Trading Receivables owed to Danaflex shall not be payable or repayable to Danaflex except conditional on Completion having occurred and on terms that such payment or repayment has no effect until after Completion has occurred.  The RTA Representative shall procure the payment to Danaflex of the Cross-Group Non-Trading Receivables owed to it without deduction on the first Business Day after the day on which Completion occurs.  For these purposes, Completion means (i) receipt by or on behalf of the

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

36

Sellers of the consideration which pursuant to this Agreement is payable at Closing and (ii) the delivery by the parties of the Material Deliverables to be delivered at Closing in accordance herewith or the waiver of any such delivery provided that in relation to the Sale Shares in respect of which delivery of a Material Deliverable has been waived by Xxxxx (if applicable), the completion of the steps in (i) and (ii) shall nevertheless be deemed, for the avoidance of doubt, to have caused all right, title and interest to such Sale Shares to be held for the account of the relevant Designated Transferee and all rights in respect of such Share Sales accruing for the benefit of, and liabilities attaching to such Share Sales being assumed by, the Designated Transferee in accordance with Article 1.1.

16.9         Within 5 Business Days after the Perimeter Closing Statements have been finally agreed or determined in accordance with Schedule 15 (Post Closing Financial Adjustments), the following payments shall be made in final settlement of the Cross-Group Non-Trading Payables (other than Cross-Group Loans):

(a)           if the amount set out in the Perimeter Closing Statements in respect of a Cross-Group Non-Trading Payable (other than a Cross-Group Loan) is less than the amount recorded in the Estimated Closing Statements in respect of that Cross-Group Non-Trading Payable, the RTA Representative shall procure that the relevant member of the Seller Group shall pay the relevant Target Company to which it is owed an amount equal to the difference together with interest at LIBOR plus one (1) per cent per annum on that amount for the period from (but excluding) the Closing Date to (and including) the date of payment calculated on a daily basis; or

(b)           if the amount set out in the Perimeter Closing Statements in respect of a Cross-Group Non-Trading Payable (other than a Cross-Group Loan) is greater than the amount recorded in the Estimated Closing Statements in respect of that Cross-Group Non-Trading Payable, Xxxxx shall procure that the relevant Target Company shall pay the relevant member of the Seller Group to which it is owed an amount equal to the difference together with interest at LIBOR plus one (1) per cent per annum on that amount for the period from (but excluding) the Closing Date to (and including) the date of payment calculated on a daily basis.

16.10       Within 5 Business Days after the Perimeter Closing Statements have been finally agreed or determined in accordance with Schedule 15 (Post Closing Financial Adjustments), the following payments shall be made in final settlement of the Cross-Group Non-Trading Receivables:

(a)           if the amount set out in the Perimeter Closing Statements in respect of a Cross-Group Non-Trading Receivable is greater than the amount recorded in the Estimated Closing Statements in respect of that Cross-Group Non-Trading Receivable, the RTA Representative shall procure that the relevant member of the Seller Group shall pay the relevant Target Company an amount equal to the difference together with interest at LIBOR plus one (1) per cent per annum on that amount for the period from (but excluding) the Closing Date to (and including) the date of payment calculated on a daily basis; it being understood that any payment under this Article 16.10(a) owed to Thermaplate shall be paid to Xxxxx on or as soon as practicable after Closing, whereupon Xxxxx shall recognize a debt to Thermaplate in the same amount; or

(b)           if the amount set out in the Perimeter Closing Statements in respect of a Cross-Group Non-Trading Receivable is less than the amount recorded in the Estimated Closing Statements in respect of that Cross-Group Non-Trading Receivable, Xxxxx shall procure that the relevant Target Company shall pay the relevant member of the Seller Group an amount equal to the difference together with interest at LIBOR plus one (1) per cent per annum on that amount for the period from (but excluding) the Closing Date to (and including) the date of payment calculated on a daily basis.

16.11       If, after implementation of Article 16.7, Article 16.8, Article 16.9, Article 16.10 and Schedule 15 (Post Closing Financial Adjustments), but not later than 31 December 2010, it is established that Cross-Group Debt was not recorded in the Perimeter Net Debt in accordance with Schedule 15 (Post Closing Financial Adjustments), the following shall apply:

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

37

(a)           if it is payable to a member of the Seller Group, Xxxxx shall procure that it is paid in full by the relevant debtor to the relevant creditor within thirty (30) Business Days after being notified by the RTA Representative of its existence and being provided with such evidence of its existence and amount as, acting reasonably, Xxxxx may require and:

(i)            any payment so made shall require a retrospective reduction, in accordance with Article 16.11(a)(ii) of the consideration payable under this Agreement for the Target Company which is the relevant debtor or for the Sale Business in relation to which the payable was an Assumed Obligation;

(ii)           at the time of such payment the relevant Share Seller or Asset Seller shall repay to the relevant Designated Transferee part of such consideration equal to the amount of the payable; and

(iii)          if the RTA Representative and Xxxxx so elect, the payment required under Article 16.11(a)(ii) may be made directly by the relevant Share Seller or Asset Seller to the relevant creditor which is a member of the Seller Group and the RTA Representative shall procure that this shall discharge the payable on behalf of the relevant debtor and shall indemnify and keep indemnified the debtor, Xxxxx and its other Affiliates from any further liability to make such payment and Xxxxx shall procure that this shall discharge the obligation of the relevant Share Seller or Asset Seller to reimburse consideration and shall indemnify and keep indemnified the relevant Share Seller or Asset Seller against any further obligation to make such repayment.

(b)           if it is payable to a Target Company or to a Designated Transferee, the RTA Representative shall procure that it is paid in full by the relevant debtor to the relevant creditor within thirty (30) Business Days after being notified by Xxxxx of its existence and being provided with such evidence of its existence and amount as, acting reasonably, the RTA Representative may require and:

(i)            any payment so made shall require a retrospective increase, in accordance with Article 16.11(b)(ii), in the consideration payable under this Agreement for the Target Company which is the relevant creditor or for the Sale Assets of which the payable forms part;

(ii)           at the time of such payment Xxxxx shall cause the relevant Designated Transferee to pay to the relevant Share Seller or Asset Seller additional consideration equal to the amount of such receivable; and

(iii)          if Xxxxx and the RTA Representative so elect, the payment required under Article 16.11(b)(ii) may be paid directly by the debtor to the relevant Share Seller or Asset Seller and the RTA Representative shall procure that this shall discharge the obligation of Xxxxx to cause the relevant Designated Transferee to make such payment and shall indemnify Xxxxx and the Designated Transferee and keep them indemnified against any further liability to make such payment and Xxxxx shall procure that this shall discharge the obligation of the relevant debtor which is a member of the Seller Group to make the payment to the relevant Designated Transferee or Target Company and shall indemnify the RTA Representative and each member of the Seller Group and keep them indemnified against any further liability to make such payment.

16.12       [Reserved].

16.13       Insofar as, at any time, any Cross-Group Non-Trading Payable which subsists following the implementation of any arrangement as contemplated by Schedule 14 (Cross-Group Debt), cannot be lawfully repaid or transferred as a Cross-Group Loan in accordance with its terms and the terms of this Agreement, the RTA Representative will procure that the relevant creditor in the Seller Group will not require or seek to enforce its repayment until its repayment or transfer can be lawfully effected and will promptly account to Xxxxx for any such repayment which is made at any time before it becomes lawful to do so.

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

38

16.14       No entry will be made or reflected in the Perimeter Closing Statements in respect of any Cross-Group Non-Trading Payable which is outstanding at the Determination Time and which cannot then lawfully be repaid or transferred in accordance with its terms as a Cross-Group Loan.

16.15       Any currency exchange profit or loss to the debtor on any Cross-Group Non-Trading Payable referred to in Article 16.13 will be calculated by comparison with the Exchange Rate applicable at the Determination Time and will be deducted from the payment required to be made to the Seller Group creditor under Article 16.14 (in the case of a profit) or added to it (in the case of a loss).

Treasury

16.16       Without prejudice to the provisions of this Article 16 and Schedule 14 (Cross-Group Debt), each member of the Target Group shall cease to participate in the Treasury Arrangements with effect on the Closing Date.  The provisions of Schedule 3 (Transitioning of Bank Accounts) shall apply in respect of automated cash pooling arrangements and the transitioning of bank accounts relating to the Transferred Business.

16.17       Xxxxx acknowledges and agrees that the RTA Representative and each other member of the Seller Group may make appropriate arrangements with each relevant financial institution to ensure that the participation of each member of the Target Group in the Treasury Arrangements ceases with effect on the Closing Date.

Hedging

16.18       Between the date of this Agreement and Closing the RTA Representative shall cause each member of the Seller Group, each Target Company and each Asset Seller to perform any Hedge existing relating to the Transferred Business at the date of this Agreement between any member of the Seller Group and any Asset Seller and any member of the Target Group in accordance with their respective terms. Between the date of this Agreement and Closing, the Asset Sellers and Target Companies shall continue to be at liberty to enter into Xxxxxx on arms-length terms in the ordinary course of the Transferred Business with members of the Seller Group.

16.19       At Closing, the RTA Representative shall ensure that any Hedge existing in connection with the Transferred Business between any member of the Seller Group and any Target Company or Asset Seller shall be terminated at fair market value and the relevant payable or receivable shall be included as a trade debtor or trade creditor in the Perimeter Working Capital in accordance with Schedule 15 (Post Closing Financial Adjustments).

16.20       Xxxxxx with third parties shall not be terminated at Closing but their xxxx-to-market value shall be reflected in the Perimeter Working Capital. Xxxxx shall be responsible for terminating or modifying any Xxxxxx with third parties post-Closing. No member of the Seller Group shall be liable in respect of any external hedging which is terminated by any counterparty as a result of the Proposed Transaction.

Interpretation

16.21       In this Article 16 and Article 18 (Releases and Indemnities), all references to members of the Seller Group are references to all entities which are members of the Seller Group at the date of this Agreement and all entities which are members of the Seller Group as at the Closing Date.

ARTICLE 17.

GUARANTEES AND OTHER THIRD PARTY ASSURANCES

17.1         Xxxxx shall use commercially reasonable efforts to procure that, at Closing or as soon as reasonably practicable thereafter, each member of the Seller Group is released in full from all Third Party Assurances by which it or any members of the Seller Group is bound in respect of any obligations of any member or members of the Target Group or any Assumed Obligations, as well as from the letter of credit from Citibank,

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

39

guaranteed by PPPI, in favor of the U.S. Environmental Protection Agency in connection with remediation measures at PPPI’s Des Moines plant.

17.2         In addition, Xxxxx shall use commercially reasonable efforts to ensure that, as soon as reasonably practicable after becoming aware of any Third Party Assurance in respect of any obligations of any member of the Target Group that was incurred in the ordinary course of business and exceeds the amount of  *** individually or  *** in the aggregate, each member of the Seller Group is released in full from such Third Party Assurance.

17.3         Xxxxx’x obligations under this Article 17 shall include provision by it or an appropriate member of the Xxxxx Group of a guarantee and/or provision of a bank guarantee and/or letter of credit to the relevant beneficiary in replacement of the relevant Third Party Assurance.  For the avoidance of doubt, the amount of any such replacement guarantee and/or bank guarantee and/or letter of credit shall be equal to but no greater than the amount of the relevant Third Party Assurance and the terms on which such replacement is provided shall be no more onerous than those under the original Third Party Assurance to which it relates.

17.4         Pending release of any Third Party Assurance given by a member of the Seller Group referred to in this Article 17, Xxxxx shall indemnify each member of the Seller Group (including any person who ceases to be a member of the Seller Group after the date of this Agreement) against any and all Liabilities and Costs under or by reason of that Third Party Assurance. The indemnity under this Article 17.4 shall be limited to an amount equal to that which the beneficiary of that Third Party Assurance would have been entitled to recover under and in accordance with the terms of such Third Party Assurance.  The provisions of this Article 17.4 shall not apply to the letter of credit from Citibank, guaranteed by PPPI, in favor of the U.S. Environmental Protection Agency in connection with remediation measures at PPPI’s Des Moines plant.

17.5         The RTA Representative shall use commercially reasonable efforts to procure that, at Closing or as soon as reasonably practicable thereafter, each member of the Target Group is released in full from all Third Party Assurances by which it is bound in respect of obligations of any member of the Seller Group, including any Excluded Obligations.

17.6         In addition, the RTA Representative shall use commercially reasonable efforts to ensure that, as soon as reasonably practicable after becoming aware of any other Third Party Assurance in respect of any obligations of any member of the Seller Group, each member of the Target Group is released in full from such Third Party Assurance.

17.7         The RTA Representative’s obligations under this Article 17 shall include provision by an appropriate member of the Seller Group of a guarantee and/or provision of a bank guarantee and/or letter of credit to the relevant beneficiary in replacement of the relevant Third Party Assurance. For the avoidance of doubt, the amount of any such replacement guarantee and/or bank guarantee and/or letter of credit shall be equal to but no greater than the amount of the relevant Third Party Assurance and the terms on which such replacement is provided shall be no more onerous than those under the original Third Party Assurance to which it relates.

17.8         Pending release of any Third Party Assurance given by a member of the Target Group referred to in this Article 17, the Sellers shall indemnify each member of the Target Group against any and all Liabilities and Costs arising after Closing under or by reason of that Third Party Assurance. The indemnity under this Article 17.8 shall be limited to an amount equal to that which the beneficiary of that Third Party Assurance would have been entitled to recover under and in accordance with the terms of such Third Party Assurance.

ARTICLE 18.

