RGHL US ESCROW II INC. RGHL US ESCROW II LLC $1,000,000,000 aggregate principal amount of 9.875% Senior Notes due 2019 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2011 • RenPac Holdings Inc. • Miscellaneous plastics products • New York
RGHL US Escrow II Inc., a corporation incorporated under the laws of the State of Delaware (the “US Corporate Escrow Issuer”), and RGHL US Escrow II LLC, a limited liability company organized under the laws of the State of Delaware (the “US LLC Escrow Issuer” and, together with the US Corporate Escrow Issuer, the “Escrow Issuers”), issued and sold to Credit Suisse Securities (USA) LLC, on behalf of itself and as representative of the other purchaser named therein (collectively, the “Initial Purchasers”), upon the terms set forth in the purchase agreement dated July 26, 2011 (the “Purchase Agreement”), $1,000,000,000 aggregate principal amount of their 9.875% Senior Notes due 2019 (the “Notes”) to be unconditionally guaranteed (the “Guarantees”) on the Escrow Release Date (as defined below) by the Escrow Release Date Guarantors (as defined in the Purchase Agreement) and from time to time after the Escrow Release Date, the Post Escrow Release Date Guarantors (as defined in the Purchase A
AGREEMENT AND PLAN OF MERGER by and among RANK GROUP LIMITED, REYNOLDS GROUP HOLDINGS LIMITED, REYNOLDS ACQUISITION CORPORATION, and PACTIV CORPORATION AUGUST 16, 2010Agreement and Plan of Merger • November 3rd, 2011 • RenPac Holdings Inc. • Miscellaneous plastics products • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 16, 2010 (this “Agreement”), by and among Pactiv Corporation, a Delaware corporation (the “Company”), Rank Group Limited, a company organized under the laws of New Zealand (“Investor”), Reynolds Group Holdings Limited, a company organized under the laws of New Zealand (“Parent”), and Reynolds Acquisition Corporation, a Delaware corporation and indirect wholly-owned Subsidiary of Parent (“Sub”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALCOA PACKAGING LLCLimited Liability Company Agreement • November 3rd, 2011 • RenPac Holdings Inc. • Miscellaneous plastics products • Delaware
This Amended and Restated Limited Liability Company Agreement of Alcoa Packaging LLC, (the “Company”), dated as of February 29, 2008 (this “Agreement”), is entered into by PLASTOFILM INDUSTRIES, INC., CRYSTAL THERMOPLASTICS, INC., MT. VERNON PLASTICS CORPORATION and REYNOLDS PACKAGING INC., as members of the Company, and the persons or entities who become members of the Company in accordance with the provisions hereof (collectively, the “Members”).
LIMITED LIABILITY COMPANY AGREEMENT OF GPC HOLDINGS LLCLimited Liability Company Agreement • November 3rd, 2011 • RenPac Holdings Inc. • Miscellaneous plastics products • Delaware
This Limited Liability Company Agreement (the “Agreement”) of GPC Holdings LLC (the “Company”), dated as of July 13, 2011, is entered into by Graham Packaging Company Inc. as its sole member (the “Sole Member”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PACTIV RSA LLCLimited Liability Company Agreement • November 3rd, 2011 • RenPac Holdings Inc. • Miscellaneous plastics products • Delaware
This Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Pactiv RSA LLC (the “Company”), dated as of November 16, 2010, is entered into by Pactiv Factoring LLC as its sole member (the “Sole Member”).
STOCK PURCHASE AGREEMENT BY AND AMONG REYNOLDS CONSUMER PRODUCTS (NZ) LIMITED, BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L. AND REYNOLDS GROUP HOLDINGS INC. Dated as of October 15, 2009Stock Purchase Agreement • November 3rd, 2011 • RenPac Holdings Inc. • Miscellaneous plastics products • New York
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 15, 2009, by and among Beverage Packaging Holdings (Luxembourg) III S.à r.l., a private limited liability company (société à responsabilité limitée) duly formed under the laws of the Grand Duchy of Luxembourg (the “Parent Buyer”), Reynolds Group Holdings Inc., a Delaware corporation (the “Subsidiary Buyer” and, together with the Parent Buyer, the “Buyers”) and Reynolds Consumer Products (NZ) Limited, a New Zealand company (“Seller”). Capitalized terms used herein without definition shall have the meanings given them in Article I hereto.
