AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GRAHAM PACKAGING PLASTIC PRODUCTS LLCLimited Liability Company Agreement • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • Delaware
This Amended and Restated Limited Liability Company Agreement (“Agreement”) of Graham Packaging Plastic Products LLC (“Company”), dated as of January 1, 2018, is entered into by Graham Packaging Company Inc. as its sole member (“Sole Member”).
ContractExecution Version • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
TRADEMARK SECURITY AGREEMENT dated as of March 20, 2012 (this “Agreement”), between Graham Packaging PET Technologies Inc. (the “U.S. Grantor”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).
ContractCollateral Agreement • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
SUPPLEMENT NO. 41 (this “Supplement”) dated as of October 25, 2016 to the Collateral Agreement dated as of November 5, 2009 (the “Collateral Agreement”), among REYNOLDS GROUP HOLDINGS INC., a Delaware corporation (“RGHI”), REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC, a Delaware limited liability company (“RCPH”), PACTIV LLC, a Delaware limited liability company (“Pactiv”), EVERGREEN PACKAGING INC., a Delaware corporation (“Evergreen”), REYNOLDS CONSUMER PRODUCTS LLC, a Delaware limited liability company (“RCPL”), CLOSURE SYSTEMS INTERNATIONAL INC., a Delaware corporation (“CSII”), GRAHAM PACKAGING COMPANY INC., a Delaware corporation (“Graham”), CLOSURE SYSTEMS INTERNATIONAL HOLDINGS LLC (“CSIH”), a Delaware limited liability company, BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a Luxembourg private limited liability company (société à responsibilité limitée) (the “Luxembourg Borrower” and, together with CSIH, CSII, RCPL, RGHI, RCPH, Pactiv, Evergreen and Graham, the “U.S. Borrow
ContractSupplemental Indenture • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
THIRTEENTH SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior Secured Notes Supplemental Indenture”) dated as of June 30, 2017 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 Luxembourg société anonyme (a public limited liability company) having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 148957 (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Issuers”), BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a Luxembourg société anonyme (a public limited liability company) having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 128592 (“
ContractReynolds Group Holdings LTD • February 14th, 2018 • Plastics, foil & coated paper bags
GUARANTOR JOINDER (this “Joinder”) dated as of [●] to the [●] (as amended, supplemented or otherwise modified from time to time, the “[●] Amended and Restated Credit Agreement”), among [REYNOLDS GROUP HOLDINGS INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC, a Delaware limited liability company, PACTIV LLC, a Delaware limited liability company, CLOSURE SYSTEMS INTERNATIONAL HOLDINGS LLC, a Delaware limited liability company, EVERGREEN PACKAGING INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS LLC, a Delaware limited liability company, CLOSURE SYSTEMS INTERNATIONAL INC., a Delaware corporation, GRAHAM PACKAGING COMPANY INC., a Delaware corporation, CLOSURE SYSTEMS INTERNATIONAL LIMITED (f/k/a Closure Systems International, B.V.), a New Zealand limited liability company, BEVERAGE PACKAGING HOLDINGS III LIMITED (f/k/a Beverage Packaging Holdings (Luxembourg) III S.à r.l.), a New Zealand limited liability company], REYNOLDS GROUP HOLDINGS LIMITED, a New Zealan
ContractPatent Security Agreement • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
PATENT SECURITY AGREEMENT dated as of April 9, 2013 (this “Agreement”), between Spirit Foodservice, Inc. (the “U.S. Grantor”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).