RELEASES AND INDEMNITIES

18.1         Without prejudice to the parties’ rights pursuant to Article 16 and Schedule 13 (Tax), Xxxxx agrees not to allege, initiate or pursue (and to procure that none of its Affiliates and no members of the Target Group shall allege, initiate or pursue) any claim or demand of any kind against any member of the Seller Group and each

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

40

member of the Seller Group shall, with effect from Closing, be released and discharged from, and indemnified by Xxxxx from and against, all liabilities and obligations in each case in respect of:

(a)           the payment or repayment by any Target Companies of any Cross-Group Non-Trading Payables or Cross-Group Sale Trading Payables or Recharges in accordance with this Agreement;

(b)           the implementation of any of the principles or transactions set forth in Schedule 14 (Cross-Group Debt);

(c)           without prejudice to any liabilities or obligations expressly imposed by the terms of the Intellectual Property Assignment Agreement or this Agreement, the agreement or consummation of any Intellectual Property Transaction (including the arrangements in relation to the AP2F Patents set forth in Article 1.15);

(d)           any conduct of any Target Company or member of the Seller Group in the course of participating in or upon ceasing, in accordance with Article 16.16, to participate in the Treasury Arrangements;

(e)           any Target Company or member of the Seller Group implementing any of the arrangements for dealing with cash in accordance with Schedule 14 (Cross-Group Debt);

(f)            any charges made by any member of the Seller Group on, or paid to any member of the Seller Group by, a Target Company or Asset Seller which has owned or operated a Sale Business and any Recharges being, or being alleged to be, of amounts which were either less than or greater than the fair value of the benefits in respect of which they were levied or paid;

(g)           the sale of and payment for any Sale Assets, the assumption of any Assumed Obligations, the failure to obtain any Third Party Consents required or desirable in relation to such transactions or the Costs (except for Taxes governed by the Tax Covenant) incurred in connection therewith;

(h)           without prejudice to Article 4 (Pre-Closing Undertakings) and Schedule 14 (Cross-Group Debt), any dividend or distribution declared or effected, any payment or any sale or transfer of any assets of any kind made, and any transaction of any Target Company or Asset Seller with any Affiliate entered into or performed in each case at or before Closing; and

(i)            any matter referred to in Paragraphs 13.4 or 13.5 of Schedule 5 (Limitations on Liability);

including on the basis of any claim that any of them constitutes an unlawful dividend or distribution, unlawful return of capital, a breach of any Financial Assistance Law, a preference, a fraudulent transfer or conveyance or a transaction at an undervalue or similar event liable to be void, voidable or otherwise reversed or the subject of compensation by virtue of the application of any Law or any rule of common law.  Bemis shall indemnify, and keep indemnified, the RTA Representative and each member of the Seller Group from and against any and all Liabilities and Costs incurred or suffered by the RTA Representative or any member of the Seller Group resulting from any allegation, claim or demand made by any member of the Bemis Group to which this Article 18.1 applies.

18.2         Without prejudice to (a) the arrangements relating to Cross-Group Reported Trading Debt and Cross-Group Debt for which provision is made in Article 16 (Cross-Group Debt, Treasury and Hedging) and Schedule 15 (Post Closing Financial Adjustments), and (b) liabilities or other obligations arising under any provision of the Transaction Documents (including, without limitation, all indemnities given in respect of Assumed Obligations and Excluded Obligations and the arrangements provided for under the Transitional Services Agreement); and (c) any arrangements entered into between a member of the Seller Group and a member of the Xxxxx Group before or after the date of this Agreement:

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

41

(a)           the RTA Representative shall procure that no claim is made by a member of the Seller Group against a Target Company or a Designated Transferee after Closing in respect of any cost, charge, liability, expense or other obligation arising from any matter or circumstance arising in connection with the Transferred Business at or prior to Closing and shall indemnify and keep indemnified Bemis and each member of the Bemis Group (including the Target Companies) against any such claim; and

(b)           Bemis will procure that no claim is made by a Target Company or Designated Transferee against any member of the Seller Group after Closing in respect of any cost, charge, liability, expense or other obligation arising from any matter or circumstance in connection with the Transferred Business at or prior to Closing and shall indemnify and keep indemnified the RTA Representative and each member of the Seller Group against any such claim.

ARTICLE 19.

INFORMATION AND RECORDS POST-CLOSING

19.1         For two (2) years following the Closing Date and thereafter in respect of any Claim, Bemis shall, and shall procure that each member of the Bemis Group shall, provide the Sellers (at the Sellers’ cost) with reasonable access at reasonable times to its employees and (and the right to take copies of) the books, accounts, and all other financial records (the Records) held by it after Closing to the extent that they relate to the Transferred Business and to the period up to Closing and to the extent that Sellers have a legitimate business need therefore, including for the preparation of any Transferred Business Quarterly Carve-out Accounts. Any Records provided pursuant to this Article 19.1 shall be subject to the provisions of Article 26 (Confidentiality).

19.2         For seven (7) years following the Closing Date, Bemis shall not, and shall procure that no member of the Bemis Group shall, dispose of or destroy any of the Records held by it after Closing to the extent that they relate to the Transferred Business and to the period up to Closing without first giving the RTA Representative at least two (2) months’ notice of its intention to do so and giving the RTA Representative and the other members of the Seller Group a reasonable opportunity to remove and retain any such Records that the RTA Representative or any of its Affiliates can demonstrate it has, or it is reasonably likely that it shall have, a legitimate business need for retaining (at the expense of the RTA Representative and the other members of the Seller Group). Any Records removed pursuant to this Article 19.2 shall be subject to the provisions of Article 26 (Confidentiality).

19.3         For two (2) years following the Closing Date, the RTA Representative shall, or shall procure that each member of the Seller Group shall, provide Bemis (at Xxxxx’x cost) with reasonable access at reasonable times to the employees of the Sellers and (and if applicable, the right to take copies of) Records held by it after Closing to the extent that they relate to the Transferred Business and to the period up to Closing. Any Records provided pursuant to this Article 19.3 shall be subject to the provisions of Article 26 (Confidentiality).

19.4         Without prejudice to Article 4.8(d), for two (2) years following the Closing Date, the RTA Representative shall, or shall procure that each member of the Seller Group shall, provide Xxxxx’x financing sources (at Xxxxx’x cost), with reasonable access at reasonable times to the employees of the Seller and (if applicable, the right to take copies of) Records held by it after Closing to the extent that they relate to the Transferred Business and to the period up to Closing and are required for the completion of Xxxxx’x financing transactions in respect of the Proposed Transactions, provided in each case that such access shall not include access to competitively sensitive information relating to other assets and operation of the Sellers and their Affiliates and shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Seller or its Affiliates and will be subject to compliance of such sources with the confidentiality provisions of Article 26 (Confidentiality).

19.5         For seven (7) years following the Closing Date, each of the Sellers shall not, and shall procure that no member of the Seller Group shall dispose of or destroy any of the Records held by it after Closing to the extent that they relate to the Transferred Business and to the period up to Closing without first giving Bemis at least two (2) months’ notice of its intention to do so and giving Bemis a reasonable opportunity to remove and retain any such Records that Bemis can demonstrate it has, or it is reasonably likely that it shall have, a legitimate business need for

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

42

retaining (at Xxxxx’x expense). Any Records removed pursuant to this Article 19.5 shall be subject to the provisions of Article 26 (Confidentiality).

ARTICLE 20.

PROTECTIVE COVENANTS POST-CLOSING

Non-Solicitation

20.1         Each Seller covenants with Bemis (with the intention of assuring to Bemis the full benefit and value of the goodwill and connections of the Transferred Business and as a constituent part of the agreement for the sale of the Sale Shares, the Cross-Group Loans and the Sale Assets) that, except with the prior written consent of Bemis, no Controlled Seller Group Member shall, for a period of two (2) years from the Closing Date, solicit, or endeavour to entice away, offer employment to, offer any contract for services to, or actually hire any Covered Employee; provided, however, that this Article 20.1 shall not apply to a Covered Employee that (i) is transferred to a member of the Seller Group pursuant to any of the transactions contemplated under this Agreement or (ii) is hired solely as a result of a general public advertisement or other such general solicitation of employment not directed at such Covered Employee.

20.2         Bemis shall not and shall procure that each member of the Bemis Group shall not, except with the prior written consent of the Sellers, for the period of two (2) years from the Closing Date, solicit, or endeavour to entice away, offer employment to, offer any contract for services to, or actually hire any Covered Person who is employed by any member of the Seller Group as of the date of this Agreement and at any time until the end of the term specified in this Article 20.2; provided, however, that this Article 20.2 shall not apply to a Covered Person that (i) is transferred to a member of the Xxxxx Group pursuant to any of the transactions contemplated under this Agreement or (ii) is hired solely as a result of a general public advertisement or other such general solicitation of employment not directed at such Covered Person.

20.3         Without prejudice to Article 36.5, Bemis agrees that in the event of the acquisition (by asset purchase, stock purchase, merger, consolidation or otherwise) by a person (other than a member of the Seller Group) (such person, a Retained Business Buyer) of the stock, business or assets relating to all or any portion of the Retained Business, the provisions of Article 20.2 shall, and are expressly intended to, inure for the benefit of and shall be enforceable by any Retained Business Buyer.

20.4         Each of the restrictions contained in each Paragraph in this Article 20 is separate and severable and in the event of any such restriction being determined to be unenforceable in whole or in part for any reason, that unenforceability shall not affect the enforceability of the remaining restrictions or (in the case of restrictions unenforceable in part) the remainder of that restriction.

Non-Compete

20.5         Each Seller covenants with Bemis, each member of the Bemis Group and each member of the Target Group that no Controlled Seller Group Member shall, for a period of  *** from the Closing Date in countries in North and South America where the Target Group or any Asset Seller (as part of its Sale Business) has substantial sales as of the date of the Original Agreement (the Locations):

(a)           manufacture or sell Restricted Products; for purposes hereof, Restricted Products means food and beverage flexible packaging products manufactured and sold by the Target Group or any Asset Seller (as part of its Sale Business), either directly on its own account or in conjunction with or on behalf of any other person, during the *** preceding the Closing Date,  provided that Restricted Products shall exclude the following:

(i)            beauty products (other than personal care products that the Seller Group did not produce as of the date of the Original Agreement and has not produced during the *** period preceding the Closing Date);

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

43

(ii)           pharma products, including for the avoidance of doubt medical flexibles packaging products;

(iii)          pet food products (provided that sales of retort pouches shall be permitted in the Locations only in an amount equal to sales in the Locations during the  *** period preceding the Closing Date, it being understood that any amount in excess thereof may be included in the  *** permitted amount set forth in Article 20.6(a));

(iv)          tobacco products;

(v)           capsules products; and

(vi)          foil based products; or

(b)           acquire (by asset purchase, stock purchase, merger, consolidation or otherwise) the stock or equity of any person or any business or assets that at the time of such acquisition are primarily engaged or used in a business which competes with the Target Group or manufactures and sells Restricted Products (a Competing Business) for a purchase price attributable to the acquisition of any such Competing Business of more than ***.  No person, business or assets acquired in a single transaction shall be deemed to be primarily engaged or used in a Competing Business if the revenue of such person, business or assets generated from the Competing Business for the last *** before the acquisition represented less than  *** of the total revenues of such person, business or assets, as the case may be, over the same period.

20.6         Notwithstanding the provisions of Article 20.5(a), no Controlled Seller Group Member shall be prohibited or restricted from (a) manufacturing and selling Restricted Products in the Locations  in an amount, which together with the manufacture and sales of Restricted Products in the Locations by other Controlled Seller Group Members, does not exceed  *** during the  *** period following the Closing Date, or (b) from maintaining or undertaking a passive investment in any person engaged in the Competing Business.

20.7         Articles 20.5 and 20.6 shall cease to apply to the Controlled Seller Group Members with respect to all or any part of the Retained Business sold to a Retained Business Buyer and will not apply in any way whatsoever to a Retained Business Buyer or any of its Affiliates.

ARTICLE 21.

SELLERS’ MARKS

21.1         With the exception of Inventory, Bemis shall procure that:

(a)           as soon as reasonably practicable after the Closing Date and in any event within six (6) months thereafter, each member of the Target Group and each of Xxxxx’x Affiliates shall cease to use or display all Sellers’ Marks or any xxxx, name, logo or domain name which, in the reasonable opinion of the RTA Representative, is substantially or confusingly similar to any of them; and

(b)           as soon as reasonably practicable after the Closing Date and in any event within six (6) months thereafter, the name of any member of the Target Group or Sale Asset which it has acquired which consists of or incorporates the word “Rio Tinto”, “Alcan” and/or any other Sellers’ Xxxx is changed to a name which does not include that word or any name which, in the reasonable opinion of the RTA Representative, is substantially or confusingly similar.

21.2         For the avoidance of doubt, Bemis, each of its Affiliates and each member of the Target Group may continue to hold, sell, distribute or otherwise deal with Inventory which bears any Seller’s Xxxx for such time following Closing as needed in order to sell or dispose of such Inventory in the ordinary course of business.

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

44

21.3         If, following Closing, any Sellers’ Xxxx or any goodwill associated with any Sellers’ Xxxx is owned by, licensed to, or otherwise vested in any member of the Bemis Group, Bemis shall, and shall procure that the relevant member of the Xxxxx Group shall, as soon as reasonably practicable upon becoming aware of the same, take such steps as are necessary to assign or procure the assignment of any such Sellers’ Xxxx or goodwill to the RTA Representative (or such other entity as the RTA Representative may direct) or terminate any such licence, in each case at the cost of the relevant member of the Seller Group.

21.4         On or as soon as possible after Closing, Bemis and the RTA Representative shall send out a joint notice in a form reasonably satisfactory to each of Bemis and the RTA Representative to an agreed list of the suppliers, customers and clients of the Transferred Business advising them of the transfer of the Transferred Business.

21.5         Bemis acknowledges and agrees that the agency arrangement between APC and Alcan Inc. whereby APC manages the license on behalf of Rio Tinto Alcan Inc. pursuant to the Foil Supply and Distribution Agreement relating to the use of the word “Alcan” for the manufacture of aluminium foil shall be terminated at Closing, and none of Bemis nor any of its Affiliates shall have any rights, interest or benefit to such arrangement or any Sellers’ Xxxx referred therein.

ARTICLE 22.