Reynolds Group Issuer Inc. Reynolds Group Issuer LLC Reynolds Group Issuer (Luxembourg) S.A. $1,000,000,000 aggregate principal amount of 8.250% Senior Notes due 2021 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2011 • RenPac Holdings Inc. • Miscellaneous plastics products • New York
Reynolds Group Issuer LLC, a limited liability company organized under the laws of the State of Delaware (the “U.S. Issuer I”), Reynolds Group Issuer Inc., a corporation organized under the laws of the State of Delaware (the “U.S. Issuer II” and together with the “U.S. Issuer I”, the “U.S. Issuers”) and Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (public limited liability company) incorporated under the laws of Luxembourg (the “Lux Issuer” and, together with the U.S. Issuers, the “Issuers”) issued and sold to the several initial purchasers listed in Schedule E to the Purchase Agreement (the “Initial Purchasers”), pursuant to and upon the terms set forth in the Purchase Agreement dated January 27, 2011 (the “Purchase Agreement”), $1,000,000,000 aggregate principal amount of Senior Notes due 2021 (the “Initial Securities”), to be unconditionally guaranteed (the “Guaranties”) by the Closing Date Guarantors (as defined in the Purchase Agreement) and from time to time after t
Third Joinder to the Registration Rights AgreementRegistration Rights Agreement • November 3rd, 2011 • RenPac Holdings Inc. • Miscellaneous plastics products
With respect to the Registration Rights Agreement, (the “Registration Rights Agreement”) dated as of May 4, 2010, among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (the “Luxembourg Issuer” and, together with US Issuer I and US Issuer II, the “Issuers”), the Closing Date Guarantors and Credit Suisse Securities (USA) LLC, as the Purchaser, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the signatories hereto (i) hereby agree to become a party to the Registration Rights Agreement as a Guarantor with the same force and effect as if originally named a Closing Date Guarantor therein and (ii) without limiting the generality of the foregoing, assumes all of the rights and obligations of the Guarantor
FIRST SENIOR NOTES REGISTRATION RIGHTS JOINDERRenPac Holdings Inc. • November 3rd, 2011 • Miscellaneous plastics products
With respect to the registration rights agreement for the 9.875% Senior Notes due 2019, dated as of August 9, 2011, among RGHL US Escrow II Inc., a company incorporated under the laws of the State of Delaware (the “US Corporate Escrow Issuer”), RGHL US Escrow II LLC, a limited liability company organized under the laws of the State of Delaware (the “US LLC Escrow Issuer” and, together with the US Corporate Escrow Issuer, the “Escrow Issuers”), and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers (as defined therein and, such agreement, the “Registration Rights Agreement”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, (i) Reynolds Group Issuer LLC, a Delaware limited liability company (the “U.S. Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “U.S. Issuer II” and, together with the U.S. Issuer I, the “U.S. Issuers”), and Reynolds Group Issuer (Luxembourg) S.A., a company incorporated
REYNOLDS GROUP ISSUER LLC REYNOLDS GROUP ISSUER INC. REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., as Issuers and the Senior Note Guarantors from time to time party hereto 8.250% Senior Notes due 2021 SENIOR NOTES INDENTURE Dated as of February 1, 2011 THE...Stock Purchase Agreement • November 3rd, 2011 • RenPac Holdings Inc. • Miscellaneous plastics products • New York
INDENTURE dated as of February 1, 2011 (as amended, supplemented or otherwise modified from time to time, this “Senior Notes Indenture”) among REYNOLDS GROUP ISSUER LLC, a Delaware limited liability company having its registered office at 160 Greentree Drive, Suite 101, Dover, DE 19904 (the “US Issuer I”), REYNOLDS GROUP ISSUER INC., a Delaware corporation having its registered office at 160 Greentree Drive, Suite 101, Dover, DE 19904 (the “US Issuer II” and, together with the US Issuer I, the “US Issuers”), REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., a company incorporated as a société anonyme (a public limited liability company) under the laws of Luxembourg and having its registered office at 6C, rue Gabriel Lippman, L-5365 Munsbach, Grand Duchy of Luxembourg (registered with the Luxembourg Register of Commerce and Companies under number B148.957)(the “Luxembourg Issuer” and, together with the US Issuers, the “Issuers”), the Senior Note Guarantors (as defined herein) from time to time p
