Free signup for more
- Track your favorite companies
- Receive email alerts for new filings
- Personalized dashboard of news and more
- Access all data and search results
Filing tables
Filing exhibits
- F-4/A Registration of securities (foreign)
- 4.23 EX-4.23
- 4.24 EX-4.24
- 4.25 EX-4.25
- 4.26 EX-4.26
- 4.27 EX-4.27
- 4.28 EX-4.28
- 4.29 EX-4.29
- 4.30 EX-4.30
- 4.31 EX-4.31
- 4.32 EX-4.32
- 4.33 EX-4.33
- 4.34 EX-4.34
- 4.35 EX-4.35
- 4.36 EX-4.36
- 4.37 EX-4.37
- 4.38 EX-4.38
- 4.39 EX-4.39
- 4.40 EX-4.40
- 4.41 EX-4.41
- 4.42 EX-4.42
- 4.43 EX-4.43
- 4.44 EX-4.44
- 4.45 EX-4.45
- 4.46 EX-4.46
- 4.47 EX-4.47
- 4.48 EX-4.48
- 4.49 EX-4.49
- 4.50 EX-4.50
- 4.51 EX-4.51
- 4.52 EX-4.52
- 4.53 EX-4.53
- 4.54 EX-4.54
- 4.55 EX-4.55
- 4.56 EX-4.56
- 4.57 EX-4.57
- 4.58 EX-4.58
- 4.59 EX-4.59
- 4.60 EX-4.60
- 4.61 EX-4.61
- 4.62 EX-4.62
- 4.63 EX-4.63
- 4.64 EX-4.64
- 4.65 EX-4.65
- 4.66 EX-4.66
- 4.67 EX-4.67
- 4.68 EX-4.68
- 4.69 EX-4.69
- 4.70 EX-4.70
- 4.71 EX-4.71
- 4.72 EX-4.72
- 4.73 EX-4.73
- 4.74 EX-4.74
- 4.75 EX-4.75
- 4.76 EX-4.76
- 4.77 EX-4.77
- 4.78 EX-4.78
- 4.79 EX-4.79
- 4.80 EX-4.80
- 4.81 EX-4.81
- 4.82 EX-4.82
- 4.83 EX-4.83
- 4.84 EX-4.84
- 4.85 EX-4.85
- 4.86 EX-4.86
- 4.87 EX-4.87
- 4.88 EX-4.88
- 4.89 EX-4.89
- 4.90 EX-4.90
- 4.91 EX-4.91
- 4.92 EX-4.92
- 4.93 EX-4.93
- 4.94 EX-4.94
- 4.95 EX-4.95
- 4.96 EX-4.96
- 4.97 EX-4.97
- 4.98 EX-4.98
- 4.99 EX-4.99
- 4.100 EX-4.100
- 4.101 EX-4.101
- 4.102 EX-4.102
- 4.103 EX-4.103
- 4.104 EX-4.104
- 4.105 EX-4.105
- 4.106 EX-4.106
- 4.107 EX-4.107
- 4.108 EX-4.108
- 4.109 EX-4.109
- 4.110 EX-4.110
- 4.111 EX-4.111
- 4.112 EX-4.112
- 4.113 EX-4.113
- 4.114 EX-4.114
- 4.115 EX-4.115
- 4.116 EX-4.116
- 4.117 EX-4.117
- 4.118 EX-4.118
- 4.119 EX-4.119
- 4.120 EX-4.120
- 4.121 EX-4.121
- 4.122 EX-4.122
- 4.123 EX-4.123
- 4.124 EX-4.124
- 4.125 EX-4.125
- 4.126 EX-4.126
- 4.127 EX-4.127
- 4.128 EX-4.128
- 4.129 EX-4.129
- 4.130 EX-4.130
- 4.131 EX-4.131
- 4.132 EX-4.132
- 4.133 EX-4.133
- 4.134 EX-4.134
- 4.135 EX-4.135
- 4.136 EX-4.136
- 4.137 EX-4.137
- 4.138 EX-4.138
- 4.139 EX-4.139
- 4.140 EX-4.140
- 4.141 EX-4.141
- 4.142 EX-4.142
- 4.143 EX-4.143
- 4.144 EX-4.144
- 4.145 EX-4.145
- 4.146 EX-4.146
- 4.147 EX-4.147
