Mauser Group N.V. Ordinary Shares Underwriting AgreementUnderwriting Agreement • January 30th, 2017 • Mauser Group B.V. • Metal shipping barrels, drums, kegs & pails • New York
Mauser Group N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] ordinary shares, €0.04 nominal value per share, of the Company (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional Ordinary Shares (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.” The ordinary shares, €0.04 nominal value per share, of the Company are referred to as the “Ordinary Shares.”
SECOND LIEN CREDIT AGREEMENT among CD&R MILLENNIUM HOLDCO 6 S.À R.L., and THE SUBSIDIARY BORROWERS PARTY HERETO, as Borrowers, THE LENDERS FROM TIME TO TIME PARTY HERETO, CREDIT SUISSE AG, as Administrative Agent and Collateral Agent, CREDIT SUISSE...Credit Agreement • September 15th, 2015 • Mauser Group B.V. • Metal shipping barrels, drums, kegs & pails • New York
CREDIT AGREEMENT, dated as of July 31, 2014, among CD&R MILLENNIUM HOLDCO 6 S.À R.L., a Luxembourg Société à responsabilité limitée, having as of the Closing Date its registered office at 5, rue Guillaume Kroll, L – 1882 Luxembourg, registered under the Luxembourg Trade and Companies Register under the number B 186922 and having as of the Closing Date a share capital of €12,500 (as further defined in Subsection 1.1, the “Parent Borrower”), CD&R MILLENNIUM US ACQUICO LLC, a Delaware limited liability company (as further defined in Subsection 1.1, the “U.S. Borrower”), the other Subsidiary Borrowers (as defined in Subsection 1.1) from time to time party hereto (together with the Parent Borrower and the U.S. Borrower, the “Borrowers” and each individually, a “Borrower”), the several banks and other financial institutions from time to time party hereto (as further defined in Subsection 1.1, the “Lenders”), and CREDIT SUISSE AG, as administrative agent (in such capacity and as further defin
SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT made by CD&R MILLENNIUM HOLDCO 7 B.V. CD&R MILLENNIUM US HOLDCO LLC CD&R MILLENNIUM US ACQUICO LLC and certain of the U.S. Subsidiaries of CD&R MILLENNIUM HOLDCO 6 S.À R.L., in favor of CREDIT SUISSE AG...Guarantee and Collateral Agreement • September 15th, 2015 • Mauser Group B.V. • Metal shipping barrels, drums, kegs & pails • New York
SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of July 31, 2014, made by CD&R MILLENNIUM US ACQUICO LLC, a Delaware limited liability company (as further defined in the Credit Agreement (as defined below), the “U.S. Borrower”), CD&R MILLENNIUM US HOLDCO LLC, a Delaware limited liability company (as further defined in the Credit Agreement, “Intermediate U.S. Holdings”), CD&R MILLENNIUM HOLDCO 7 B.V., a Dutch besloten vennootschap met beperkte aansprakelijkheid, having its statutory seat in Amsterdam, the Netherlands and registered with the Dutch trade register under number 60799587 (as further defined in the Credit Agreement, “Intermediate Dutch Holdings”), and certain U.S. Subsidiaries of the Parent Borrower (as defined below) from time to time party hereto, in favor of CREDIT SUISSE AG, as collateral agent for the Secured Parties (as defined below) (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”) and administrative age
INTERCREDITOR AGREEMENT by and among CREDIT SUISSE AG, as Original First Lien Agent, CREDIT SUISSE AG, as Original Second Lien Agent and the other Persons from time to time party hereto Dated as of July 31, 2014Intercreditor Agreement • September 15th, 2015 • Mauser Group B.V. • Metal shipping barrels, drums, kegs & pails • New York
This INTERCREDITOR AGREEMENT (as amended, supplemented, waived or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of July 31, 2014, by and among Credit Suisse AG, in its capacity as collateral agent (together with its successors and assigns in such capacity, and as further defined herein, the “Original First Lien Agent”) for the Original First Lien Secured Parties referred to below, and Credit Suisse AG, in its capacity as collateral agent (together with its successors and assigns in such capacity, and as further defined herein, the “Original Second Lien Agent”) for the Original Second Lien Secured Parties referred to below and the other Persons from time to time party hereto. Capitalized terms used herein without other definition are used as defined in Article I hereof.