FIRST SENIOR NOTES REGISTRATION RIGHTS JOINDERRenPac Holdings Inc. • November 3rd, 2011 • Miscellaneous plastics products
With respect to the Senior Notes Registration Rights Agreement, dated as of October 15, 2010, among RGHL US Escrow I Inc., a company incorporated under the laws of the State of Delaware (the “US Corporate Escrow Issuer”), RGHL US Escrow I LLC, a limited liability company organized under the laws of the State of Delaware (the “US LLC Escrow Issuer”) and RGHL Escrow Issuer (Luxembourg) I S.A., a company incorporated as a société anonyme (a public limited liability company) under the laws of Luxembourg (the “Lux Escrow Issuer” and, together with the US Corporate Escrow Issuer and the US LLC Escrow Issuer, the “Escrow Issuers”), and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers (as defined therein and, such agreement, the “Senior Notes Registration Rights Agreement”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, (i) Reynolds Group Issuer LLC, a Delaware limited liability company (the “U.S. Issuer I”), Re
LIMITED LIABILITY COMPANY AGREEMENT OF REYNOLDS GROUP ISSUER LLCLimited Liability Company Agreement • November 3rd, 2011 • RenPac Holdings Inc. • Miscellaneous plastics products • Delaware
This Limited Liability Company Agreement (the “Agreement”) of Reynolds Group Issuer LLC (the “Company”), dated as of October 8, 2009, is entered into by Reynolds Group Holdings Inc. as its sole member (the “Sole Member”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • November 3rd, 2011 • RenPac Holdings Inc. • Miscellaneous plastics products • New York
THIS TRANSITION SERVICES AGREEMENT, dated as of May 4, 2010 (“Effective Date”), by and between Carter Holt Harvey Limited (“CHH”) and Evergreen Packaging Inc. (“Evergreen”) (this “Agreement”).
WASTE DISPOSAL AGREEMENT BETWEEN CARTER HOLT HARVEY PULP & PAPER LIMITED AND WHAKATANE MILL LIMITEDWaste Disposal Agreement • November 3rd, 2011 • RenPac Holdings Inc. • Miscellaneous plastics products
Eighth Joinder to the Registration Rights AgreementRegistration Rights Agreement • November 3rd, 2011 • RenPac Holdings Inc. • Miscellaneous plastics products
With respect to the Registration Rights Agreement, (the “Registration Rights Agreement”) dated as of November 5, 2009, among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (the “Luxembourg Issuer” and, together with US Issuer I and US Issuer II, the “Issuers”), the Closing Date Guarantors and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Whakatane Mill Australia Pty. Limited (i) hereby agrees to become a party to the Registration Rights Agreement as a Guarantor with the same force and effect as if originally named a Closing Date Guarantor therein and (ii) without limiting the generality of the foregoing, assumes all of the
FOURTH JOINDER TO THE REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2011 • RenPac Holdings Inc. • Miscellaneous plastics products
With respect to the Registration Rights Agreement, (the “Registration Rights Agreement”) dated as of May 4, 2010, among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (the “Luxembourg Issuer” and, together with US Issuer I and US Issuer II, the “Issuers”), the Closing Date Guarantors and Credit Suisse Securities (USA) LLC, as the Purchaser, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the signatory hereto (i) hereby agrees to become a party to the Registration Rights Agreement as a Guarantor with the same force and effect as if originally named a Closing Date Guarantor therein and (ii) without limiting the generality of the foregoing, assumes all of the rights and obligations of the Guarantors under t