REPRESENTATIVES

22.1         Each Seller hereby irrevocably appoints Alcan Corporation as its representative to act on its behalf and on behalf of each of the Seller Group members for all purposes under this Agreement (the RTA Representative), including for the purposes of:

(a)           delivering payment instructions to Bemis in connection with the payment of sums due hereunder;

(b)           accepting notices on behalf of such Seller;

(c)           taking any and all actions that may be necessary or desirable, as determined by the RTA Representative in its sole discretion, in connection with the payment of the costs and expenses incurred with respect to the Proposed Transactions;

(d)           granting any consent or approval on behalf of such Seller under this Agreement; and

(e)           generally taking any and all other actions and doing any and all other things provided in or contemplated by this Agreement to be performed by such Seller.

For the avoidance of doubt, references to the RTA Representative in this Agreement as taking any action or doing anything (or procuring or causing that any action be taken or anything be done) hereunder, including agreeing to perform any undertaking or accept any obligation or other Liability shall be construed as the RTA Representative taking such action or doing such thing (or procuring or causing that such action or anything be taken or done) on behalf of the relevant Seller or Sellers as the context may require, in each case as agent and representative of such entity or entities and not on its own behalf.

22.2         Bemis shall act on behalf of each Designated Transferee for all purposes under this Agreement, including for the purposes of:

(a)           delivering payment to the Sellers (or to the RTA Representative for receipt on behalf of the Sellers) in connection with the payment of sums due to them hereunder;

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

45

(b)           accepting notices on behalf of Bemis, the Designated Transferees and the other members of the Bemis Group;

(c)           granting any consent or approval on behalf of Bemis and the other members of the Bemis Group under this Agreement; and

(d)           generally taking any and all other actions and doing any and all other things provided in or contemplated by this Agreement to be performed by Bemis and the other members of the Xxxxx Group.

ARTICLE 23.

PAYMENTS

23.1         Except in relation to the repayment of any Cross-Group Debt in accordance with the provisions of Article 16 and the payment of any portion of the Initial Asset Consideration in Bemis Common Stock (which shall be made in accordance with the provisions of the Share Purchase Agreement) any payment to be made pursuant to this Agreement by Bemis (or any member of the Xxxxx Group) shall be made to the Sellers’ Bank Account or as otherwise directed by the RTA Representative. The RTA Representative agrees to pay each member of the Seller Group that part of each payment to which it is entitled.

23.2         Except in relation to the repayment of any Cross-Group Debt in accordance with the provisions of Article 16, and, if applicable, the issue of Bemis Common Stock pursuant to Article 2.15 (which shall be made in accordance with the provisions of the Share Purchase Agreement) and any payment to be made to Business Employees or Former Employees pursuant to Schedule 12 (Employee Terms and Employee Benefits), any payment to be made pursuant to this Agreement by any Seller (or any member of the Seller Group) shall be made to Xxxxx’x Bank Account.

23.3         Payment under Articles 23.1 and Article 23.2 shall be in immediately available funds by electronic transfer on the due date for payment. Receipt of the amount due shall be an effective discharge of the relevant payment obligation.

23.4         If any sum due for payment in accordance with this Agreement is not paid on the due date for payment, the person in default shall pay the Default Interest Rate on that sum from but excluding the due date to and including the date of actual payment calculated on a daily basis.

23.5         All payments due, or caused to be paid, hereunder by Bemis, or a member of the Bemis Group, to the RTA Representative or a member of the Seller Group, shall be made free from set-off or counterclaim and without deduction or withholding for or on account of any Tax save as may be required by Law.

23.6         If any deduction or withholding for or on account of Tax is required by Law to be made from any such payment then, subject to Article 23.9, the party making the payment (the Payer) shall pay to the party receiving the payment (the Payee) such amount as will, after such deduction or withholding has been made (and taking into account any withholding or deduction on such amount), leave the Payee with the same amount as it would have been entitled to receive in the absence of any such requirement to make a withholding or deduction (the additional amount); provided that the Payer shall not be obliged to pay an additional amount under this Article 23.6 if and to the extent that any deduction or withholding on account of Taxes consists of any Tax imposed on the income or gain of the RTA Representative or a member of the Seller Group in respect of the disposal of the Sale Shares, the Sale Assets or the Cross-Group Loans and such Tax is imposed in the jurisdiction in which are situated, for Tax purposes, as the case may be, the Sale Shares, the Sale Assets or the Cross-Group Loans in respect of which the Payer is making the payment in question.

23.7         If the Payee receives an additional amount by virtue of Article 23.6 and receives or is granted a credit against or repayment of any Tax paid by it or other Relief in respect of, or calculated with reference to, the withholding or deduction giving rise to such additional amount, the Payee shall promptly pay, to the extent that it

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

46

can do so without prejudice to the retention of the amount of such credit, repayment or other Relief, to the Payer such amount as the Payee shall have concluded to be attributable to the relevant withholding or deduction and to leave it (after such reimbursement) in no worse position (and, provided that it is in no worse position, no better position) than it would have been in if the Payer had not been required to make such deduction or withholding (such amount to be determined by the Payee acting in good faith and to be certified as such by the Payee).  Nothing contained in this Article 23.7 shall affect the right of the Payee to arrange its Tax affairs in whatever manner it thinks fit, nor oblige the Payee to disclose any information relating to its Tax affairs or any computations in respect thereof, or which is otherwise confidential, or any information disclosure of which would be unlawful.

23.8         If any deduction or withholding is made from any payment under or in connection with this agreement, the Payer will make the payment to the relevant Tax Authority of the amount deducted or withheld, will supply to the Payee within 30 days of such payments being made, an official receipt or other evidence of such payment and will give all reasonable assistance to enable the Payee to claim a credit, repayment or other Relief in respect of the deduction or withholding as promptly as possible.

23.9         The obligation of the Payer to pay any additional amount under the preceding provisions of this Article 23 is subject to the Payee’s filing any such forms or making any such declarations as may reasonably be requested of it by the Payer in order to avoid the circumstances which would give rise to any obligation of the Payer to pay an additional amount under Article 23.6 or to reduce the amount of the deduction or withholding, provided that the filing of the relevant form or the making of the relevant declarations is not to the detriment (other than to an extent which is in all respects immaterial) of the Payee, as it may reasonably determine.

23.10       Neither Bemis nor a member of the Bemis Group will assert that any deduction or withholding is required by Law from any sum payable by it if and to the extent that:

(a)           that sum relates to the sale of Alcan Packaging Mexico or Alcan Empaques Mexico and Bemis has received evidence reasonably satisfactory to it that: (i) each transferor of the shares of Alcan Packaging Mexico or Alcan Empaques Mexico holds a valid certificate of residence in France or the USA for the purposes of, respectively, the double taxation treaties between Mexico and the French Republic and Mexico and the United States of America; and (ii) each transferor has appointed a tax representative in Mexico; and (iii) that tax representative has notified its appointment to the Tax Authority in Mexico and provided it with  a copy of the certificate of residence mentioned in (i) of the transferor for whom it acts as representative; and/or

(b)           that sum relates to the sale of Embalagens, Envatrip or Danaflex; and/or

(c)           that sum relates to the sale of Envaril and the person acquiring the quotas of Envaril is not resident in Argentina for Tax purposes and the transfer of the quotas of Envaril is not effected by means of a public deed.

23.11       Nothing in Article 23.5 to Article 23.10 shall limit the rights of Bemis or any member of the Bemis Group to be indemnified in respect of Transfer Taxes in accordance with Part B of Schedule 13 (Tax).  If and to the extent that any deduction or withholding is made in accordance with Article 23.5 and that deduction or withholding is on account of a Transfer Tax for which Bemis or any member of the Bemis Group is entitled to be indemnified in accordance with Part B of Schedule 13 (Tax), then that deduction or withholding shall not give the Payee any entitlement to an additional amount in accordance with Article 23.6, to the extent that it relates to the Transfer Tax which gives rise to that indemnification right of Bemis or any member of the Bemis Group.

23.12       The VAT treatment of any supply pursuant to this Agreement is provided for in Part B of Schedule 13.

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

47

ARTICLE 24.

SELLERS’ GUARANTEED OBLIGATIONS

24.1         The Sellers’ Guarantor unconditionally and irrevocably guarantees to Bemis and to each Designated Transferee of any Sales Shares, Sale Assets or Cross-Group Loans pursuant to this Agreement the due and punctual performance and observance by each Seller of all its obligations under or pursuant to this Agreement (except for any obligations of the RTA Representative and any other member of the Seller Group under Article 3.5 and the Divested Business Guaranteed Obligations under Article 3.6), the Share Purchase Agreement and the Transitional Services Agreement (Sellers’ Guaranteed Obligations).

24.2         If and whenever any Seller defaults for any reason whatsoever in the performance of any of its Sellers’ Guaranteed Obligations, the Sellers’ Guarantor shall as soon as reasonably practicable unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the Sellers’ Guaranteed Obligations.

24.3         This guarantee shall be a continuing guarantee and accordingly remain in force until all the Sellers’ Guaranteed Obligations shall have been performed or satisfied and shall be in addition to and without prejudice to and not in substitution for any rights or security which Bemis or any member of the Xxxxx Group may now or hereafter have or hold for the performance and observance of the Sellers’ Guaranteed Obligations.

24.4         As a separate and independent obligation, the Sellers’ Guarantor agrees that any of the Sellers’ Guaranteed Obligations (including, any moneys payable) which may not be enforceable against or recoverable from the relevant Seller by reason of any legal limitation, disability or incapacity of that Seller or any other fact or circumstances (other than any provision of this Agreement, the Share Purchase Agreement or the Transitional Services Agreement) shall nevertheless be enforceable against and recoverable from the Sellers’ Guarantor as though the same had been incurred by the Sellers’ Guarantor and the Sellers’ Guarantor was the sole or principal obligor in respect thereof.

24.5         The liability of the Sellers’ Guarantor under this Article 24 shall not be discharged, released, diminished or impaired by:

(a)           any variation of any of the Sellers’ Guaranteed Obligations;

(b)           any amendment, variation or assignment of this Agreement, the Share Purchase Agreement or the Transitional Services Agreement;

(c)           any winding up, dissolution, reconstruction, legal limitation, incapacity or lack of corporate power or authority or other circumstances affecting any of the Sellers (or any act taken by any of the Sellers in relation to any such event); or

(d)           any other act, event, neglect or omission (whether or not known to any of the Sellers or the Sellers’ Guarantor) which would or might (but for this Article 24) operate to impair or discharge the liability of the Sellers’ Guarantor or afford the Sellers’ Guarantor or any of the Sellers any legal or equitable defence.

24.6         Unless Rio Tinto plc becomes the Sellers’ Guarantor pursuant to Article 24.7 at or prior to Closing, at or prior to Closing AHS shall procure the issuance in favor of Bemis of an unconditional, irrevocable letter of credit for its obligations under the guarantee provided in this Article 24 for a period of at least  *** from the Closing Date in an initial undrawn amount of ***, and AHS shall procure that such letter of credit be renewed or replaced with another letter of credit for the same undrawn amount from time to time as necessary such that a letter of credit for such amount shall be in full force and effect at all times until the first Business Day after expiry of  *** commencing the Closing Date, provided that notwithstanding the foregoing, any amounts drawn under such letter of credit or otherwise paid in satisfaction of any Claim (other than a Title Warranty Claim), Indemnity Claim (other than a Pension Indemnity Claim) or Tax Claim shall reduce the amount available under such letter of credit to the extent of any such payment, and for the avoidance of doubt AHS may replace such letter of credit with another letter

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

48

of credit in an amount equal to the initial undrawn amount less the aggregate of all amounts previously so drawn or otherwise paid. Such letter of credit (and any replacement thereof) shall be held in escrow in accordance with the terms of an escrow agreement to be entered into between Bemis and AHS (or in such case one of their designated Affiliates) and an escrow agent to be designated by AHS at the cost of AHS and on terms and conditions that are customary for this type of transactions.

24.7         If Rio Tinto plc receives an advance tax ruling from the Canada Revenue Agency in terms reasonably satisfactory to Rio Tinto plc confirming that the guarantee provided in Article 24 if provided by Rio Tinto plc will not constitute “property acquired by any person in substitution for property distributed to the parent on the winding-up” for purposes of subparagraph 88(1)(c)(vi) of the Income Tax Act (Canada), then, upon receipt of such tax ruling, AHS shall procure that Rio Tinto plc shall execute an instrument (substantially in the form attached hereto as Exhibit 11) assuming all past, present and future obligations upon such guarantee provided that Bemis shall release and discharge and cause each Bemis Group member to release and discharge AHS from all past, present and future obligations under such guarantee upon such assumption of such obligations by Rio Tinto plc, whereupon Rio Tinto plc shall be the Sellers’ Guarantor, provided, however, that Rio Tinto plc shall not be required to assume and shall not assume the obligations of AHS under Article 24.6, which shall terminate and be of no further force and effect upon assumption by Rio Tinto plc of AHS’s obligation under such guarantee. If such instrument is delivered after Closing, then upon the delivery of such instrument the letter of credit shall be returned to AHS or otherwise terminated in accordance with the terms of escrow agreement.

ARTICLE 25.

ANNOUNCEMENTS

25.1         None of the RTA Representative, any of the Sellers nor Bemis (nor any of their respective Affiliates) shall make any announcement or issue any circular in connection with the existence or subject matter of this Agreement or any other Transaction Document without the prior written approval of the RTA Representative and Bemis. The RTA Representative and Bemis shall use reasonable best efforts to agree and issue a joint public announcement as soon as reasonably practicable following the date of this Agreement.

25.2         The restriction in Article 25.1 shall not apply to the extent that the announcement or circular is required by Law, by any stock exchange or any regulatory or supervisory body or authority of competent jurisdiction, whether or not the requirement has the force of Law. If this exception applies, the party making the announcement or issuing the circular shall endeavour on a commercially reasonable basis to consult with the other party in advance as to its form, content and timing.

ARTICLE 26.