SERVICING AGREEMENT dated 23 OCTOBER 2015 between ING LUXEMBOURG S.A. as Purchaser, Transaction Administrator or Beneficiary MAUSER-WERKE GMBH NCG BUCHTENKIRCHEN GMBH MAUSER BENELUX B.V. MAUSER UK LIMITED MAUSER FRANCE S.A.S. MAUSER ITALIA S.P.A....Servicing Agreement • February 12th, 2016 • Mauser Group B.V. • Metal shipping barrels, drums, kegs & pails
[●], società costituita ai sensi della legge [●], con capitale sociale pari ad Euro [●], con sede legale in [●], iscritta presso [●], [●] (l’“Acquirente” e il “Beneficiario”), in persona di [●], in qualità di [●], [●], con la presente
RECEIVABLES PURCHASE AGREEMENT dated 23 OCTOBER 2015 between MAUSER-WERKE GMBH NCG BUCHTENKIRCHEN GMBH MAUSER BENELUX B.V. MAUSER UK LIMITED MAUSER FRANCE S.A.S. MAUSER ITALIA S.P.A. MAUSER CANADA LTD. MAUSER USA FINANCE, LLC NATIONAL CONTAINER GROUP...Receivables Purchase Agreement • January 23rd, 2017 • Mauser Group B.V. • Metal shipping barrels, drums, kegs & pails
The Purchaser, Beneficiary, Transaction Administrator and ING Luxembourg S.A. acting in any other capacity under any Transaction Document are together referred to as “ING Luxembourg”.
THIRD AMENDMENTCredit Agreement • January 23rd, 2017 • Mauser Group B.V. • Metal shipping barrels, drums, kegs & pails • New York
THIRD AMENDMENT, dated as of October 5, 2016 (this “Third Amendment”), among MAUSER HOLDING S.À.R.L. (f/k/a CD&R Millennium Holdco 6 S.à r.l.), a Luxembourg Société à responsabilité limitée, having as of the date hereof its registered office at 5, rue Guillaume Kroll, L – 1882 Luxembourg, registered under the Luxembourg Trade and Companies Register under the number B 186922 and having, as of the date hereof, a share capital of €2,000,000 (together with its successors and assigns, the “Parent Borrower” or the “Borrower Representative”), MAUSER US CORPORATE, LLC, a Delaware limited liability company (f/k/a CD&R Millennium US Acquico LLC), MAUSER CORPORATE GMBH, a German limited liability company (Gesellschaft mit beschränkter Haftung), MAUSER HOLDING NETHERLANDS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its official seat (statutaire zetel) in Oosterhout, the Netherlands, reg
FIRST LIEN GUARANTEE AGREEMENT made by CD&R MILLENNIUM HOLDCO 5 S.À R.L. and certain of its Subsidiaries, in favor of CREDIT SUISSE AG, as Collateral Agent and Administrative Agent Dated as of July 31, 2014First Lien Guarantee Agreement • September 15th, 2015 • Mauser Group B.V. • Metal shipping barrels, drums, kegs & pails • New York
FIRST LIEN GUARANTEE AGREEMENT, dated as of July 31, 2014, made by CD&R MILLENNIUM HOLDCO 5 S.À R.L., a Luxembourg Société à responsabilité limitée, having as of the Closing Date its registered office at 5, rue Guillaume Kroll, L – 1882 Luxembourg, registered under the Luxembourg Trade and Companies Register under the number B 186914 and having as of the Closing Date a share capital of €12,500 (together with any successor in interest thereto, “Holdings”), the Subsidiaries of Holdings listed on Schedule 1 hereto and certain other Subsidiaries of the Parent Borrower from time to time party hereto, in favor of CREDIT SUISSE AG, as collateral agent for the Secured Parties (as defined below) (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”) and administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, t
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 23rd, 2017 • Mauser Group B.V. • Metal shipping barrels, drums, kegs & pails • New York