REYNOLDS GROUP ISSUER LLC REYNOLDS GROUP ISSUER INC. REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., as Issuers and and the Senior Secured Note Guarantors from time to time party hereto FIRST SUPPLEMENTAL INDENTURE Dated as of August 1, 2016 to the SENIOR...Supplemental Indenture • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
FIRST SUPPLEMENTAL INDENTURE dated as of August 1, 2016 (as amended, supplemented or otherwise modified from time to time, the “Supplemental Indenture”), among REYNOLDS GROUP ISSUER LLC, a Delaware limited liability company having its registered office at CT Corporation, 1209 Orange Street, Wilmington, DE 19801 (the “US Issuer I”), REYNOLDS GROUP ISSUER INC., a Delaware corporation having its registered office at CT Corporation, 1209 Orange Street, Wilmington, DE 19801 (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 Luxembourg société anonyme (a public limited liability company) having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg (the “Luxembourg Issuer” and, together with the US Issuers, the “Issuers”), the Senior Secured Note Guarantors (as defined in the Indenture referenced below) from time to time party hereto, THE BANK OF NEW YORK MELLON
ContractSupplemental Indenture • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
FOURTH SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior Secured Notes Supplemental Indenture”) dated as of October 31, 2017 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 (NEW ZEALAND) LIMITED, a New Zealand limited liability company (together with the US Issuer I and the US Issuer II, the “Issuers”), BEVERAGE PACKAGING HOLDINGS I LIMITED, a New Zealand limited liability company, THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”), principal paying agent, transfer agent, registrar, calculation agent and collateral agent (the “Original Collateral Agent”) and WILMINGTON TRUST (LONDON) LIMITED, as additional collateral agent (the “Additional Collateral Agent”), to the indenture dated as of June 27, 2016, as amended or supplemented (the “Senior Secured Notes Indenture”), in respect of the issuance of (i) an original aggregate principal amou
ContractSupplemental Indenture • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
[●] SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior Secured Notes Supplemental Indenture”) dated as of [●] 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” and, together with US Issuer I, the “US Issuers”), REYNOLDS GROUP ISSUER (NEW ZEALAND) LIMITED (f/k/a Reynolds Group Issuer (Luxembourg) S.A.), a New Zealand limited liability company (the “NZ Issuer” and, together with the US Issuers, the “Issuers”), BEVERAGE PACKAGING HOLDINGS I LIMITED (f/k/a Beverage Packaging Holdings (Luxembourg) I S.A.), a New Zealand limited liability company (“BP I”), the affiliate of the Issuers party hereto (the “Additional Senior Secured Note Guarantor”), THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”), principal paying agent, transfer agent, registrar and collateral agent (the “Original Collateral Agent”) and WILMINGTON TRUST (LONDON) LIMITED, as additional collateral agent
ContractExecution Version • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
TRADEMARK SECURITY AGREEMENT dated as of August 17, 2017 (this “Agreement”), among the grantors listed on Schedule I hereto (the “U.S Grantors”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).
ContractExecution Version • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
TRADEMARK SECURITY AGREEMENT dated as of April 9, 2013 (this “Agreement”), between Spirit Foodservice, Inc. (the “U.S. Grantor”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).
ContractPatent Security Agreement • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
PATENT SECURITY AGREEMENT dated as of August 17, 2017 (this “Agreement”), among the grantors listed on Schedule I hereto (the “U.S Grantors”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).
ContractReynolds Group Holdings LTD • February 14th, 2018 • Plastics, foil & coated paper bags
To: The Bank of New York Mellon and Wilmington Trust (London) Limited, as Collateral Agents, and each Representative under the First Lien Intercreditor Agreement (in each case, as such terms are defined below)
SERVICES AGREEMENTServices Agreement • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
ContractPatent Security Agreement • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
PATENT SECURITY AGREEMENT dated as of May 2, 2011 (this “Agreement”), between Dopaco, Inc. (the “U.S Grantor”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).
