Exhibit 4.15.7
Accession Deed
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This agreement is made by way of deed on March 20, 2012
BYthe subsidiaries of Reynolds Group Holdings Limited listed on Schedule I hereto, (collectively, the “Acceding Parties”);
AND IS SUPPLEMENTALto an English law governed intercreditor agreement (the “Intercreditor Agreement”) dated 11 May 2007 as amended and/or restated on 21 June 2007, 29 June 2007, 5 November 2009 and 5 November 2010 and made between, among others, Reynolds Group Holdings Limited (formerly Rank Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) I S.A., Credit Suisse AG, as administrative agent, Credit Suisse AG, as senior issuing bank, The Bank of New York Mellon, as collateral agent, senior secured notes trustee and high yield noteholders trustee and Credit Suisse AG, as security trustee.
IT IS AGREEDas follows:
1. | Words and expressions defined in the Intercreditor Agreement shall bear the same meaning herein. |
2. | Each of the Acceding Parties confirms it has been supplied with a copy of the Intercreditor Agreement. |
3. | Each of the Acceding Parties covenants with the Parties to be bound by the terms of the Intercreditor Agreement as a Subordinated Guarantor and an Obligor. |
4. | Each of the Acceding Parties shall accede to the Intercreditor Agreement in accordance with the terms thereof. |
5. | This agreement and all non contractual obligations arising from or in connection with it shall be governed by, and construed in accordance with, English law. |
[signature pages follow]
IN WITNESSwhereof this agreement has been duly executed and delivered as a deed on the day and year first above written by the Acceding Parties.
Acceding Parties | ||||||
SIGNED as a deed for and on behalf of | ) | |||||
GRAHAM PACKAGING PX COMPANY | ) | |||||
By | GRAHAM PACKAGING PX, LLC, | ) | ||||
its general partner | ||||||
By | /s/ Helen Dorothy Golding | |||||
Name: Helen Dorothy Golding | ||||||
Title: Assistant Secretary | ||||||
SIGNED as a deed for and on behalf of | ) | |||||
GRAHAM PACKAGING PX, LLC | ) | |||||
By | /s/ Helen Dorothy Golding | |||||
Name: Helen Dorothy Golding | ||||||
Title: Assistant Secretary | ||||||
SIGNED as a deed for and on behalf of | ) | |||||
GPACSUB LLC | ) | |||||
By | /s/ Helen Dorothy Golding | |||||
Name: Helen Dorothy Golding Title: Assistant Secretary | ||||||
SIGNED as a deed for and on behalf of | ) | |||||
GPC CAPITAL CORP. I | ) | |||||
By | /s/ Helen Dorothy Golding | |||||
Name: Helen Dorothy Golding | ||||||
Title: Assistant Secretary | ||||||
SIGNED as a deed for and on behalf of | ) | |||||
GPC CAPITAL CORP. II | ) | |||||
By | /s/ Helen Dorothy Golding | |||||
Name: Helen Dorothy Golding | ||||||
Title: Assistant Secretary |
ICA Accession Deed
SIGNED as a deed for and on behalf of | ) | |||||
GPC OPCO GP LLC | ) | |||||
By | /s/ Helen Dorothy Golding | |||||
Name: Helen Dorothy Golding | ||||||
Title: Assistant Secretary | ||||||
SIGNED as a deed for and on behalf of | ) | |||||
GPC SUB GP LLC | ) | |||||
By | /s/ Helen Dorothy Golding | |||||
Name: Helen Dorothy Golding | ||||||
Title: Assistant Secretary | ||||||
SIGNED as a deed for and on behalf of | ) | |||||
GRAHAM PACKAGING ACQUISITION | ) | |||||
CORP. | ) | |||||