INDEMNIFICATION AGREEMENT, dated July 31, 2014 (this “Agreement”), by and among CD&R Millennium HoldCo 1 S.à r.l., a private limited liability company incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 5, rue Guillaume Kroll, L-1025 Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 186.796 (“Parent, CD&R Millennium US AcquiCo LLC, a Delaware limited liability company (“US AcquiCo”), Kairos Vier Vermögensverwaltungs-GmbH, a private limited company incorporated under the laws of Germany (“German BidCo”), Clayton, Dubilier & Rice Fund IX, L.P., a Cayman Islands exempted limited partnership (“CD&R Fund IX”), CD&R Advisor Fund IX, L.P., a Cayman Islands exempted limited partnership (“Advisor Fund IX”), Clayton, Dubilier & Rice Fund IX-A, L.P. a Cayman Islands exempted limited partnership (“CD&R Fund IX-A”) and Clayton, Dubilier & Rice, LLC, a limited liability company organized under the laws of Delaware (“CD&R”
Clayton, Dubilier & Rice, LLCMauser Group B.V. • January 30th, 2017 • Metal shipping barrels, drums, kegs & pails • New York
SECOND AMENDMENTSecond Amendment • January 23rd, 2017 • Mauser Group B.V. • Metal shipping barrels, drums, kegs & pails • New York
SECOND AMENDMENT, dated as of March 31, 2016 (this “Second Amendment”), among MAUSER HOLDING S.À.R.L. (f/k/a CD&R Millennium Holdco 6 S.à r.l.), a Luxembourg Société à responsabilité limitée, having as of the date hereof its registered office at 5, rue Guillaume Kroll, L – 1882 Luxembourg, registered under the Luxembourg Trade and Companies Register under the number B 186922 and having as of the date hereof a share capital of € 2,000,000 (together with its successors and assigns, the “Parent Borrower” or the “Borrower Representative”), MAUSER US CORPORATE, LLC, a Delaware limited liability company (f/k/a CD&R Millennium US Acquico LLC), MAUSER CORPORATE GMBH, a German limited liability company (Gesellschaft mit beschränkter Haftung), MAUSER HOLDING NETHERLANDS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its official seat (statutaire zetel) in Oosterhout, the Netherlands, reg
Mauser Group B.V. and Mr H.P. Schäfer MANAGEMENT SERVICES AGREEMENTManagement Services • January 23rd, 2017 • Mauser Group B.V. • Metal shipping barrels, drums, kegs & pails
Consultancy AgreementConsultancy Agreement • January 23rd, 2017 • Mauser Group B.V. • Metal shipping barrels, drums, kegs & pails
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT made by CD&R MILLENNIUM HOLDCO 7 B.V. CD&R MILLENNIUM US HOLDCO LLC CD&R MILLENNIUM US ACQUICO LLC and certain of the U.S. Subsidiaries of CD&R MILLENNIUM HOLDCO 6 S.À R.L., in favor of CREDIT SUISSE AG as...Supplemental Agreement • September 15th, 2015 • Mauser Group B.V. • Metal shipping barrels, drums, kegs & pails • New York
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of July 31, 2014, made by CD&R MILLENNIUM US ACQUICO LLC, a Delaware limited liability company (as further defined in the Credit Agreement (as defined below), the “U.S. Borrower”), CD&R MILLENNIUM US HOLDCO LLC, a Delaware limited liability company (as further defined in the Credit Agreement, “Intermediate U.S. Holdings”), CD&R MILLENNIUM HOLDCO 7 B.V., a Dutch besloten vennootschap met beperkte aansprakelijkheid, having its statutory seat in Amsterdam, the Netherlands and registered with the Dutch trade register under number 60799587 (as further defined in the Credit Agreement, “Intermediate Dutch Holdings”), and certain U.S. Subsidiaries of the Parent Borrower (as defined below) from time to time party hereto, in favor of CREDIT SUISSE AG, as collateral agent for the Secured Parties (as defined below) (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”) and administrative agen
CD&R Millennium (Cayman) Partners, L.P. as Subscriber AND CD&R Millennium Holdco 1 S.à r.l as Issuer SUBSCRIPTION AGREEMENT RELATING TO PREFERRED EQUITY CERTIFICATESSubscription Agreement • January 23rd, 2017 • Mauser Group B.V. • Metal shipping barrels, drums, kegs & pails • Luxembourg
The Subscriber and the Issuer are hereinafter as the context so requires collectively referred to as the “Parties” and each individually as a “Party”.