FIRST SENIOR SECURED NOTES REGISTRATION RIGHTS JOINDERRenPac Holdings Inc. • November 3rd, 2011 • Miscellaneous plastics products
With respect to the Senior Secured Notes Registration Rights Agreement, dated as of October 15, 2010, among RGHL US Escrow I Inc., a company incorporated under the laws of the State of Delaware (the “US Corporate Escrow Issuer”), RGHL US Escrow I LLC, a limited liability company organized under the laws of the State of Delaware (the “US LLC Escrow Issuer”) and RGHL Escrow Issuer (Luxembourg) I S.A., a company incorporated as a société anonyme (a public limited liability company) under the laws of Luxembourg (the “Lux Escrow Issuer” and, together with the US Corporate Escrow Issuer and the US LLC Escrow Issuer, the “Escrow Issuers”), and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers (as defined therein and, such agreement, the “Senior Secured Notes Registration Rights Agreement”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, (i) Reynolds Group Issuer LLC, a Delaware limited liability company (the “U.S
ASSET PURCHASE AGREEMENT BY AND BETWEEN WHAKATANE MILL LIMITED AND CARTER HOLT HARVEY LIMITED Dated as of April 25, 2010Asset Purchase Agreement • November 3rd, 2011 • RenPac Holdings Inc. • Miscellaneous plastics products
ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of April 25, 2010, by and between Whakatane Mill Limited, a New Zealand company (“Buyer”), and Carter Holt Harvey Limited, a New Zealand company (“Seller”). Capitalized terms used herein without definition shall have the meanings given them in Article I hereto.
First Joinder to the Registration Rights AgreementRegistration Rights Agreement • November 3rd, 2011 • RenPac Holdings Inc. • Miscellaneous plastics products
With respect to the Registration Rights Agreement, (the “Registration Rights Agreement”) dated as of November 5, 2009, among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (the “Luxembourg Issuer” and, together with US Issuer I and US Issuer II, the “Issuers”), the Closing Date Guarantors and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the signatories hereto (i) hereby agrees to become a party to the Registration Rights Agreement as a Guarantor with the same force and effect as if originally named a Closing Date Guarantor therein and (ii) without limiting the generality of the foregoing, assumes all of the rights
Information Sharing AgreementInformation Sharing Agreement • November 3rd, 2011 • RenPac Holdings Inc. • Miscellaneous plastics products
Carter Holt Harvey Limited Whakatane Mill Limited Supply Agreement (NZ) Carton BoardRenPac Holdings Inc. • November 3rd, 2011 • Miscellaneous plastics products
Second Joinder to the Registration Rights AgreementRegistration Rights Agreement • November 3rd, 2011 • RenPac Holdings Inc. • Miscellaneous plastics products
With respect to the Registration Rights Agreement, (the “Registration Rights Agreement”) dated as of November 5, 2009, among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (the “Luxembourg Issuer” and, together with US Issuer I and US Issuer II, the “Issuers”), the Closing Date Guarantors and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the signatories hereto (i) hereby agrees to become a party to the Registration Rights Agreement as a Guarantor with the same force and effect as if originally named a Closing Date Guarantor therein and (ii) without limiting the generality of the foregoing, assumes all of the rights
Loan Agreement Rank Group Limited Borrower and Rank Group Holdings Limited Lender Date 15 February 2008 BELL GULLY AUCKLAND VERO CENTRE. 48 SHORTLAND STREET PO BOX 4199, AUCKLAND 1140, DX CP20509, NEW ZEALAND TEL 64 9 916 6800 FAX 64 9 916 8801Loan Agreement • November 3rd, 2011 • RenPac Holdings Inc. • Miscellaneous plastics products
The Lender is willing to make available to the Borrower a loan of the NZD Equivalent of US$215,000,000 or such other amount and in such other currency as agreed between the Borrower and the Lender.