CONFIDENTIALITY

26.1         For the purposes of this Article 26:

(a)           Confidential Information means:

(i)            (in relation to the obligations of Bemis) any information received or held by Bemis relating to any member of the Seller Group and/or any of their businesses (including any which have been sold or agreed to be sold to any other person including Amcor Limited or any other Retained Business Buyer) or, prior to Closing, any member of the Target Group, the Sale Assets, the Assumed Obligations, and/or the businesses in which they are used, including for the avoidance of doubt any information received pursuant to a Phase I ESA or a Phase II ESA;

(ii)           (in relation to the obligations of the Sellers) any information received or held by the RTA Representative or any of the Sellers relating to any member of the Bemis Group and/or its business and, following Closing, the Sale Assets, the Assumed Obligations, the Target Group, and any member thereof and/or their relevant underlying businesses; and

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

49

(iii)          information relating to the provisions of, and negotiations leading to, this Agreement (and for the avoidance of doubt the Original Agreement) and any other Transaction Documents,

in each case including written information, information transferred orally, visually, electronically or by any other means; and

(b)           Representatives means, in relation to a party, its respective Affiliates and its and their directors, officers, employees, agents and advisers.

26.2         Each of the Sellers, the Sellers’ Guarantor and Bemis shall (and shall ensure that each of its respective Representatives shall) maintain Confidential Information in confidence and not disclose Confidential Information to any person except (i) as this Article 26 permits or (ii) as the other party approves in writing, and shall not use Confidential Information for any purpose not related to the Proposed Transactions.

26.3         Article 26.2 shall not prevent disclosure by any member of the Seller Group, Bemis or any of their respective Representatives to the extent it can demonstrate that:

(a)           disclosure is required by Law or by any stock exchange or any Governmental Authority acting within its powers (provided that to the extent permitted by applicable Law, the disclosing party shall first inform the other party of its intention to disclose such information and take into account the reasonable comments of the other party);

(b)           disclosure is of Confidential Information which was lawfully in the possession of that party or any of its Representatives without any obligation of secrecy prior to its being received or held, provided that this Article 26.3(b) shall not be applicable to any member of the Seller Group in relation to information relating to the Sale Assets, the Assumed Obligations or the Target Group or any member thereof and/or their relevant underlying businesses;

(c)           disclosure is of Confidential Information which information was independently developed by that party or on its behalf without violating any of such party’s obligations under this Agreement and without reliance on any Confidential Information;

(d)           disclosure is of Confidential Information which has previously become publicly available other than through that party’s fault (or that of its Representatives);

(e)           disclosure relates to the US federal income tax treatment and tax structure of the transactions contemplated by this Agreement or any other Transaction Document; or

(f)            disclosure is required to a party’s professional advisers or a court or tribunal for the purpose of any arbitration of or judicial proceedings arising out of this Agreement or any other Transaction Document; or

(g)           disclosure is made to Amcor Limited or any of its Affiliates in connection with or by virtue of the preparation or implementation of the sale to Amcor Limited and its Affiliates of part of the Retained Business and the provision of files and other records relating to the business sold to Amcor Limited and its Affiliates under the agreement for such sale or the disclosure letter under that agreement where these files, records or disclosure letter also contain information relating to any of the Target Companies or the Sale Businesses.  At Bemis’  reasonable request, accompanied by reasonable evidence that Amcor Limited or any of its Affiliates is disclosing or unlawfully using Confidential Information under Article 26.1(a)(ii) in the possession of Amcor Limited or its Affiliates, the RTA Representative shall cause the relevant Seller Group members to enforce, in consultation with Bemis and at Xxxxx’x cost, the contractual rights they may have (if any) under their existing agreements with Amcor Limited or its Affiliates in order to prevent or obtain damages for such disclosure or unlawful use, provided that the RTA Representative shall not be obligated to (or to cause the relevant Seller Group members to) enforce

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

50

such contractual rights if the RTA Representative determines acting reasonably and in good faith and not arbitrarily that (i) it does not have or would not prevail in seeking to enforce such contractual rights or (ii) enforcing such rights would cause to the Seller Group disproportionate harm to the benefit being sought by Bemis or material prejudice taking into account the relations, contractual and otherwise, of the Seller Group with Amcor Limited and its Affiliates.

26.4         Each Seller, the Sellers’ Guarantor and Bemis undertakes that it (and its Affiliates) shall only disclose Confidential Information to its Representatives if it is reasonably required for purposes connected with this Agreement (or any other Transaction Document) and only if the Representatives are informed of the confidential nature of the Confidential Information.

26.5         If this Agreement terminates, each party shall, on request by another party, immediately:

(a)           return to such party all written documents and other materials in its possession containing such party’s Confidential Information without keeping any copies of them;

(b)           destroy all information or other documents in its possession derived from such Confidential Information; and

(c)           so far as it is practicable to do so, expunge such Confidential Information from any computer, word processor or other device.

26.6         Notwithstanding anything to the contrary in this Article 26, any disclosure of Confidential Information permitted pursuant to the terms of the Confidentiality Agreement shall in no way constitute a breach of this Article 26, including, for greater certainty, any such disclosure made by a Representative or Bemis.

ARTICLE 27.

FEES AND EXPENSES

Except as otherwise provided in this Agreement (or any other Transaction Document), the parties shall each be responsible for their own costs, charges, fees and other expenses (including those of their respective Affiliates) incurred in connection with the Proposed Transactions; including any legal, professional or other fees and expenses incurred in connection with the negotiation of this Agreement (and for the avoidance of doubt the Original Agreement), all other Transaction Documents and the making of any filings, notifications, regulatory investigation or similar proceedings arising in connection with the Proposed Transactions.

ARTICLE 28.

NOTICES

28.1         Any notice in connection with this Agreement shall be in writing in English and delivered by hand, fax, registered post or courier using an internationally recognized courier company. A notice shall be effective upon receipt and shall be deemed to have been received (i) at the time of delivery, if delivered by hand, registered post or courier or (ii) at the time of transmission if delivered by fax provided that in either case, where delivery occurs outside Working Hours in the recipient’s jurisdiction, notice shall be deemed to have been received at the start of Working Hours in the recipient’s jurisdiction on the next following Business Day.

28.2         The addresses and fax numbers of the parties for the purpose of Article 28.1 are:

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

51

The RTA Representative		Address:		Fax:		Electronic mail:
For the attention of: Head of Legal		0 Xxxxxxxxxx Xxxxxxx Xxxxxx X0 0XX Xxxxxx Xxxxxxx		x00 (0) 000 000 0000		xxxxx.xxxxxxxxx@xxxxxxxx.xxx
With a copy to: Xxxxx-Xxxxxxxx Xxxxx		00, Xxxxx xxx xxxxxxx 00000 Xxxxx Xx Defense Cedex France		x00 0.00.00.00.00		xxxxx-xxxxxxxx.xxxxx@xxxxxxxx.xxx
With a copy to: Xxxxx Xxxxx		Xxxxxx Xxxxxxx 0000 Xxxxxxxx Xxx Xxxx, XX 00000, XXX		x0 000 000-0000		xxxxx.xxxxx@xxxxxxxxxxxxx.xxx

Bemis		Address:		Fax:		Electronic mail:
For the attention of: Xxxxx X. Xxxxxxx, CEO		Xxxxx Company, Inc. Xxx Xxxxxx Xxxxxx X.X. Xxx 000 Xxxxxx, XX 00000, XXX		x0 000 000-0000		xxxxxxxxx@xxxxx.xxx
With a copy to: Xxxxx X. Xxxxxxx, Vice President General Counsel and Secretary		Xxxxx Company, Inc. Xxx Xxxxxx Xxxxxx X.X. Xxx 000 Xxxxxx, XX 00000, XXX		x0 000 000-0000		xxxxxxxxx@xxxxx.xxx
With a copy to: Xxxxxx X. Xxxxxxx		Xxxxx & XxXxxxxx LLP 000 Xxxx Xxxxxxxx Xxxxx Xxxxxxx, XX 00000, XXX		x0 000 000-0000		xxxxxx.x.xxxxxxx@xxxxxxxx.xxx

28.3         A party may notify all other parties to this Agreement of a change to its name, relevant addressee, address, electronic mail address or fax number for the purposes of this Article 28, provided that such notice shall only be effective on:

(a)           the date specified in the notification as the date on which the change is to take place; or

(b)           if no date is specified or the date specified is less than five (5) Business Days after the date on which notice is given, the date following five (5) Business Days after notice of any change has been given.

ARTICLE 29.

CONFLICT WITH AND REFERENCES IN OTHER AGREEMENTS

29.1         If there is any conflict between the terms of this Agreement and any other Transaction Document or other agreement (in each case, other than the Share Purchase Agreement), this Agreement shall prevail (as between the parties to this Agreement and as between any members of the Seller Group and any members of the Bemis Group) unless (i) such other agreement expressly states that it overrides this Agreement in the relevant respect or (ii) the RTA Representative and Bemis otherwise expressly agree in writing that such other agreement shall override this Agreement in that respect.

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

52

ARTICLE 30.

ENTIRE AGREEMENT

30.1         For the purpose of this Article 30, Connected Persons means in relation to each party, its Affiliates, and its and their officers, employees, agents and advisers. Each party agrees to the terms of this Article 30 on its own behalf and as agent for each of its Connected Persons.

30.2         Each of the parties to this Agreement confirms that this Agreement, together with the Transaction Documents and any agreements or arrangements entered into between any of the parties to this Amended and Restated Agreement after the date of the Original Agreement and on or before the date of this Amended and Restated Agreement, represents the entire understanding, and constitutes the whole agreement in relation to its subject matter and supersedes any previous agreements and understandings, oral and written, between the parties with respect thereto and, without prejudice to the generality of the foregoing, excludes any representation, warranty, condition or other undertaking implied at law or by custom, usage or course of dealing.

30.3         Each party confirms that:

(a)           in entering into this Agreement, the Transaction Documents and the documents in the agreed terms it has not relied on any representation, warranty, assurance, covenant, indemnity, undertaking or commitment which is not expressly set out in this Agreement or any other Transaction Document; and

(b)           in any event and without prejudice to the right of any party to claim contractual damages or to seek an injunction or a declaration or specific performance of any obligations, no party has any right or remedy (whether by way of a claim contribution or otherwise) in tort (including negligence) or for misrepresentation (whether negligent or otherwise and whether made prior to and/or in this Agreement).

30.4         Each of the parties to this Agreement confirms that in the event of any conflict, inconsistency or ambiguity between the terms of this Agreement and the terms of any other Transaction Document (including without limitation those agreements entered into in Argentina, Brazil and Mexico in accordance with paragraph 2(g) of Schedule 8 (Closing and Post-Closing Arrangements)), the terms of this Amended and Restated Agreement shall govern.  Bemis hereby agrees that nothing in any Transaction Document other than this Agreement shall give or be construed to give, directly or indirectly, any right or remedy of any person against any member of the Seller Group, or any of its respective assets, and Bemis shall procure that no person shall exercise any right or remedy under any such Transaction Document that Bemis or its Designated Transferees would not have under this Agreement (giving effect to the limitations on the rights and remedies of Bemis and its Designated Transferees provided in Schedule 5 (Limitations on Liability) to or any other provision of this Agreement) and shall indemnify and keep indemnified each member of the Seller Group against any such exercise of any right or remedy.

ARTICLE 31.

RIGHTS AND REMEDIES

31.1         It is agreed that:

(a)           no party shall have any claim or remedy in respect of any statement, representation or warranty or undertaking made by or on behalf of any other party (or any of its Connected Persons) in relation to the Proposed Transactions which is not expressly set out in this Agreement or any other Transaction Document;

(b)           any terms or conditions implied by Law in any jurisdiction in relation to the Proposed Transactions are excluded to the fullest extent permitted by Law or, if incapable of exclusion, any right, or remedies in relation to them are irrevocably waived to the fullest extent permitted by Law;

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

53

(c)           except for any liability in respect of a breach of this Agreement or any other Transaction Document, no party (or any of its Connected Persons) shall owe any duty of care or have any liability in tort or otherwise to any other party (or its respective Connected Persons) in relation to the Proposed Transactions; and

(d)           no party shall be entitled to, or shall seek to, rescind or to terminate its obligations under (i) this Agreement, except in accordance with Article 9 (Termination), or (ii) under any other Transaction Document, except as expressly permitted by its terms.

31.2         This Agreement shall exclude any Liability for (or remedy in respect of) fraud or fraudulent misrepresentation to the fullest extent permitted by applicable Law.

31.3         Without prejudice to any of the other rights and remedies of the parties under or pursuant to this Agreement each of the parties acknowledges and agrees that the failure to fulfill its obligations under this Agreement and achieve Closing would, unless such failure is the result of a failed Condition that is capable of being invoked by such party or otherwise directly results from a material breach of this Agreement by the other party, give rise to irreparable harm for which monetary damages would not be an adequate remedy. It is accordingly agreed that the parties, in addition to other remedies, shall be entitled to enforce the terms under this Article 31.3 by decree of specific performance without the necessity of proving the inadequacy of monetary damages as a remedy and to obtain injunctive relief against any failure of the other party to fulfill its obligations under this Agreement and achieve Closing.

31.4         The rights and remedies of the parties under this Article 31 are exclusive and in lieu of any and all other rights and remedies which the parties may have under this Agreement or otherwise against each other with respect to the Proposed Transactions for monetary relief with respect to (i) any breach of any representation or Warranty or any failure to perform any covenant or agreement set forth in this Agreement and (ii) the Assumed Obligations or the Excluded Obligations, and the parties each expressly waives any and all other rights or causes of action it or its Affiliates may have against the other party or its Affiliates now or in the future under any Law with respect to the subject matter hereof.  The remedies expressly provided in this Agreement shall constitute the sole and exclusive basis for and means of recourse between the parties with respect to the subject matter hereof.

ARTICLE 32.

COUNTERPARTS

This Agreement may be executed in any number of separate counterparts, each of which is an original but all of which taken together shall constitute one and the same Agreement.

ARTICLE 33.

AMENDMENT; WAIVER

33.1         Except as expressly provided in this Agreement, no failure or delay by any party in exercising any right or remedy relating to this Agreement or any of the other Transaction Documents shall affect or operate as a waiver or variation of that right or remedy or preclude its exercise at any subsequent time. No single or partial exercise of any such right or remedy shall preclude any further exercise of it or the exercise of any other remedy.

33.2         Any provision of this Agreement (or of any other Transaction Document) may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by or on behalf of all the parties hereto, or in the case of a waiver, by the party against whom the waiver is to be effective.  No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

54

ARTICLE 34.