in respect of its Quota in CSI Hungary Gyártó és Kereskedelmi Korlátolt Felelősségű TársaságCharge Agreement • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electroni
AMENDING AGREEMENT NO. 1 TO CANADIAN PLEDGE AGREEMENT EVERGREEN PACKAGING INTERNATIONAL S.À R.L.Amending Agreement • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • Ontario
TO: The Bank of New York Mellon (in its capacity as collateral agent for the Secured Parties as appointed under the First Lien Intercreditor Agreement and its successors, permitted transferees and permitted assigns, the "Collateral Agent") on behalf of and for the benefit of itself and the other Secured Parties
FORM OF SUPPLEMENTAL INDENTURE WITH RESPECT TO GUARANTOR ACCESSIONS TO THE 7.00% SENIOR NOTES DUE 2024Reynolds Group Holdings LTD • February 14th, 2018 • Plastics, foil & coated paper bags • New York
FOURTH SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Senior Notes Supplemental Indenture”) dated as of [●] 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” and, together with US Issuer I, the “US Issuers”), REYNOLDS GROUP ISSUER (NEW ZEALAND) LIMITED (f/k/a Reynolds Group Issuer (Luxembourg) S.A.), a New Zealand limited liability company (the “NZ Issuer” and, together with the US Issuers, the “Issuers”), BEVERAGE PACKAGING HOLDINGS I LIMITED (f/k/a Beverage Packaging Holdings (Luxembourg) I S.A.), a New Zealand limited liability company (“BP I”), the affiliate of the Issuers party hereto (the “Additional Senior Note Guarantor”) and THE BANK OF NEW YORK MELLON, as trustee, principal paying agent and registrar (the “Trustee”) under the indenture dated as of June 27, 2016, as amended or supplemented (the “Senior Notes Indenture”), in respect of the issuance of an aggregate princip
AMENDMENT AGREEMENT NO. 6 dated NOVEMBER 7 2012 for CLOSURE SYSTEMS INTERNATIONAL B.V.as ChargorandWILMINGTON TRUST (LONDON) LIMITEDas Chargee RELATING TO A QUOTA CHARGE AGREEMENTDATED 29 JANUARY 2010 AS AMENDED ON 4 MAY 2010, 16 NOVEMBER 2010, 1...Amendment Agreement • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electroni
CONFIRMATION AND REAFFIRMATION LETTER AGREEMENTConfirmation and Reaffirmation Letter Agreement • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
Credit Suisse AG, Cayman Islands Branch, as Administrative Agent Eleven Madison Avenue New York, NY 10010 Attention: Agency Group
CONFIRMATION AND REAFFIRMATION LETTER AGREEMENTConfirmation and Reaffirmation Letter Agreement • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
Credit Suisse AG, Cayman Islands Branch, as Administrative Agent Eleven Madison Avenue New York, NY 10010 Attention: Agency Group
CONFIRMATION AND ACKNOWLEDGEMENT AGREEMENTConfirmation and Acknowledgement Agreement • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
AND RE: (i) the senior secured notes indenture, dated as of November 5, 2009, by, among others, the Issuers (as defined therein), the Note Guarantors (as defined therein) and The Bank of New York Mellon as trustee, principal paying agent, transfer agent and registrar, (ii) the senior secured notes indenture, dated October 15, 2010, by, among others, the Escrow Issuers (as defined therein), the Senior Secured Note Guarantors (as defined therein) and The Bank of New York Mellon as trustee, principal paying agent, transfer agent and registrar, (iv) the senior secured notes indenture, dated February 1, 2011 by and among the Issuers (as defined therein), the Senior Secured Note Guarantors (as defined therein) and The Bank of New York Mellon as trustee, principal paying agent, transfer agent and registrar, and (v) the senior secured notes indenture, dated August 9, 2011, by, among others, the Escrow Issuers (as defined therein), the Senior Secured Note Guarantors (as defined therein) and The
ContractCopyright Security Agreement • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
COPYRIGHT SECURITY AGREEMENT dated as of August 17, 2017 (this “Agreement”), among the grantors listed on Schedule I hereto (the “U.S Grantors”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).
AMENDING AGREEMENT NO. 2 TO CANADIAN PLEDGE AGREEMENT EVERGREEN PACKAGING INTERNATIONAL LIMITEDAmending Agreement • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • Ontario
ContractTrademark Security Agreement • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
TRADEMARK SECURITY AGREEMENT dated as of May 2, 2011 (this “Agreement”), between Dopaco, Inc. (the “U.S Grantor”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).