By | /s/ Helen Dorothy Golding | |||||
Name: Helen Dorothy Golding Title: Assistant Secretary | ||||||
SIGNED as a deed for and on behalf of | ) | |||||
GRAHAM PACKAGING COMPANY, L.P. | ) | |||||
By | /s/ Helen Dorothy Golding | |||||
Name: Helen Dorothy Golding Title: Assistant Secretary | ||||||
SIGNED as a deed for and on behalf of | ) | |||||
GRAHAM PACKAGING GP ACQUISITION | ) | |||||
LLC | ) | |||||
/s/ Helen Dorothy Golding | ||||||
Name: Helen Dorothy Golding | ||||||
Title: Assistant Secretary |
ICA Accession Deed
SIGNED as a deed for and on behalf of | ) | |||||
GRAHAM PACKAGING LC, L.P. | ) | |||||
By | /s/ Helen Dorothy Golding | |||||
Name: Helen Dorothy Golding Title: Assistant Secretary | ||||||
SIGNED as a deed for and on behalf of | ) | |||||
GRAHAM PACKAGING LP ACQUISITION | ) | |||||
LLC | ) | |||||
By | /s/ Helen Dorothy Golding | |||||
Name: Helen Dorothy Golding Title: Assistant Secretary | ||||||
SIGNED as a deed for and on behalf of | ) | |||||
GRAHAM PACKAGING PET | ) | |||||
TECHNOLOGIES INC. | ) | |||||
By | /s/ Helen Dorothy Golding | |||||
Name: Helen Dorothy Golding Title: Assistant Secretary | ||||||
SIGNED as a deed for and on behalf of | ) | |||||
GRAHAM PACKAGING PLASTIC | ) | |||||
PRODUCTS INC. | ) | |||||
By | /s/ Helen Dorothy Golding | |||||
Name: Helen Dorothy Golding Title: Assistant Secretary |
ICA Accession Deed
SIGNED as a deed for and on behalf of | ) | |||||
GRAHAM PACKAGING PX HOLDING | ) | |||||
CORPORATION | ) | |||||
By | /s/ Helen Dorothy Golding | |||||
Name: Helen Dorothy Golding | ||||||
Title: Assistant Secretary | ||||||
SIGNED as a deed for and on behalf of | ) | |||||
GRAHAM PACKAGING REGIOPLAST | ) | |||||
STS INC. | ) | |||||
By | /s/ Helen Dorothy Golding | |||||
Name: Helen Dorothy Golding Title: Assistant Secretary | ||||||
SIGNED as a deed for and on behalf of | ) | |||||
GRAHAM PACKAGING MINSTER LLC | ) | |||||
By | /s/ Helen Dorothy Golding | |||||
Name: Helen Dorothy Golding Title: Assistant Secretary | ||||||
SIGNED as a deed for and on behalf of | ) | |||||
GRAHAM PACKAGING HOLDINGS | ) | |||||
COMPANY | ) | |||||
By | BCP/GRAHAM HOLDINGS L.L.C., | ) | ||||
its general partner | ) | |||||
By | /s/ Helen Dorothy Golding | |||||
Name: Helen Dorothy Golding | ||||||
Title: Assistant Secretary |
ICA Accession Deed
SIGNED as a deed for and on behalf of | ) | |||||
GRAHAM RECYCLING COMPANY, L.P. | ) | |||||
By | GPC SUB GP LLC, its general partner | ) | ||||
By | /s/ Helen Dorothy Golding | |||||
Name: Helen Dorothy Golding Title: Assistant Secretary | ||||||
SIGNED as a deed for and on behalf of | ) | |||||
GRAHAM PACKAGING WEST | ) | |||||
JORDAN, LLC | ) | |||||
By | /s/ Helen Dorothy Golding | |||||
Name: Helen Dorothy Golding Title: Assistant Secretary | ||||||
SIGNED as a deed for and on behalf of | ) | |||||
BEVERAGE PACKAGING HOLDINGS | ) | |||||
(LUXEMBOURG) IV S.À R.L. | ) | |||||
By | /s/ Helen Dorothy Golding | |||||
Name: Helen Dorothy Golding | ||||||
Title: Authorized Signatory |
ICA Accession Deed
Security Trustee | ||||||
(for itself and all other parties) | ||||||
SIGNED | ) | |||||
For and on behalf of | ) | |||||
CREDIT SUISSE AG | ) | |||||
By: | /s/ [ILLEGIBLE] | |||||
Name: [ILLEGIBLE] | ||||||
Title: [ILLEGIBLE] | ||||||
By: | /s/ [ILLEGIBLE] | |||||
Name: [ILLEGIBLE] | ||||||