INVALIDITY

Each of the provisions of this Agreement and the other Transaction Documents is severable. If any such provision is held to be or becomes invalid or unenforceable in any respect under the Law of any jurisdiction, it shall have no effect in that respect and the parties shall endeavour on a commercially reasonable basis to replace it in that respect with a valid and enforceable substitute provision the effect of which is as close to its intended effect as possible.

ARTICLE 35.

THIRD PARTIES

Without prejudice to Article 36 (Assignment), nothing in this Agreement, express or implied, is intended to confer upon any person other than Bemis, its Designated Transferees, the RTA Representative, the Sellers, the Sellers’ Guarantor, a Retained Business Buyer (with respect to any right granted or assigned to a Retained Business Buyer under Article 20.3 or Article 36.5 hereof), the Indemnified Parties and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement: it being understood that, for purposes of Articles 20.2, 20.3, and 20.4 (Protective Covenants Post-Closing), each Retained Business Buyer and, for purposes of Article 36.7, each of APFT and ALH is an intended express third-party beneficiary.

ARTICLE 36.

ASSIGNMENT

36.1         This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successor legal representatives and permitted assigns.

36.2         Subject to Articles 36.3, 36.4 and 36.5, no party shall assign, transfer, delegate, charge or otherwise deal with all or any of its rights or obligations under this Agreement (including any rights under the Warranties) nor grant, declare, create or dispose of any right or interest in it without the prior written consent of the other parties.

36.3         All or any of Xxxxx’x rights (but not its obligations) under this Agreement (including in respect of the Warranties) may be assigned, delegated or transferred by Bemis to any of its majority owned and Controlled Affiliates.

36.4         All of AHS’s rights and obligations under this Agreement in respect of the Sellers’ Guaranteed Obligations under Article 24 may be assigned and delegated by AHS to Rio Tinto plc pursuant to Article 24.1. All or any part of a Seller’s rights and obligations hereunder may be transferred to wholly-owned and Controlled Affiliates of Rio Tinto plc, provided that AHS cannot assign its rights and obligations under Article 3.6 to any person;

36.5         (a)           The purpose of this Article 36.5 is to ensure that in the event of an acquisition or proposed acquisition by a Retained Business Buyer of the stock, business or assets (a Retained Business Sale) relating to any portion of the Retained Business (the Sold Business), without prejudice to Part C of Schedule 7 (Conduct of the Transferred Business Pre-Closing), the consummation of the Retained Business Sale shall be facilitated without (i) reducing or adversely affecting any rights or increasing any obligations hereunder or under any Transaction Document of any member of the Bemis Group in respect of the Transferred Business or (ii) reducing or adversely affecting any rights or increasing any obligations hereunder or under any Transaction Document of (x) any Seller Group members that remain members of the Seller Group after the Retained Business Sale (the Remaining Seller Group Members) in respect of (A) the balance of the Retained Business and (B) the Sold Business to the extent the latter arise from facts, events or circumstances that have occurred prior to such sale

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

55

or transfer, or (y) the Retained Business Buyer and its Affiliates in respect of the Sold Business acquired by it or them.

(b)           It is intended that following a Retained Business Sale and the related transactions hereunder and under the Transaction Documents contemplated in this Article 36.5, (i) the Remaining Seller Group Members and the Retained Business Buyer of the Sold Business and its Affiliates, including, if applicable of any Seller Group members that cease to be members of the Seller Group as a result of the Retained Business Sale (Former Seller Group Members), taken together, shall have in the aggregate substantially the same rights and obligations hereunder and under the Transaction Documents as those the Seller Group would have had assuming the related Retained Business Sale had not occurred (other than in relation to any Ongoing Rights and Obligations) and (ii) the Remaining Seller Group Members shall maintain their liability for the obligations and shall, to the fullest extent reasonably practicable, be entitled to enforce the rights under this Agreement and the other Transaction Documents in relation to the related Sold Business, in each case of clauses (i) and (ii) other than any Ongoing Rights and Obligations which shall be exclusively the rights and obligations of the Retained Business Buyer of such Sold Business and its Affiliates, including if applicable, any Former Seller Group Members.

(c)           Without prejudice to the generality of the foregoing or to Part C of Schedule 7 (Conduct of the Transferred Business Pre-Closing), in the event of a Retained Business Sale of a Sold Business:

(i)            the Bemis Group and the Seller Group shall cooperate in good faith and use their commercially reasonable efforts to facilitate the Retained Business Sale on a cost-neutral basis to Bemis and in a manner that does not reduce or adversely affect any rights or increase any obligations hereunder or under any Transaction Document of any member of the Bemis Group in respect of the Transferred Business;

(ii)           the Remaining Seller Group Members shall be entitled to assign, transfer and delegate to the Retained Business Buyers and its Affiliates all or any of their rights and obligations under this Agreement and the other Transaction Documents relating to the Sold Business, provided that:

(x)                with respect to such rights and obligations that are not Ongoing Rights and Obligations (A) to the fullest extent reasonably practicable, the Remaining Seller Group members shall be entitled to enforce such rights so assigned and transferred to the Retained Business Buyer and its Affiliates on their behalf (and to the fullest extent reasonably practicable the Retained Business Buyer and its Affiliates shall not be entitled to enforce such rights directly), and (B) no such assignment, transfer or delegation shall release or discharge the Sellers’ Guarantor or any other Remaining Seller Group Member from such obligations, including any such obligations in respect of Claims, Indemnity Claims or Tax Claims;

(y)               with respect to such rights and obligations that are Ongoing Rights and Obligations, such assignment, transfer or delegation of (A) any rights may transfer such rights (including the full entitlement to enforce such rights) to the Retained Business Buyer and its Affiliates and (B) any obligations shall fully release the Sellers’ Guarantor and the Remaining Seller Group Members from any liability on such obligations;

(iii)          the Former Seller Group Members that become such as a result of the Retained Business Sale shall be entitled to retain all or any of their rights and obligations under this Agreement and the other Transaction Documents relating to the Sold Business, provided that, (A) with respect to such obligations that are part of Ongoing Rights and Obligations, the Sellers’ Guarantor and the Remaining Seller Group Member shall be released from any and all liability for such obligations, and (B) with respect to such rights and obligations that are not Ongoing Rights and Obligations the RTA Representative (x) shall use its commercially reasonable efforts to cause such Seller Group members to assign or transfer such rights to the Remaining Seller Group Members or to permit the Remaining Seller Group Members alone to enforce such rights on behalf

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

56

of the Former Seller Group Members against the Bemis Group members, and (y) shall cause such Former Seller Group Members to delegate, and the Sellers’ Guarantor or any other Remaining Seller Group Member to assume, such obligations, including any such obligations in respect of Claims, Indemnity Claims or Tax Claims, whereupon the delegating Former Seller Group Members shall be fully released therefrom; and

(iv)          notwithstanding clauses (ii) and (iii) above, the provisions of Schedule 10 (Intellectual Property) shall apply in relation to the Intellectual Property covered thereby.

(d)           Each of the RTA Representative and Bemis agrees to execute or cause its Affiliates to execute such instruments of assignment, delegation or transfer and such other documents as Bemis or the RTA Representative, respectively, may reasonably request to effect the foregoing.

(e)           The Ongoing Rights and Obligations are the rights and obligations of any Seller Group member hereunder or under any Transaction Document that relate to (i) all ongoing trading arrangements and the provision of services, facilities and benefits between (x) the Transferred Business or the Bemis Group and (y) the Sold Business; (ii) ongoing transitional or long-term services or arrangements for the supply, lease or licensing of goods, equipment or other tangible or intangible property between (x) the Transferred Business or the Xxxxx Group and (y) the Sold Business, as applicable, including under the Transitional Services Agreement; (iii) the separation from the Seller Group of the Transferred Business, including the Shelbyville Food Site, in such manner that they become autonomous; (iv) the Sellers’ obligations to deliver documents or to take other actions under Parts A, D, E or F of Schedule 8 (Closing and Post-Closing Arrangements) and to cooperate and exercise commercially reasonable efforts to obtain Third Party Consents under Article 4.6 and Part F of Schedule 8 (Closing and Post-Closing Arrangements); (v) any other ongoing operating arrangements, obligations and (vi) any arrangements of a similar nature to those in the foregoing clauses of this Article 36.5(e).

36.6         Any purported assignment, transfer or delegation in contravention of this Article 36 shall be void.

36.7         As of the date of this Amended and Restated Agreement, the parties hereby acknowledge and agree that prior to such date (a) all of APFT’s rights and obligations under or pursuant to this Agreement have been assigned and delegated by APFT to APFA (including any such rights and obligations that may have arisen prior to such assignment) and that APFT shall not assume, or have any obligation or liability whatsoever with regard to this Agreement; and (b) all of ALH’s rights and obligations under or pursuant to this Agreement have been assigned and delegated by ALH to Alcan Corporation (including any such rights and obligations that may have arisen prior to such assignment) and that ALH shall not assume, or have any obligation or liability whatsoever with regard to this Agreement.

ARTICLE 37.

FURTHER ASSURANCES AND CERTAIN COVENANTS

37.1         Without prejudice to Articles 4.5, 4.6 and Schedule 8 (Closing and Post-Closing Arrangements), each of the Sellers and Bemis shall execute (or procure the execution of) such further documents as may be required by Law or be necessary or beneficial to implement this Agreement.

37.2         The RTA Representative and Bemis shall procure that their respective Affiliates comply with all obligations under this Agreement which are expressed to apply to any such Affiliates.

37.3         Bemis shall, and shall procure that each member of the Bemis Group shall, (at the Sellers’ expense) also give such reasonable assistance to any member of the Seller Group as the RTA Representative or any of the Sellers may reasonably request in relation to:

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

57

(a)           any third party proceedings by or against any member of the Seller Group so far as they relate to the Transferred Business prior to the Closing, including proceedings relating to employees’ claims or Taxation; and

(b)           the preparation of consolidated audited or unaudited accounts and/or local statutory accounts for the Sellers’ Guarantor or any other member of the Seller Group for the year ended December 31, 2009 or any interim period thereof.

37.4         The Seller of the relevant Sale Business shall (at Xxxxx’x expense) give such reasonable assistance to Bemis or any member of the Bemis Group in relation to any third party proceedings by or against Bemis or such member of the Bemis Group so far as they relate to such Sale Business.

ARTICLE 38.

DISPUTE RESOLUTION

38.1         The parties to this Agreement agree to attempt to resolve any Dispute by way of negotiation between senior executives who have authority to settle such Dispute. In furtherance of the foregoing, any Disputing Party may initiate the negotiation by way of written notice (an Escalation Notice) demanding an in-person meeting involving representatives of the Disputing Parties at a senior level of management of the Disputing Parties (or if the Disputing Parties agree, of the appropriate strategic business unit or division within such party). A copy of any Escalation Notice shall be given to the Chief Legal Officer of each Disputing Party (which shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such negotiation may be established by the Disputing Parties from time to time; provided, however, that the negotiations shall be completed within thirty (30) days of the date of receipt by a party of the Escalation Notice or within such longer period to which the Disputing Parties may agree in writing prior to the expiration of the initial thirty (30) day period.

38.2         (a) If the Dispute has not been resolved by negotiation as provided in Article 38.1 within thirty (30) days of the date of receipt by a party of an Escalation Notice or such extended period as may be agreed by the Disputing Parties, or should the Disputing Parties fail to meet within the said thirty (30) day period, the Disputing Parties shall endeavour to settle the Dispute by mediation. The party wishing to refer a Dispute to mediation shall give written notice to the other (the Mediation Notice) describing the Dispute, requiring that the Dispute be submitted to mediation and proposing the name of a suitable person to be appointed mediator.

(b)           If the other party rejects the proposed mediator and the Disputing Parties are unable to agree on a mediator within fifteen (15) days of receipt by a party of a Mediation Notice, then either Disputing Party may request the Centre for Effective Dispute Resolution to appoint a mediator from the Centre for Effective Dispute Resolution panel of distinguished neutrals.

(c)           The mediator shall be entitled to make recommendations to the Disputing Parties which, unless the Disputing Parties otherwise agree in a writing, shall not be binding upon them.

(d)           The mediation shall continue until the earliest to occur of the following: (i) the Disputing Parties reach written agreement as to the resolution of the Dispute, (ii) the mediator makes a finding that there is no possibility of resolution through mediation, or (iii) sixty (60) days have elapsed since the receipt of a Mediation Notice (each, a Mediation Expiration Event). Following the occurrence of any Mediation Expiration Event described above (and, in the case of (i) above, unless the written agreement between the parties expressly limits the ability of the parties to pursue any claim or related claim), subject to Article 40 (Interpretation, Governing Law and Jurisdiction) the parties may seek any and all available remedies regarding the Dispute in law or in equity.

(e)           Each Disputing Party shall bear its own costs in connection with the mediation; the fees and disbursements of the mediator shall be borne equally by the Disputing Parties.

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

58

(f)            If the Disputing Parties accept any recommendation made by the mediator or otherwise reach agreement as to the resolution of the Dispute, such resolution shall not become binding upon the Disputing Parties until it is recorded in a written agreement executed by each of the Disputing Parties.

(g)           Any mediation held in accordance with this Article 38 is confidential and without prejudice. In the event that a Dispute is referred to a court in accordance with Article 38.2 Paragraph (d), the mediator or any other neutral involved in the mediation shall not take part in such court proceeding, whether as a witness or otherwise, and any notes or other records generated by him and any recommendation made by him in connection with the mediation shall not be used in evidence or relied upon by either Disputing Party without the consent of the other Disputing Party and of the mediator, and neither Disputing Party shall make use as evidence nor rely upon information supplied, or arguments raised (or the fact that an argument was not raised), by the other Disputing Party in the mediation, all of which shall be deemed to be part of settlement discussions and privileged from any disclosure or use.

ARTICLE 39.

XXXX XXXXX

00.0         Xxxxxx Xxxxxx.       The Sellers and Bemis agree to waive compliance with Article 6 of the Uniform Commercial Code as adopted in each of the jurisdictions in which any of the Sale Assets are located to the extent that Article 6 of the Uniform Commercial Code is applicable to the transactions contemplated hereby.