Mauser Group B.V. and Mr B. Kreiter MANAGEMENT SERVICES AGREEMENTManagement Services • January 23rd, 2017 • Mauser Group B.V. • Metal shipping barrels, drums, kegs & pails
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • January 30th, 2017 • Mauser Group B.V. • Metal shipping barrels, drums, kegs & pails • Delaware
Indemnification Agreement, dated as of , 2017, between Mauser Group N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (the “Company”), and (“Indemnitee”).
CONSULTING AGREEMENTConsulting Agreement • January 23rd, 2017 • Mauser Group B.V. • Metal shipping barrels, drums, kegs & pails • New York
This CONSULTING AGREEMENT, dated July 28, 2014 (this “Agreement”), is by and among CD&R Millennium US AcquiCo LLC, a Delaware limited liability company (“US AcquiCo”), Kairos Vier Vermögensverwaltungs-GmbH, a private limited company incorporated under the laws of Germany (“German BidCo”) and Clayton, Dubilier & Rice, LLC, a limited liability company organized under the laws of Delaware (“CD&R”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.
Consultancy AgreementConsultancy Agreement • January 23rd, 2017 • Mauser Group B.V. • Metal shipping barrels, drums, kegs & pails
€645,000,000 and $320,000,000 FIRST LIEN CREDIT AGREEMENT among CD&R MILLENNIUM HOLDCO 6 S.À R.L., and THE SUBSIDIARY BORROWERS PARTY HERETO, as Borrowers, THE LENDERS FROM TIME TO TIME PARTY HERETO, CREDIT SUISSE AG, as Administrative Agent and...Credit Agreement • September 15th, 2015 • Mauser Group B.V. • Metal shipping barrels, drums, kegs & pails • New York
CREDIT AGREEMENT, dated as of July 31, 2014, among CD&R MILLENNIUM HOLDCO 6 S.À R.L., a Luxembourg Société à responsabilité limitée, having as of the Closing Date its registered office at 5, rue Guillaume Kroll, L – 1882 Luxembourg, registered under the Luxembourg Trade and Companies Register under the number B 186922 and having as of the Closing Date a share capital of €12,500 (as further defined in Subsection 1.1, the “Parent Borrower”), CD&R MILLENNIUM US ACQUICO LLC, a Delaware limited liability company (as further defined in Subsection 1.1, the “U.S. Borrower”), the other Subsidiary Borrowers (as defined in Subsection 1.1) from time to time party hereto (together with the Parent Borrower and the U.S. Borrower, the “Borrowers” and each individually, a “Borrower”), the several banks and other financial institutions from time to time party hereto (as further defined in Subsection 1.1, the “Lenders”), and CREDIT SUISSE AG, as administrative agent (in such capacity and as further defin
FIRST AMENDMENTMauser Group B.V. • September 15th, 2015 • Metal shipping barrels, drums, kegs & pails • New York
FIRST AMENDMENT, dated as of June 24, 2015 (this “First Amendment”), among MAUSER HOLDING S.À.R.L. (f/k/a CD&R Millennium Holdco 6 S.à r.l.), a Luxembourg Société à responsabilité limitée, having as of the date hereof its registered office at 5, rue Guillaume Kroll, L – 1882 Luxembourg, registered under the Luxembourg Trade and Companies Register under the number B 186922 and having as of the date hereof a share capital of €2,000,000 (together with its successors and assigns, the “Parent Borrower” or the “Borrower Representative”), MAUSER US CORPORATE, LLC, a Delaware limited liability company (f/k/a CD&R Millennium US Acquico LLC), MAUSER CORPORATE GMBH, a German limited liability company (Gesellschaft mit beschränkter Haftung), MAUSER HOLDING NETHERLANDS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, the several banks and financial institutions parties hereto as Lenders and the Admi
FIRST AMENDMENT TO THE SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • September 15th, 2015 • Mauser Group B.V. • Metal shipping barrels, drums, kegs & pails • New York
FIRST AMENDMENT TO THE SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT (this “Amendment”), dated as of March 12, 2015, made by, inter alios, Mauser US Corporate, LLC (f/k/a CD&R Millennium US AcquiCo LLC) (the “U.S. Borrower”) and the Guarantors party hereto in favor of Credit Suisse AG, as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”) and administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Second Lien Credit Agreement, dated as of July 31, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Parent Borrower, the U.S. Borrower, the Lenders, the Collateral Agent, and the other parties named therein.