CHH Carter Holt Harvey Limited Buyer Whakatane Mill Limited Recitals 1 CHH and the Buyer have entered into an asset purchase agreement dated on or about the date of this agreement under which the Business will transfer from CHH to the Buyer. The...RenPac Holdings Inc. • November 3rd, 2011 • Miscellaneous plastics products
PURCHASE AND SALE AGREEMENT BY AND AMONG CASCADES USA INC. a Delaware corporation as Seller, REYNOLDS GROUP HOLDINGS LIMITED a company organized under the laws of New Zealand, as Purchaser, and CASCADES INC. a Québec corporation, as Guarantor with...Purchase and Sale Agreement • November 3rd, 2011 • RenPac Holdings Inc. • Miscellaneous plastics products • New York
This Purchase and Sale Agreement (this “Agreement”) is made and entered into as of March 3, 2011, by and among Cascades USA Inc., a Delaware corporation (“Seller”), Reynolds Group Holdings Limited, a company organized under the laws of New Zealand (“Purchaser”), and Cascades Inc., a Québec corporation, solely with respect to Section 10.12 (the “Guarantor”).
SECOND SENIOR NOTES REGISTRATION RIGHTS JOINDERRenPac Holdings Inc. • November 3rd, 2011 • Miscellaneous plastics products
With respect to the Senior Notes Registration Rights Agreement, dated as of October 15, 2010, among RGHL US Escrow I Inc., a company incorporated under the laws of the State of Delaware (the “US Corporate Escrow Issuer”), RGHL US Escrow I LLC, a limited liability company organized under the laws of the State of Delaware (the “US LLC Escrow Issuer”) and RGHL Escrow Issuer (Luxembourg) I S.A., a company incorporated as a société anonyme (a public limited liability company) under the laws of Luxembourg (the “Lux Escrow Issuer” and, together with the US Corporate Escrow Issuer and the US LLC Escrow Issuer, the “Escrow Issuers”), and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers (as defined therein and, such agreement, the “Senior Notes Registration Rights Agreement”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the signatories hereto assumes all of the rights and obligations as Guarantors under
Reynolds Group Issuer LLC Reynolds Group Issuer Inc. Reynolds Group Issuer (Luxembourg) S.A. $1,000,000,000 Aggregate Principal Amount of Senior Notes due 2018 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2011 • RenPac Holdings Inc. • Miscellaneous plastics products • New York
Reynolds Group Issuer LLC, a limited liability company organized under the laws of Delaware (the “U.S. Issuer I”), Reynolds Group Issuer Inc., a corporation organized under the laws of Delaware (the “U.S. Issuer II” and together with the “U.S. Issuer I”, the “U.S. Issuers”) and Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (public limited liability company) incorporated under the laws of Luxembourg (the “Lux Issuer” and, together with the U.S. Issuers, the “Issuers”) issued and sold to Credit Suisse Securities (USA) LLC (the “Initial Purchaser”), pursuant to and upon the terms set forth in the Purchase Agreement dated April 28, 2010 (the “Purchase Agreement”), $1,000,000,000 aggregate principal amount of Senior Notes due 2018 (the “Initial Securities”), in each case to be unconditionally guaranteed (the “Guaranties”) by the Closing Date Guarantors (as defined in the Purchase Agreement, and such Closing Date Guarantors together with the Issuers, the “Company”) and from time
PULPWOOD FIBRE PROCUREMENT AGENCY AGREEMENT BETWEEN CARTER HOLT HARVEY PULP & PAPER LIMITED AND WHAKATANE MILL LIMITEDAgency Agreement • November 3rd, 2011 • RenPac Holdings Inc. • Miscellaneous plastics products
Agreement relating to Electricity hedges Carter Holt Harvey Limited CHH and Whakatane Mill Limited WML Date May 4, 2010 BELL GULLY AUCKLAND VERO CENTRE, 48 SHORTLAND STREET PO BOX 4199, AUCKLAND 1140, DX CP20509, NEW ZEALAND TEL 64 9 916 8800 FAX...RenPac Holdings Inc. • November 3rd, 2011 • Miscellaneous plastics products
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A. and the Subordinated Guarantors named herein 91/2% Senior Subordinated Notes due 2017 SENIOR SUBORDINATED NOTES INDENTURE Dated as of June 29, 2007 THE BANK OF NEW YORK, as Trustee, Principal Paying...Intercreditor Agreement • November 3rd, 2011 • RenPac Holdings Inc. • Miscellaneous plastics products • New York
INDENTURE dated as of June 29, 2007 among BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A., a Luxembourg public limited liability company (société anonyme), having its registered office at 1, rue des Glacis, L-1628 Luxembourg, Grand-Duchy of Luxembourg, registered with the Luxembourg Trade Register under the number B129.914 (the “Issuer”), the Initial Subordinated Note Guarantors (as defined herein), THE BANK OF NEW YORK, as trustee (the “Trustee”), principal paying agent and transfer agent, BNY FUND SERVICES (IRELAND) LIMITED, as Paying Agent in Dublin and transfer agent, and CREDIT SUISSE, as security agent (the “Security Agent”).