39.2         Canada.  APC and Bemis (on its own behalf and on behalf of the Canadian Purchaser) agree to waive compliance with the requirements of the provisions of the Bulk Sales Act (Ontario) and with Section 6 of the Retail Sales Tax Act (Ontario), and any other applicable provincial bulk sales legislation or retail sales tax legislation, as may be applicable in respect of the purchase and sale of the APC Sale Business. Notwithstanding the foregoing, APC agrees to indemnify and hold harmless Bemis or the relevant Designated Transferee from and against any claims, demands, actions, causes of action, damage, loss, costs, liability or expense which Bemis or the Canadian Purchaser may suffer or be exposed to by virtue of the non-compliance with the Bulk Sales Act (Ontario) or other applicable provincial bulk sales legislation, other than in respect of any Assumed Obligation.

ARTICLE 40.

INTERPRETATION, GOVERNING LAW AND JURISDICTION

40.1         The Schedules and Exhibits (and Disclosure Letter) of this Agreement form part of this Agreement and terms used in this Agreement shall be interpreted in accordance with Schedule 20 (Definitions and Interpretation).

40.2         This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law.  Subject to Article 38 (Dispute Resolution), each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively in the Chancery Court of Delaware and, if that court does not have or does not accept jurisdiction, the other Federal or state courts in the State of Delaware (together, the Chosen Courts), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts; (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts; (iii) waives any objection that the Chosen Courts are an inconvenient forum, waives any right to request transfer to another forum, and waives any claim that the Chosen Courts do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such action or proceeding shall be effective (and all objections to the adequacy of service of process shall be waived and not made) if notice of any complaint or action in the Chosen Courts is given in accordance with Article 28 (Notices) of this Agreement.  Each party hereto irrevocably designates CT Corporation System as its agent for the receipt and forwarding of service of process of any such claim or proceeding and each party hereto stipulates that such consent and appointment is irrevocable and coupled with an

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

59

interest. Each party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

60

SCHEDULE 1

SELLERS AND SALE SHARES, SALE BUSINESSES AND CROSS-GROUP LOANS

PART A:  TARGET COMPANIES

Column 1

Column 2

Column 3

Column 4

Column 5

Column 6

Column 7

Column 8

Column 9

No.

Relevant Share Seller(s)

Target Holding Company

Business Segment(s)

Target Jurisdiction

Allocated Consideration

Sale Shares

Shareholdings of Employees of the Transferred Business

Subsidiaries (Direct and Indirect)

Designated Transferee(s)

1.

A. Compagnie Générale De Participation Industrielle et Financiere

Envaril Plastic Packaging S.R.L.

Food Americas

Argentina

A. USD 2,391,216

A. 80,374,307 quotas (79.707%)(1)

N/A

Envaril Plastic Packaging Uruguay SA

ITAP Xxxxx Ltda.

B. Pechiney Plastic Packaging, Inc.

B. USD 608,782

B. 20,462,584 quotas (20.292%) (2)

C. Alcan Holdings Switzerland AG

C. USD 2

C. 66 quotas (0.0001%)

2.

A. Compagnie Générale De Participation Industrielle et Financiere

Envatrip S.A.

Food Americas

Argentina

A. USD 499,990

A.  9,603,707,850(3) shares (99.998%)

N/A

N/A

ITAP Xxxxx Ltda.

B. Pechiney Plastic Packaging, Inc.

B. USD 10

B. 195,150 (0.002%)(4)

(1) As of the date of this Amended and Restated Agreement; the number and proportion of quotas in Envaril Plastic Packaging S.R.L. held by CGPIF has been updated since the date of the Original Agreement to reflect the recapitalization of Envaril Plastic Packaging S.R.L. in accordance with Schedule 14 (Cross-Group Debt).

(2) As of the date of this Amended and Restated Agreement; the number and proportion of quotas in Envaril Plastic Packaging S.R.L. held by PPPI has been updated since the date of the Original Agreement to reflect the recapitalization of Envaril Plastic Packaging S.R.L. in accordance with  Schedule 14 (Cross-Group Debt).

(3) As of the date of this Amended and Restated Agreement; the number and proportion of shares in Envatrip S.A. held by CGPIF has been updated since the date of the Original Agreement to reflect the recapitalization of Envatrip S.A. in accordance with Schedule 14 (Cross-Group Debt).

(4) As of the date of this Amended and Restated Agreement; the number and proportion of shares in Envatrip S.A. held by PPPI has been updated  since the date of the Original Agreement to reflect the recapitalization of Envatrip S.A. in accordance with Schedule 14 (Cross-Group Debt).

1-1

Column 1

Column 2

Column 3

Column 4

Column 5

Column 6

Column 7

Column 8

Column 9

No.

Relevant Share Seller(s)

Target Holding Company

Business Segment(s)

Target Jurisdiction

Allocated Consideration

Sale Shares

Shareholdings of Employees of the Transferred Business

Subsidiaries (Direct and Indirect)

Designated Transferee(s)

3.

Rio Tinto Alcan Brasil Ltda.

Alcan Embalagens Do Brasil Ltda.

Food Americas

Brazil

USD 100,000,000

6,800,854,946 shares (100%)(5)

N/A(6)

N/A

ITAP Bemis Ltda.

4.

A.  Compagnie Générale De Participation Industrielle et Financiere

Alcan Empaques Mexico, S.A. De C.V.(7)

Food Americas

Mexico

A.  USD 7,999,999

A.  49,999 shares (100%)

N/A

N/A

Bemis Xxxxx Flexible Packaging de Mexico, S.A. De C.V.(9)

B. Pechiney Plastic Packaging, Inc.

B.   USD 1(8)

B.   1 share

5.

A.  Compagnie Générale De Participation Industrielle et Financiere

Alcan Packaging Mexico, S.A. De C.V.

Food Americas

Mexico

A.  USD 106,999,990

A.  10,435,203 variable shares and 9 fixed shares (100%)(10)

N/A

N/A

Xxxxx Flexible Packaging de Mexico, S.A. De C.V.

B. Pechiney Plastic Packaging, Inc.

B.   USD 10

B.   1 fixed share Note: 1 variable share in this

(5) As of the date of this Amended and Restated Agreement, the number of shares in Alcan Embalagens do Brasil Ltda. held by Rio Tinto Alcan Brasil Ltda. has been updated since the date of the Original Agreement to reflect the recapitalization of Alcan Embalagens do Brasil Ltda. in accordance with  Schedule 14 (Cross-Group Debt).

(6) As of the date of this Amended and Restated Agreement, Xx. Xxxxx Xxxxxxx and Xx. Xxxxxxx Xxxxx no longer hold an interest in Alcan Embalagens do Brasil Ltda.

(7) Alcan Empaques Mexico, S.A. de C.V. owns 1 variable share in Alcan Packaging Mexico.

(8) The Allocated Consideration for Alcan Empaques Mexico, S.A. de C.V. is gross of the Pension Adjustment Amount.

(9) Each with respect to such portions of such Sale Shares as agreed by the RTA Representative and Bemis as evidenced by the Transaction Documents with respect to the transfer thereof delivered at Closing.

(10) As of the date of this Amended and Restated Agreement, the number, value and/or proportion of shares in Alcan Packaging Mexico held by CGPIF did not change since the date of the Original Agreement as a result of the recapitalization of Alcan Packaging Mexico in accordance with Schedule 14 (Cross-Group Debt).

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

1-2

Column 1

Column 2

Column 3

Column 4

Column 5

Column 6

Column 7

Column 8

Column 9

No.

Relevant Share Seller(s)

Target Holding Company

Business Segment(s)

Target Jurisdiction

Allocated Consideration

Sale Shares

Shareholdings of Employees of the Transferred Business

Subsidiaries (Direct and Indirect)

Designated Transferee(s)

company shall be automatically transferred with the transfer of Alcan Empaques Mexico, S.A. De C.V.

6.

Financière Européenne D’emballages Pechiney

Danaflex Packaging Corporation Limited

Food Americas

New Zealand

USD 16,000,000

1,191,122 shares (100%)

N/A

N/A

D F Acquisition Limited

7.

Alcan Corporation

Alcan Packaging Thermaplate, Inc.

Food Americas

USA (New Jersey)

USD 35,500,000

400 (100%)

N/A

N/A

Curwood, Inc.

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

1-3

PART B:  SALE BUSINESSES

Column 1

Column 2

Column 3

Column 4

Column 5

Column 6

No.

Relevant Asset Seller

Sale Business Description

Relevant Business Segment

Asset Seller Jurisdiction

Allocated Consideration

Designated Transferee

1.

Alcan Packaging Canada, Ltd.

APC Sale Business

Food Americas

Canada

USD 48,000,000

Curwood Packaging (Canada) Limited

2.

Pechiney Plastic Packaging, Inc.

PPPI Sale Business

Food Americas

USA (Delaware)

USD 630,000,000

Xxxxx Xxxxxxx, Inc. Curwood Minnesota, LLC Curwood Wisconsin, LLC Milprint Packaging, LLC(11)

3.

AP Food Americas LLC

APFT Sale Business

Food Americas

USA (Delaware)

USD 195,000,000

Bemis Milprint Illinois, LLC Milprint Packaging, LLC(12)

(11) Each with respect to such portions of such PPPI Sale Business as agreed by the RTA Representative and Bemis as evidenced by the Transaction Documents with respect to the transfer thereof delivered at Closing.

(12) Each with respect to such portions of such APFT Sale Business as agreed by the RTA Representative and Bemis as evidenced by the Transaction Documents with respect to the transfer thereof delivered at Closing.

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

1-4

PART C:  CROSS-GROUP LOANS

None

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

5

PART D:  AP2F PATENTS

Seller		Allocated Consideration		Designated Transferee
Sale procured by the RTA Representative		US$70,000,000		Bemis

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

6

INDICATIVE STATEMENT OF CROSS-GROUP DEBTS

The below table is an indicative statement of the outstanding amounts of all potential Cross-Group Debts, based on figures provided by the RTA Representative and accurate as at January 31, 2010. The amounts of these debts will change continuously in the run-up to Closing.  The default treatment set forth in the below table in respect of each Cross-Group Debt will apply in the event that the relevant Cross-Group Debt cannot be eliminated prior to Closing in accordance with the principles set forth in Schedule 14 (Cross-Group Debt).

A. Cross-Group Non-Trading Payables and Cross-Group Loans

None

B. Cross-Group Non-Trading Receivables

		Target Creditor Entity (Business Segment) and Whether Asset Sale/ Share Sale Applies		Retained Group Debtor and whether payable obligation is associated with Sale Business (if applicable)		Default Treatment at Closing		Receivable Amount (January 31, 2010) (US$)
1.		Alcan Packaging Thermaplate Inc. (Food Americas) / Share Sale		AP Food Americas LLC / Asset Sale		Pay-down at Closing as a Cross-Group Non-Trading Receivable.		2,138,898
2.		Danaflex Packaging Corporation Limited / Share Sale		FEEP / N/A		Pay-down at Closing as a Cross-Group Non-Trading Receivable.		1,232,999

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

7

SCHEDULE 2

ALLOCATION OF CONSIDERATION AMONG SALE ASSETS

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

2-1

SCHEDULE 3

TRANSITIONING OF BANK ACCOUNTS

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

3-1

SCHEDULE 4

WARRANTIES

Part A:  GENERAL

Without prejudice to Article 6, each of the Share Sellers in relation to the relevant Target Company or Target Companies to be sold by it under or pursuant to this Agreement and each of the Asset Sellers in relation only to the Sale Assets and Assumed Obligations of the Sale Business to be sold by it under or pursuant to this Agreement, represents and warrants to Bemis that the statements below are accurate as of the date of the Original Agreement only and are not reiterated as of any subsequent date, including the date of this Amended and Restated Agreement, except that the Warranties set forth in paragraph 1.1 below only, are also made as at the date of this Amended and Restated Agreement.  The representations and warranties in this Schedule 4 are made without further inquiry since the date of the Original Agreement and each Seller’s knowledge or awareness for purposes of such representations and warranties shall be such Seller’s knowledge or awareness as of the date of the Original Agreement.

1. The Seller Group and Information

1.1 Authorisations, valid obligations, filings and consents

(a) Such Seller and the Sellers’ Guarantor has obtained all authorisations from its board of directors, executive board, supervisory board or comparable governing body and if required, from its holders of equity interests or shares (other than those required to satisfy the closing conditions set out in Article 3 of this Agreement) required to empower it to enter into and perform its obligations under this Agreement and, where relevant, under the other Transaction Documents which, if not obtained, would impair in any material respect its ability to enter into or perform its obligations under this Agreement or any of the other Transaction Documents.

(b) The obligations of the such Seller and the Sellers’ Guarantor under this Agreement shall, when entered into, constitute its valid and legally binding obligations, enforceable against it in accordance with their terms.

(c) The obligations of the relevant Seller and each Target Company sold by it under this Agreement and any Transaction Document to which it is a party shall, upon it becoming party to this Agreement or the relevant Transaction Document, constitute such person’s valid and legally binding obligations, enforceable against such person in accordance with their terms.

(d) Entering into and performing its obligations under this Agreement and the other Transaction Documents shall not:

(i) cause such Seller or any Target Company sold by it to breach any provision of its memorandum or articles of association, by-laws or other constitutional documents; or

(ii) (subject to fulfillment of the conditions set out in Article 3 (Conditions to Closing; Divested Business Arrangements) of this Agreement) result in a breach by such Seller or any Target Company sold by it of any (i) Laws, or (ii) order, judgment or ruling of any court or competent Governmental Authority by which, in any such cases, it is bound, which would impair in any material respect its ability to enter into and perform such obligations or could reasonably be expected to give rise to a Relevant Loss.

1.2 The Seller Group, the Sale Shares and the Target Companies

(a) Such Seller and each Target Company sold by it:

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

4-1

(i) is duly organised and validly incorporated or formed and, where the concept is recognized by the Laws of its jurisdiction of incorporation or formation, in good standing; and

(ii) is validly existing (to the extent such concept is recognized by the Laws of its jurisdiction of incorporation or formation) under the Laws of its jurisdiction of incorporation or formation; and

(iii) is duly registered in so far as required under the Laws of its jurisdiction of incorporation or formation.