SECOND LIEN GUARANTEE AGREEMENT made by CD&R MILLENNIUM HOLDCO 5 S.À R.L. and certain of its Subsidiaries, in favor of CREDIT SUISSE AG, as Collateral Agent and Administrative Agent Dated as of July 31, 2014Second Lien Guarantee Agreement • September 15th, 2015 • Mauser Group B.V. • Metal shipping barrels, drums, kegs & pails • New York
SECOND LIEN GUARANTEE AGREEMENT, dated as of July 31, 2014, made by CD&R MILLENNIUM HOLDCO 5 S.À R.L., a Luxembourg Société à responsabilité limitée, having as of the Closing Date its registered office at 5, rue Guillaume Kroll, L – 1882 Luxembourg, registered under the Luxembourg Trade and Companies Register under the number B 186914 and having as of the Closing Date a share capital of €12,500 (together with any successor in interest thereto, “Holdings”), the Subsidiaries of Holdings listed on Schedule 1 hereto and certain other Subsidiaries of the Parent Borrower from time to time party hereto, in favor of CREDIT SUISSE AG, as collateral agent for the Secured Parties (as defined below) (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”) and administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively,
FIRST AMENDMENTMauser Group B.V. • September 15th, 2015 • Metal shipping barrels, drums, kegs & pails • New York
FIRST AMENDMENT, dated as of June 24, 2015 (this “First Amendment”), among MAUSER HOLDING S.À.R.L. (f/k/a CD&R Millennium Holdco 6 S.à r.l.), a Luxembourg Société à responsabilité limitée, having as of the date hereof its registered office at 5, rue Guillaume Kroll, L – 1882 Luxembourg, registered under the Luxembourg Trade and Companies Register under the number B 186922 and having as of the date hereof a share capital of €2,000,000 (together with its successors and assigns, the “Parent Borrower” or the “Borrower Representative”), MAUSER US CORPORATE, LLC, a Delaware limited liability company (f/k/a CD&R Millennium US Acquico LLC), the several banks and financial institutions parties hereto as Lenders and the Administrative Agent (as defined below).
SHAREHOLDERS’ AGREEMENT of Mauser Group N.V. Dated as of February [●], 2017Shareholders’ Agreement • January 30th, 2017 • Mauser Group B.V. • Metal shipping barrels, drums, kegs & pails • New York
THIS SHAREHOLDERS’ AGREEMENT (as amended and restated from time to time according to its terms, this “Agreement”), dated as of February [●], 2017, relating to Mauser Group N.V., a public company with limited liability (naamloze vennootschap) organized under the laws of the Netherlands (the “Company”), is entered into by and among the Company and CD&R Millennium Holdco 2 S.à r.l., a company organized under the laws of the Grand Duchy of Luxembourg (“CD&R Investor”).
FIRST AMENDMENT TO THE FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • September 15th, 2015 • Mauser Group B.V. • Metal shipping barrels, drums, kegs & pails • New York
FIRST AMENDMENT TO THE FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT (this “Amendment”), dated as of March 12, 2015, made by, inter alios, Mauser US Corporate, LLC (f/k/a CD&R Millennium US AcquiCo LLC) (the “U.S. Borrower”) and the Guarantors party hereto in favor of Credit Suisse AG, as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”) and administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the First Lien Credit Agreement, dated as of July 31, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Parent Borrower, the U.S. Borrower, the Lenders, the Collateral Agent, and the other parties named therein.