Title: [ILLEGIBLE] |
ICA Accession Deed
Collateral Agent | ||||||
SIGNED | ) | |||||
For and on behalf of | ) | |||||
THE BANK OF NEW YORK MELLON | ) | |||||
By: | /s/ Catherine F. Donohue | |||||
Name: Catherine F. Donohue | ||||||
Title: Vice President | ||||||
Senior Agent | ||||||
SIGNED | ) | |||||
For and on behalf of | ) | |||||
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH | ) | |||||
By: | /s/ Robert Hetu | |||||
Name: Robert Hetu | ||||||
Title: Managing Director | ||||||
By: | /s/ Kevin Buddhdew | |||||
Name: Kevin Buddhdew | ||||||
Title: Associate |
ICA Accession Deed
SCHEDULE I
Subsidiaries of Reynolds Group Holdings Limited
Entity Name | Registered Office Address | |
United States Jurisdictions | ||
1. Graham Packaging PX Company (formerly Plaxicon Company) | Alex Iniguez, 10660 Acacia, Rancho Cucamonga, San Bernardino County, California 91730 | |
2. Graham Packaging PX, LLC (formerly Plaxicon, LLC) | Alex Iniguez, 10660 Acacia, Rancho Cucamonga, San Bernardino County, California 91730 | |
3. GPACSUB LLC | The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801 | |
4. GPC Capital Corp. I | Corporation Service Company, 1013 Centre Road, Wilmington, New Castle County, Delaware 19805 | |
5. GPC Capital Corp. II | Corporation Service Company, 1013 Centre Road, Wilmington, New Castle County, Delaware 19805 | |
6. GPC Opco GP LLC | Corporation Service Company, 1013 Centre Road, Wilmington, New Castle County, Delaware 19805 | |
7. GPC Sub GP LLC | Corporation Service Company, 1013 Centre Road, Wilmington, New Castle County, Delaware 19805 | |
8. Graham Packaging Acquisition Corp. | The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801 | |
9. Graham Packaging Company, L.P. | The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801 | |
10. Graham Packaging GP Acquisition LLC | The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801 | |
11. Graham Packaging LC, L.P. (Formerly Liquid Container, L.P.) | The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801 | |
12. Graham Packaging LP Acquisition LLC | The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801 |
Entity Name | Registered Office Address | |
13. Graham Packaging PET Technologies Inc. | The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801 | |
14. Graham Packaging Plastic Products Inc. | The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801 | |
15. Graham Packaging PX Holding Corporation (formerly Plaxicon Holding Corporation) | The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801 | |
16. Graham Packaging Regioplast STS Inc. | The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801 | |
17. Graham Packaging Minster LLC | CT Corporation System, 36 East 7th Street, Suite 2400, Cincinnati, Hamilton County, Ohio 45202 | |
18. Graham Packaging Holdings Company | 1420 Sixth Avenue, York, York County, Pennsylvania 17405 | |
19. Graham Recycling Company, L.P. | 1420 Sixth Avenue, York, York County, Pennsylvania 17405 | |
20. Graham Packaging West Jordan, LLC | CT Corporation System, 50 West Broadway, Salt Lake City, Salt Lake County, Utah 84101 | |
Non-United States Jurisdictions | ||
21. Beverage Packaging Holdings (Luxembourg) IV S.à r.l. | 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duché de Luxembourg |