(b) Each Target Company sold by such Seller and such Asset Seller has the power in accordance with its memorandum of association, articles of association, by-laws or other constitutional documents to conduct its business to the extent such business comprises a portion of the Transferred Business.

(c) The information set out in Columns (3), (6), (7) and (8) of Part A of Schedule 1 (Sellers and Sale Shares, Sale Businesses and Cross-Group Loans) in respect of such Seller is accurate, save that Bemis acknowledges that, where expressly indicated, the information contained in Column 6 may change prior to Closing as a result of the implementation of the principles set forth in Article 16, Schedule 14 (Cross-Group Debt) and Schedule 15 (Post Closing Financial Adjustments).

(d) All the Sale Shares of each Target Company being sold by such Seller are validly allotted and, to the extent issued, are fully paid or properly credited as fully paid, and no person has any outstanding liability to pay any additional contributions on the Sale Shares to the Target Company by which they were issued.

(e) All unissued Securities of the Target Companies sold by such Seller are free from any Third Party Encumbrance.

(f) Except as stated in Schedule 1 (Sellers and Sale Shares, Sale Businesses and Cross-Group Loans), no person, other than one or more Target Companies, owns any Shares or debt capital of any Target Company and there are in existence no rights to or options for the issue or allotment or transfer of any Sale Shares or debt capital of the Target Companies, nor any rights to convert any Securities of the Target Companies into Shares or debt capital having different rights.

(g) Such Share Seller is, or shall upon Closing be, entitled to procure the transfer of the Sale Shares set opposite that Seller’s name in Column 6 of Part A of Schedule 1 (Sellers and Sale Shares, Sale Businesses and Cross-Group Loans) and each such Asset Seller shall at Closing be entitled to procure the transfer of the Sale Assets sold by it, in each case in a manner which shall comply with its obligations under this Agreement with respect to that transfer.

(h) Subject to Third Party Consents been obtained, upon the delivery of and payment for the Sale Assets at Closing, the bills of sale and assignments or such other instruments to be executed and delivered by each Asset Seller at Closing shall vest in the Designated Transferee valid title to the Sale Assets being transferred therefrom, free and clear of all Third Party Encumbrances.

(i) No Seller nor any Target Company sold by it has entered into or is otherwise subject to any agreement pursuant to which any person which is not a Target Company has a legally enforceable right (exercisable now or in the future and whether contingent or not) to require (i) the issue or transfer by a Seller or a Target Company of any Sale Shares or debt capital of any Target Company, or (ii) the transfer (other than in the ordinary course of business) of any Sale Assets (other than pursuant to this Agreement or the other Transaction Documents or to any Target Company).

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

4-2

(j) The Target Companies sold by such Seller have no subsidiaries other than those listed at Column 8 of Part A of Schedule 1 (Sellers and Sale Shares, Sale Businesses and Cross-Group Loans).

1.3 Other interests

(a) No Target Company sold by such Seller owns any Securities issued by any body corporate which is not a Target Company, other than as a result of day to day investment activities pursued in the ordinary course of that Target Company’s treasury activities and functions.

(b) None of the Target Companies sold such Seller is bound by any legally enforceable obligation to acquire any share or debt capital securities in any person which is not a Target Company except pursuant to one or more of the Transaction Documents other than as a result of day to day investment activities pursued in the ordinary course of that Target Company’s treasury activities and functions

(c) None of the Target Companies sold by such Seller is a party to any shareholders’ agreement or similar agreement which controls the voting or disposition of its shares or debt securities.

(d) None of the Target Companies sold by such Seller controls the management of any body corporate that is not a Target Company.

1.4 Constitutional Records

(a) The constitutional records of each Target Company sold by such Seller which are required to be maintained by the Laws of its jurisdiction of incorporation or formation have been maintained in accordance with such Laws where failure to do so could reasonably be expected to give rise to a Relevant Loss.

(b) Each Target Company sold by such Seller has complied with the requirements of all Laws binding on it as to the maintenance and filing of accounting records with any competent Governmental Authority.

(c) The constitutional records of each Target Company sold by such Seller are in the possession of or under the control of a Target Company, are properly maintained and are accurate.

2. Projections/Data Room

As at the time they were prepared, the Projections were prepared in good faith and with no intention to deceive Xxxxx. The Data Room was prepared in good faith and with no intention to deceive.

3. Accounts and Assets

3.1 Accounts

(a) The Transferred Business Audited Carve-out Accounts: (i) were prepared from the books of account and ledgers of each of the Target Group and, insofar as they relate to the Sale Businesses, of the Seller Group, and (ii) present fairly, in all material respects, the combined financial position, results of operations and cash flows and changes in comprehensive income (loss) and invested equity of the Transferred Business, taken as a whole (without giving effect to the exclusion from the Transferred Business of the Excluded Obligations pursuant to, or any other terms of, this Agreement or the Transaction Documents, including Xxxxx acquiring the Medflex Operations Conducted at Food Americas Plants but not acquiring any part of the business of the Asheville plant or certain assets of the Neenah Technical Center), as of the dates thereof and for the periods covered thereby in conformity with GAAP applied on a consistent basis across the periods

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

4-3

covered thereby (except as disclosed in the notes to the Transferred Business Audited Carve-out Accounts), taking into account and subject to (x) the rules applicable to “carve-out” accounts, including Staff Accounting Bulletin Topic 1.B.1 (SAB No. 55), and (y) the statements in Note 1 of the Transferred Business Audited Carve-out Accounts;

(b) The Transferred Business Q1 Unaudited Carve-out Accounts: (i) were prepared from the books of account and ledgers of the Target Group and of the Seller Group insofar as they relate to the Sale Businesses, and (ii) present fairly, in all material respects, the combined financial position, results of operations and cash flows and changes in comprehensive income (loss) and invested equity of the Transferred Business, taken as a whole (without giving effect to the exclusion from the Transferred Business of the Excluded Obligations pursuant to, or any other terms of, this Agreement or the Transaction Documents, including Xxxxx acquiring the Medflex Operations Conducted at Food Americas Plants but not acquiring any part of the business of the Asheville plant or certain assets of the Neenah Technical Center), as of the dates thereof and for the periods covered thereby in accordance with GAAP applied on a consistent basis across the periods covered thereby (except as disclosed in the notes thereto), taking into account and subject to (x) the rules applicable to “carve-out” accounts, including Staff Accounting Bulletin Topic 1.B.1 (SAB No. 55), and the related statements in Note 1 to the Transferred Business Q1 Unaudited Carve-out Account, (y) the fact that they are interim condensed financial statements in accordance with Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission, including the absence of certain footnotes therefrom and (z) ordinary year-end adjustments which, assuming the Proposed Transactions had not been completed at the time of such adjustments, would not reasonably be expected to be material individually or in the aggregate;

(c) The Transferred Business Management Accounts: (i) were prepared from the books of account and ledgers of each of the Target Group and, insofar as they relate to the Transferred Business, of the Seller Group; and (ii) are management accounts which have been prepared by the Seller Group to present the Transferred Business, taken as a whole (without giving effect to the exclusion from the Transferred Business of the Excluded Obligations pursuant to, or any other terms of, this Agreement or the Transaction Documents, including Xxxxx acquiring the Medflex Operations Conducted at Food Americas Plants but not acquiring any part of the business of the Asheville plant or certain assets of the Neenah Technical Center);

(d) The reconciliation of total assets, total liabilities, invested equity, business group profit (as defined for purposes of the Transferred Business Management Accounts) and net income in the Transferred Business Management Accounts to the corresponding amounts in the Transferred Business Audited Carve-out Accounts and Transferred Business Q1 Unaudited Carve-out Accounts, (i) was prepared in good faith with no actual intention to mislead Xxxxx and (ii) includes the material adjustments (and an explanation thereof in reasonable detail) that are necessary to be made in order to reconcile numerically the Transferred Business Management Accounts to the Transferred Business Audited Carve-out Accounts and Transferred Business Q1 Unaudited Carve-out Accounts as of the corresponding dates and for the corresponding periods, including such adjustments as are necessary for the Transferred Business Audited Carve-out Accounts and the Transferred Business Q1 Unaudited Carve-out Accounts to be in conformity with GAAP, as and to the extent provided in Paragraphs 3.1(a)(ii), and 3.1(b)(ii), respectively;

(e) The books of account and ledgers of the Target Companies and of the Asset Sellers with respect to the Sale Businesses are up-to-date, have been maintained in accordance with applicable Law and contain accurate and complete records of all matters required to be dealt with by such books, in each case in all material respects.

(f) As of April 2, 2009, Rio Tinto plc (i) had designed and maintained disclosure controls and procedures to ensure that material information required to be disclosed by Rio Tinto plc in the annual report for the year ended December 31, 2008 that it filed under applicable Law with the US Securities and Exchange Commission were reported to the Sellers’ senior management during the

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

4-4

period in which this report was prepared and (ii) had disclosed, as of December 31, 2008, based on the most recent evaluation of Rio Tinto plc’s internal control over financial reporting, to the auditors of Rio Tinto plc (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting of Rio Tinto plc that were reasonably likely to affect adversely in any material respect Rio Tinto plc’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involved management or other employees who have a significant role in the internal controls over financial reporting of Rio Tinto plc, and no such significant deficiency, material weakness or fraud had been so disclosed with respect to the Target Companies or the Sale Businesses. Xxxxx acknowledges that the disclosure controls and procedures and internal controls over financial reporting referred to above are designed and maintained for purposes of, and their effectiveness, and any significant deficiencies, material weaknesses or other defects and any questions or issues involving materiality in relation therewith, are assessed with regard to Rio Tinto plc and its subsidiaries, as a whole, and not for any subdivision thereof, including all or any members of the Target Group and the Sale Businesses, and for purposes of and with reference to the consolidated financial statements of Rio Tinto plc prepared in accordance with International Financial Reporting Standards.

(g) Without limiting the generality of the foregoing Warranties:

(i) Except as disclosed in the Disclosure Letter, the accounts receivables of the Transferred Business are recorded in the most recent Transferred Business Management Accounts in conformity with GAAP, and are not subject to any receivables factoring, securitization or similar arrangement.

(ii) Except as disclosed in the Disclosure Letter, inventory has been recorded in the most recent Transferred Business Management Accounts and valued primarily using moving average cost in conformity with GAAP.

3.2 No Undisclosed Liabilities

Except for (a) liabilities and obligations reflected in the Transferred Business Audited Carve-out Accounts or the Transferred Business Q1 Unaudited Carve-out Accounts; (b) liabilities and obligations incurred since December 31, 2008 in the ordinary course of business, Liabilities which may give rise to Claims, Tax Claims or Indemnity Claims hereunder, Excluded Obligations and Liabilities which shall be required to be reflected in the Perimeter Closing Statements; and (c) as otherwise disclosed herein or in Attachment A-3 of the Disclosure Letter (Accounts and Assets), the Subsidiaries have no liabilities of the kind which would, if in existence on December 31, 2008, have been required to be reflected in the Transferred Business Audited Carve-out Accounts (excluding, for the avoidance of doubt liabilities required to be disclosed in footnotes under GAAP taking into account and subject to (x) the rules applicable to “carve-out” accounts, including Staff Accounting Bulletin Topic 1.B.1 (SAB No. 55), and (y) the statements in Note 1 of the Transferred Business Audited Carve-out Accounts).

3.3 Assets of the Business

(a) The assets of the Target Group and the Sale Assets include all of the assets of the Target Group and all of the assets of the Asset Sellers that are Related to the Sale Businesses (excluding the Excluded Assets).

(b) Since December 31, 2008, no Asset Seller or Target Company has disposed of any tangible asset on terms which it is reasonable to expect will cause a material reduction of the ability of the Transferred Business to generate profit.

(c) There is not now outstanding any Third Party Encumbrance in favor of any person which is not a member of the Target Group or an Asset Seller over any of the Sale Assets or over the whole or any part of the undertaking, property or assets of the Target Group.

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

4-5

(d) All of the tangible assets forming part of a Sale Business of an Asset Seller or the business of a Target Company are in the possession or under the control of a member of the Target Group or an Asset Seller except any which is leased, licensed or subject to a right of use negotiated at arm’s length.

(e) Since December 31, 2008, no Target Company has and no Asset Seller has suffered the loss or destruction of a fixed asset of a Target Company or in respect of an Asset Seller, that is a Sale Asset, which has resulted in or is likely to result in a Relevant Loss.

4. Events Since December 31, 2008

Since December 31, 2008, except as permitted by or contemplated in this Agreement or any Transaction Document or as disclosed in the Transferred Business Audited Carve-out Accounts or the Transferred Business Q1 Unaudited Carve-out Accounts:

(a) no Target Company sold by such Seller has authorised, paid or effected a cash dividend, or effected any distribution for no consideration, of assets other than cash, to a person which is not a Target Company or a member of the Seller Group;

(b) no Target Company sold by such Seller has issued or agreed to issue any shares or any loan capital to any person which is not a Seller or a Target Company nor granted any option or right to any such share or loan capital;

(c) no Target Company sold by such Seller has redeemed or purchased or agreed to redeem or purchase any of its shares or loan capital or in any other way carried out a reduction of its issued share capital, other than from a Seller or a Target Company;

(d) no Target Company sold by such Seller has agreed to reduce its paid up share capital other than (i) capital held by a Seller or a Target Company or (ii) by the payment of dividends other than pursuant to a transaction with a Target Company;

(e) no corporate or legal restructuring including any plan of complete or partial liquidation, dissolution, merger or consolidation has been implemented in relation to any Target Company sold by such Seller or such Asset Seller other than pursuant to a transaction with a Target Company;

(f) no Target Company sold by such Seller has agreed to acquire or dispose of any subsidiary (including a Subsidiary) or any business which was a part of the Transferred Business for consideration exceeding US$10 million other than pursuant to a transaction with a Target Company;

(g) such Asset Seller has not, and the Target Companies sold by such Seller have not sold any fixed assets which, at the time of the sale, had an aggregate value in the relevant accounting records in excess of US$10 million for consideration which was thirty percent (30%) or more below such value except to a Target Company or pursuant to one of the Transaction Documents;

(h) such Asset Seller has not, and the Target Companies sold by such Seller have not released in whole or in part any debtor in respect of indebtedness recorded as an asset exceeding US$350,000 in the Transferred Business Audited Carve-out Accounts except in connection with a commercial arrangement negotiated at arm’s length;

5. Indebtedness and Security

5.1 Indebtedness

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

4-6

(a) The performance by such Seller of any of its obligations under this Agreement or any of the other Transaction Documents shall not result in a material breach of, or give any person (other than a Target Company) a right to terminate, any agreement under which any Target Company owes External Debt exceeding US$10 million to any person other than a Target Company or a Seller Group member except, in each case, as permitted or required by one or more of the Transaction Documents.