AMENDING AGREEMENT NO. 1 TO CANADIAN PLEDGE AGREEMENT (REYNOLDS PACKAGING INTERNATIONAL 13.V.)Amending Agreement • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • Ontario
TO: The Bank of New York Mellon (in its capacity as collateral agent for the Secured Parties as appointed under the First Lien Intercreditor Agreement and its successors, permitted transferees and permitted assigns, the “Collateral Agent”) on behalf of and for the benefit of itself and the other Secured Parties
SEVENTH AMENDMENT TO THE QUOTA PLEDGE AGREEMENT Among THE BANK OF NEW YORK MELLON as Collateral Agent for the benefit of the Secured Parties under the First Lien Intercreditor AgreementThe Quota Pledge Agreement • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
AMENDING AGREEMENT NO. 4 TO CANADIAN PLEDGE AGREEMENT (REYNOLDS PACKAGING INTERNATIONAL B.V.)Amending Agreement • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • Ontario
TO: The Bank of New York Mellon (in its capacity as collateral agent for the Secured Parties as appointed under the First Lien Intercreditor Agreement and its successors, permitted transferees and permitted assigns, the "Collateral Agent") on behalf of and for the benefit of itself and the other Secured Parties
ContractPatent Security Agreement • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
PATENT SECURITY AGREEMENT dated as of March 20, 2012 (this “Agreement”), between Graham Packaging LC, L.P. (the “U.S. Grantor”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).
ContractPatent Security Agreement • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
PATENT SECURITY AGREEMENT dated as of August 17, 2017 (this “Agreement”), among Pactiv Canada Inc. (the “Company”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).
ContractSupplemental Indenture • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
THIRD SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Senior Notes Supplemental Indenture”) dated as of October 31, 2017 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 (NEW ZEALAND) LIMITED, a New Zealand limited liability company (together with the US Issuer I and the US Issuer II, the “Issuers”), BEVERAGE PACKAGING HOLDINGS I LIMITED, a New Zealand limited liability company and THE BANK OF NEW YORK MELLON, as trustee, principal paying agent, transfer agent and registrar (the “Trustee”), to the indenture dated as of June 27, 2016, as amended or supplemented (the “Senior Notes Indenture”), in respect of the issuance of an original aggregate principal amount of $800,000,000 of 7.000% Senior Notes due 2024 (the “Senior Notes”).
SERVICES AGREEMENTServices Agreement • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
THIS SERVICES AGREEMENT (this "Agreement"), effective as of March 22, 2017, by and among Rank Group Limited, a corporation organized under the laws of New Zealand ("RGL" or the "Service Provider"); and Beverage Packaging Holdings (Luxembourg) LS.A. , a Luxembourg public limited liability company (societe anonyme) with registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the RCS under number B 128.592 ("BPH I") (the "Service Recipient").
SERVICES AGREEMENTServices Agreement • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
THIS SERVICES AGREEMENT (this "Agreement"), effective as of January I, 2012, by and among Rank Group North America, Inc., a corporation organized under the laws of Delaware ("RGNA" or the "Service Provider"), and Reynolds Services, Inc., a corporation organized under the laws of Delaware ("Reynolds Services" or "Service Recipient").
ContractPatent Security Agreement • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
PATENT SECURITY AGREEMENT dated as of January 12, 2011 (this “Agreement”), among the grantors listed on Schedule I hereto (the “U.S. Grantors”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).
Indemnification Agreement [sometimes a Letter of Indemnification or Deed Pool of Indemnification] Dated _____________________ Reynolds Group Holdings Limited for the benefit and in favor of the Indemnitees defined in agreementIndemnification Agreement • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
Reynolds Group Holdings Limited, a company registered in New Zealand whose registered office is at Level 9, 148 Quay Street, Auckland, New Zealand (“RGHL”);