- 4.148 EX-4.148
- 4.149 EX-4.149
- 4.150 EX-4.150
- 4.151 EX-4.151
- 4.152 EX-4.152
- 4.153 EX-4.153
- 4.154 EX-4.154
- 4.155 EX-4.155
- 4.156 EX-4.156
- 4.157 EX-4.157
- 4.158 EX-4.158
- 4.159 EX-4.159
- 4.160 EX-4.160
- 4.161 EX-4.161
- 4.162 EX-4.162
- 4.163 EX-4.163
- 4.164 EX-4.164
- 4.165 EX-4.165
- 4.166 EX-4.166
- 4.167 EX-4.167
- 4.168 EX-4.168
- 4.169 EX-4.169
- 4.170 EX-4.170
- 4.171 EX-4.171
- 4.172 EX-4.172
- 4.173 EX-4.173
- 4.174 EX-4.174
- 4.175 EX-4.175
- 4.176 EX-4.176
- 4.177 EX-4.177
- 4.178 EX-4.178
- 4.179 EX-4.179
- 4.180 EX-4.180
- 4.181 EX-4.181
- 4.182 EX-4.182
- 4.183 EX-4.183
- 4.184 EX-4.184
- 4.185 EX-4.185
- 4.186 EX-4.186
- 4.187 EX-4.187
- 4.188 EX-4.188
- 4.189 EX-4.189
- 4.190 EX-4.190
- 4.191 EX-4.191
- 4.192 EX-4.192
- 4.193 EX-4.193
- 4.194 EX-4.194
- 4.195 EX-4.195
- 4.196 EX-4.196
- 4.197 EX-4.197
- 4.198 EX-4.198
- 4.199 EX-4.199
- 4.200 EX-4.200
- 4.201 EX-4.201
- 4.202 EX-4.202
- 4.203 EX-4.203
- 4.204 EX-4.204
- 4.205 EX-4.205
- 4.206 EX-4.206
- 4.207 EX-4.207
- 4.208 EX-4.208
- 4.209 EX-4.209
- 4.210 EX-4.210
- 4.211 EX-4.211
- 4.212 EX-4.212
- 4.213 EX-4.213
- 4.214 EX-4.214
- 4.215 EX-4.215
- 4.216 EX-4.216
- 4.217 EX-4.217
- 4.218 EX-4.218
- 4.219 EX-4.219
- 4.220 EX-4.220
- 4.221 EX-4.221
- 4.222 EX-4.222
- 4.223 EX-4.223
- 4.224 EX-4.224
- 4.225 EX-4.225
- 4.226 EX-4.226
- 4.227 EX-4.227
- 4.228 EX-4.228
- 4.229 EX-4.229
- 4.230 EX-4.230
- 4.231 EX-4.231
- 4.232 EX-4.232
- 4.233 EX-4.233
- 4.234 EX-4.234
- 4.235 EX-4.235
- 4.236 EX-4.236
- 4.237 EX-4.237
- 4.238 EX-4.238
- 4.239 EX-4.239
- 4.240 EX-4.240
- 4.241 EX-4.241
- 4.242 EX-4.242
- 4.243 EX-4.243
- 4.244 EX-4.244
- 4.245 EX-4.245
- 4.246 EX-4.246
- 4.247 EX-4.247
- 4.248 EX-4.248
- 4.249 EX-4.249
- 4.250 EX-4.250
- 4.251 EX-4.251
- 4.252 EX-4.252
- 4.253 EX-4.253
- 4.254 EX-4.254
- 4.255 EX-4.255
- 4.256 EX-4.256
- 4.257 EX-4.257
- 4.258 EX-4.258
- 4.259 EX-4.259
- 4.260 EX-4.260
- 4.261 EX-4.261
- 4.262 EX-4.262
- 4.263 EX-4.263
- 4.264 EX-4.264
- 4.265 EX-4.265
- 4.266 EX-4.266
- 4.267 EX-4.267
- 4.268 EX-4.268
- 4.269 EX-4.269
- 4.270 EX-4.270
- 4.271 EX-4.271
- 4.272 EX-4.272
- 4.273 EX-4.273
- 4.274 EX-4.274
- 4.275 EX-4.275
- 4.276 EX-4.276
- 4.277 EX-4.277