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A. and the Senior Note Guarantors named herein 8% Senior Notes due 2016 SENIOR NOTES INDENTURE Dated as of June 29, 2007 THE BANK OF NEW YORK, as Trustee, Principal Paying Agent and Transfer Agent BNY FUND...Supplemental Indenture • November 3rd, 2011 • RenPac Holdings Inc. • Miscellaneous plastics products • New York
INDENTURE dated as of June 29, 2007 among BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A., a Luxembourg public limited liability company (société anonyme), having its registered office at 1, rue des Glacis, L-1628 Luxembourg, Grand-Duchy of Luxembourg, registered with the Luxembourg Trade Register under the number B129.914 (the “Issuer”), the Initial Senior Note Guarantors (as defined herein), THE BANK OF NEW YORK, as trustee (the “Trustee”), principal paying agent and transfer agent, BNY FUND SERVICES (IRELAND) LIMITED, as Paying Agent in Dublin and transfer agent, and CREDIT SUISSE, as security agent (the “Security Agent”).
Company Agreement of Closure Systems International Deutschland GmbH with registered office in Worms am RheinRenPac Holdings Inc. • November 3rd, 2011 • Miscellaneous plastics products
The name of the Company is Closure Systems International Deutschland GmbH. The Company has its registered office in Worms am Rhein.
Sixth Joinder to the Registration Rights AgreementRegistration Rights Agreement • November 3rd, 2011 • RenPac Holdings Inc. • Miscellaneous plastics products
With respect to the Registration Rights Agreement, (the “Registration Rights Agreement”) dated as of November 5, 2009, among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (the “Luxembourg Issuer” and, together with US Issuer I and US Issuer II, the “Issuers”), the Closing Date Guarantors and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the signatories hereto (i) hereby agrees to become a party to the Registration Rights Agreement as a Guarantor with the same force and effect as if originally named a Closing Date Guarantor therein and (ii) without limiting the generality of the foregoing, assumes all of the rights
Joinder to the Registration Rights AgreementRegistration Rights Agreement • November 3rd, 2011 • RenPac Holdings Inc. • Miscellaneous plastics products
With respect to the Registration Rights Agreement, (the “Registration Rights Agreement”) dated as of May 4, 2010, among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg (the “Luxembourg Issuer” and, together with US Issuer I and US Issuer II, the “Issuers”), the Closing Date Guarantors and Credit Suisse Securities (USA) LLC, as the Purchaser, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Whakatane Mill Australia Pty. Limited (i) hereby agrees to become a party to the Registration Rights Agreement as a Guarantor with the same force and effect as if originally named a Closing Date Guarantor therein and (ii) without limiting the generality of the foregoing, assumes all of the rights and obligations of the G
The Directors Whakatane Mill Limited c/-Bell Gully Level 22, Vero Centre 48 Shortland Street Auckland 173 Captain Springs Rd Onehunga Private Bag 92-106 Auckland New Zealand Telephone 64 9 242 6000 Facslmtte 64 9 262 6099 www.chh.com May 4, 2010RenPac Holdings Inc. • November 3rd, 2011 • Miscellaneous plastics products