(b) So far as the relevant Seller is aware, no event or circumstance has occurred (other than as required or permitted by one or more of the Transaction Documents) which, upon giving notice or lapse of time, shall entitle any person (other than a member of the Seller Group or a Target Company) to require repayment of any External Debt of a Target Company in excess of US$5 million before its contractually stated maturity or to terminate the right of a Target Company to draw borrowed funds in excess of US$5 million under any loan agreement from a person other than a member of the Seller Group, a Target Company or a member of the Xxxxx Group.

(c) There are no external borrowings in excess of US$5 million owed by any Target Company as at the date of this Agreement to any person other than any member of the Seller Group or any other Target Company.

(d) The aggregate External Debt of the Target Companies does not exceed any maximum stipulated in any debenture, charge or other document binding on any Target Company.

(e) No Target Company sold by such Seller has received written notice from any person other than a member of the Seller Group of an intention to require repayment of any External Debt before the stated date of its maturity or to enforce any security given in relation to such External Debt and the relevant Seller is not aware of any circumstances which shall or might give rise to such a notice or of any contravention of or default in any of the terms of any such External Debt.

5.2 Guarantees and Security

There is not outstanding any agreement or arrangement which establishes any binding guarantee, indemnity, suretyship, form of comfort or support (including the providing of security) given by any Target Company sold by such Seller in respect of the obligations or solvency of any person that is not a Target Company or a member of the Seller Group.

6. Regulatory Matters/Licences

This Section 6 does not apply to Environmental Matters, Property Matters, matters relating to Intellectual Property, matters relating to Information Technology, matters relating to Employment (including matters relating to Target Employees, Business Employees, Former Employees or Employee Benefits Arrangements of any kind), Tax Matters or matters relating to defective products.

6.1 Licences

Each member of the Target Group sold by the relevant Seller has all material Governmental Authorizations required by applicable Laws to enable it to carry on its business in the places and in the manner in which it is carried on as at the date of this Agreement and (i) all such Governmental Authorizations are valid, binding and in full force and effect and (ii) no member of the Target Group has received written notice from any Governmental Authority alleging a violation of any Governmental Authorizations or stating that any Governmental Authorization is being or may be revoked or terminated.

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

4-7

6.2 Anti-Competitive Agreements and Practices

So far as such Seller is aware no Target Company sold by it has at any time since January 1, 2008 been a party to any agreement, arrangement, concerted practice or course of conduct which comprised a breach of Competition Law and could reasonably be expected to give rise to a Relevant Loss.

6.3 Foreign Corrupt Practices Act

No Asset Seller or member of the Target Group sold by such Seller and, as far as the relevant member of the Seller Group is aware, none of their respective officers, directors or employees has taken any action that would result in a violation of the Foreign Corrupt Practices Act, including making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the Foreign Corrupt Practices Act) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the Foreign Corrupt Practices Act or any similar Law of another jurisdiction;

6.4 Grants

(a) No act or transaction has been effected or agreed to be effected by such Seller or any Target Company sold by it, including the sale of the Sale Assets and the Sale Shares in consequence of which:

(i) any member of the Target Group is or may be liable to refund or repay the whole or part of any grant, subsidy or allowance in excess of US$100,000 for any single grant, subsidy or allowance or more than US$2,000,000 in the aggregate for all such grants, subsidies and allowances; or

(ii) any such grant, subsidy or allowance in excess of US$100,000 for any single grant, subsidy or allowance or more than US$2,000,000 in the aggregate for all such grants, subsidies and allowances for which application has been made by any member of the Target Group shall or may not be paid or shall or may be reduced.

7. Contracts

This Section 7 does not apply to Environmental Matters, Property Matters, matters relating to Intellectual Property, matters relating to Information Technology, matters relating to Employment (including matters relating to Target Employees, Business Employees, Former Employees or Employee Benefits Arrangements of any kind), Tax Matters or matters relating to defective products.

7.1 As of the date of this Agreement, (i) no Target Company and no Asset Seller is in material breach of a Material Contract and (ii) the relevant Seller is not aware that any counterparty to a Material Contract has committed a material breach of a Material Contract.

7.2 The Material Contracts set forth in Sections 13 of the Project Ocean Data Room and the Supplements to the Data Room and Section 1 of the Unredacted Data Room (lists of which appear at Supplements to the Data Room 13.1.1.2 (in the case of Customer Contracts), 13.2.1.1 (in the case of Food Americas Supplier Contracts) and 13.2.6.1 (in the case of Global Supplier Contracts)) constitute accurate copies of all Material Contracts to which a member of the Target Group or an Asset Seller is party and such Material Contracts are valid and binding and enforceable in accordance with their terms.

7.3 Except in the ordinary course of business, no tender, quotation or offer issued by the Target Group or any Asset Seller and still outstanding is or shall be capable merely by an order acceptance or other action by another party of giving rise to a Material Contract.

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

4-8

7.4 No contract requires a member of the Target Group or an Asset Seller which is party thereto to pay commissions that are not in the ordinary course.

7.5 the relevant Seller is not aware of any contract to which a Target Company or an Asset Seller is a party or by which a Target Company or Asset Seller is otherwise bound which materially restricts, by reference to a defined geographical area and/or a defined category of counterparty and/or a defined product or service, the manner in which it may conduct its business.

8. Group Dependence

(a) Sections 13 of the Project Ocean Data Room and the Supplements to the Data Room and Section 1 of the Unredacted Data Room contain accurate copies of all written contracts representing at least US$10 million pursuant to which a Target Company or Asset Seller will at Closing be entitled to receive any supply of goods or services from any member of the Seller Group.

(b) Accurate copies of all of the Xxxxxx between the Target Group or any Asset Seller and a third party representing at least US$10 million are set out in the Data Room.

9. Litigation and Investigations

This Paragraph 9 does not apply to matters which are insured.

9.1 Litigation

So far as the relevant Seller is aware, no Asset Seller or Target Company is a plaintiff or defendant in any material litigation or arbitration proceedings and no such proceedings have been threatened in writing by notice to or from any member of the Seller Group or Target Company. Proceedings shall be deemed to be material if they seek damages exceeding US$2,500,000, if they seek any injunctive relief or if they could reasonably be expected to, individually or in the aggregate, prevent or materially delay the Proposed Transactions if adversely determined.

9.2 Investigations

No Target Company is subject to any ongoing investigation by a Governmental Authority concerning it or any other Target Company which can reasonably be expected to give rise to a Relevant Loss.

10. Insolvency etc.

10.1 Winding up

(a) No Target Company and no Asset Seller has received any written notice that an undischarged order has been made, petition presented or meeting convened for the winding up of any Target Company or Asset Seller or for the appointment of a liquidator (provisional or otherwise) and so far as the relevant Seller is aware, no such notice is threatened.

(b) No Target Company and no Asset Seller has made any filing or convened any meeting to propose a winding up or the appointment of a liquidator (provisional or otherwise).

10.2 Administration and receivership

(a) No Target Company and no Asset Seller has presented any petition or made any filing seeking any form of legal protection against enforcement by its creditors (including a petition for an administration order or a Chapter XI filing under the US Bankruptcy Code of 1978, as amended).

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

4-9

(b) No Target Company and no Asset Seller has received any undischarged written notice concerning the appointment of a receiver (including any administrative receiver or the equivalent to a receiver or administrative receiver in the relevant jurisdiction) in respect of the whole or any material part of its assets and so far as the relevant Seller is aware, no such notice is threatened.

(c) No Target Company and no Asset Seller (to the extent related to a Sale Business sold by such Asset Seller under this Agreement) has given any powers of attorney or other authority express, implied or ostensible which is still outstanding or effective to any person to enter into any contract or commitment to do anything on its behalf other than the authority of employees, representatives or agents of the Target Group and/or the Seller Group to enter into routine trading contracts in the normal course of their duties.

10.3 Solvency

(a) AHS is not insolvent or bankrupt under the Law of its jurisdiction of incorporation, unable to pay its debts as they fall due and has not proposed or become liable to any arrangement (whether by court process or otherwise) under which its creditors (or any group of them) would receive less than the amounts due to them.

(b) There are no proceedings in relation to any compromise or arrangement with creditors or any winding up, bankruptcy or insolvency proceedings concerning any member of the Seller Group or any Target Company.

(c) No steps have been taken to enforce any security over any material assets of any member of the Target Group or an Asset Seller and no event has occurred to give the right to enforce such security and so far as the relevant Seller is aware, no such steps have been threatened.

11. Insurances

11.1 Insurance

(a) The document at 13.9.14 of the Supplements to the Data Room containing summary particulars of each Centrally Arranged Insurance Policy as it relates to the Transferred Business under which a Target Company is insured is accurate in all material respects as at the date of such document.

(b) The document at 12.2.2 of the Supplements to the Data Room containing summary particulars of any outstanding claims made by or on behalf of any Target Company under any Centrally Arranged Insurance Policy is accurate in all material respects as at the date of such document.

(c) Since December 31, 2008, no member of the Target Group has suffered any uninsured losses in excess of US$5 million.

(d) The Centrally Arranged Insurance Policies relating to the Transferred Business are valid, binding and enforceable and in full force and effect;

(e) All premiums due and payable under the Centrally Arranged Insurance Policies relating to the Transferred Business have been paid and no notice of cancellation has been received with respect to any Centrally Arranged Insurance Policy and, so far as the relevant Seller is aware, no such notice is threatened nor are there any circumstances existing that could reasonably be expected to give rise to any such notice.

PART B :  INTELLECTUAL PROPERTY

This Part B does not apply to Information Technology Matters.

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

4-10

1. Intellectual Property used by the Transferred Business

(a) All Intellectual Property which is used by the Transferred Business is either owned by a Target Company or will be transferred, licensed or made available to a Target Company or a Designated Transferee in accordance with Schedule 10 (Intellectual Property) of this Agreement or, in the case of the AP2F Patents, pursuant to Article 2.

(b) A list of Licensed IP appears in Section 6.25 of the Supplements to the Data Room. True, accurate and complete copies of the license agreements with respect to the Licensed IP appear in those Sections of the Supplements to the Data Room identified in Section 6.25 of the Supplements to the Data Room.

(c) No Target Company or Asset Seller (to the extent related to its Sale Business) requires the use of any Intellectual Property belonging to any person which is not a Target Company or Asset Seller (to the extent related to the Transferred Business) in order to conduct the Transferred Business as it was conducted as of the date of this Agreement, other than Intellectual Property transferred, licensed or made available to such Target Company (or another Target Company or a Designated Transferee) pursuant to Schedule 10 (Intellectual Property) of this Agreement or, in the case of the AP2F Patents, pursuant to Article 2, pursuant to an agreement contained in Section 6.25 of the Supplements to the Data Room.

(d) Except as contemplated herein, the ability to use any of the Intellectual Property set out in Schedule 10 (Intellectual Property) of this Agreement will not be adversely affected by the acquisition of the Sale Shares or the Sale Assets by Xxxxx.

(e) So far as the relevant Seller is aware, neither the validity nor subsistence of any Registered Intellectual Property included in the Intellectual Property set out in Schedule 10 (Intellectual Property) of this Agreement, nor the right, title or interest of any Asset Seller or member of the Target Group in such Registered Intellectual Property, is the subject of any current, pending or threatened challenge, claim or proceedings (including for opposition, cancellation, revocation or rectification). So far as the relevant Seller is aware, there are no facts or matters which could reasonably be expected to give rise to any such challenge, claim or proceedings.

(f) So far as the relevant Seller is aware, the Intellectual Property set out in Schedule 10 (Intellectual Property) of this Agreement is free of all payment obligations and other Third Party Encumbrances and is not subject to any judgments or limitations or restrictions on use or otherwise.

(g) There is no proceeding, order, contract or other arrangement that prohibits or restricts any Asset Seller (to the extent related to its Sale Business) or member of the Target Group from any use of the Intellectual Property set out in Schedule 10 (Intellectual Property) of this Agreement.

(h) No person has any rights in the Intellectual Property set out in Schedule 10 (Intellectual Property) of this Agreement that could cause any reversion or renewal of rights in favour of that person or termination of an Asset Seller’s (to the extent related to its Sale Business) or a member of the Target Group’s rights in such Intellectual Property.

2.             No infringement

(a) No claim has been made by a third party alleging that any Target Company or Asset Seller is infringing or misusing any Intellectual Property set out in Schedule 10 (Intellectual Property) of this Agreement.

(b) No claim has been made by a third party against any Target Company or Asset Seller (so far as such claim relates to the Transferred Business) which disputes the right of any Target Company or

[***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

4-11

Asset Seller to use any of the Intellectual Property set out in Schedule 10 (Intellectual Property) of this Agreement

(c) So far as the relevant Seller is aware, no circumstances exist which are reasonably likely to give rise to any claim referred to in Paragraphs 2(a) and 2(b) of this Part B.

(d) No claim has been made by any Target Company or Asset Seller which alleges that a third party is infringing or misusing or is likely to infringe or misuse any Intellectual Property set out in Schedule 10 (Intellectual Property) of this Agreement.

3. Data protection

(a) As at the date of this Agreement, each Asset Seller and each Target Company was in compliance with all applicable data protection Laws, guidelines and industry standards in so far as they relate to the Transferred Business where a failure to do so would be likely to give rise to a Relevant Loss.