- 4.278 EX-4.278
- 4.279 EX-4.279
- 4.280 EX-4.280
- 4.281 EX-4.281
- 4.282 EX-4.282
- 4.283 EX-4.283
- 4.284 EX-4.284
- 4.285 EX-4.285
- 4.286 EX-4.286
- 4.287 EX-4.287
- 4.288 EX-4.288
- 4.289 EX-4.289
- 4.290 EX-4.290
- 4.291 EX-4.291
- 4.292 EX-4.292
- 4.293 EX-4.293
- 4.294 EX-4.294
- 4.295 EX-4.295
- 4.296 EX-4.296
- 4.297 EX-4.297
- 4.298 EX-4.298
- 4.299 EX-4.299
- 4.300 EX-4.300
- 4.301 EX-4.301
- 4.302 EX-4.302
- 4.303 EX-4.303
- 4.304 EX-4.304
- 4.305 EX-4.305
- 4.306 EX-4.306
- 4.307 EX-4.307
- 4.308 EX-4.308
- 4.309 EX-4.309
- 4.310 EX-4.310
- 4.311 EX-4.311
- 4.312 EX-4.312
- 4.313 EX-4.313
- 4.314 EX-4.314
- 4.315 EX-4.315
- 4.316 EX-4.316
- 4.317 EX-4.317
- 4.318 EX-4.318
- 4.319 EX-4.319
- 4.320 EX-4.320
- 4.321 EX-4.321
- 4.322 EX-4.322
- 4.323 EX-4.323
- 4.324 EX-4.324
- 4.325 EX-4.325
- 4.326 EX-4.326
- 4.327 EX-4.327
- 4.328 EX-4.328
- 4.329 EX-4.329
- 4.330 EX-4.330
- 4.331 EX-4.331
- 4.332 EX-4.332
- 4.333 EX-4.333
- 4.334 EX-4.334
- 4.335 EX-4.335
- 4.336 EX-4.336
- 4.337 EX-4.337
- 4.338 EX-4.338
- 4.339 EX-4.339
- 4.340 EX-4.340
- 4.341 EX-4.341
- 4.342 EX-4.342
- 4.343 EX-4.343
- 4.344 EX-4.344
- 4.345 EX-4.345
- 4.346 EX-4.346
- 4.347 EX-4.347
- 4.348 EX-4.348
- 4.349 EX-4.349
- 4.350 EX-4.350
- 4.351 EX-4.351
- 4.352 EX-4.352
- 4.353 EX-4.353
- 4.354 EX-4.354
- 4.355 EX-4.355
- 4.356 EX-4.356
- 4.357 EX-4.357
- 4.358 EX-4.358
- 4.359 EX-4.359
- 4.360 EX-4.360
- 4.361 EX-4.361
- 4.362 EX-4.362
- 4.363 EX-4.363
- 4.364 EX-4.364
- 4.365 EX-4.365
- 4.366 EX-4.366
- 4.367 EX-4.367
- 4.368 EX-4.368
- 4.369 EX-4.369
- 4.370 EX-4.370
- 4.371 EX-4.371
- 4.372 EX-4.372
- 4.373 EX-4.373
- 4.374 EX-4.374
- 4.375 EX-4.375
- 4.376 EX-4.376
- 4.377 EX-4.377
- 4.378 EX-4.378
- 4.379 EX-4.379
- 4.380 EX-4.380
- 4.381 EX-4.381
- 4.3802 EX-4.3802
- 4.383 EX-4.383
- 4.384 EX-4.384
- 4.385 EX-4.385
- 4.386 EX-4.386
- 4.387 EX-4.387
- 4.388 EX-4.388
- 4.389 EX-4.389
- 4.390 EX-4.390
- 4.391 EX-4.391
- 4.392 EX-4.392
- 4.393 EX-4.393
- 4.394 EX-4.394
- 4.395 EX-4.395
- 4.396 EX-4.396
- 4.397 EX-4.397
- 4.398 EX-4.398
- 4.399 EX-4.399
- 4.400 EX-4.400
- 4.401 EX-4.401
- 4.402 EX-4.402
- 4.403 EX-4.403
- 4.404 EX-4.404
- 4.405 EX-4.405
- 4.406 EX-4.406
- 4.407 EX-4.407
- 4.408 EX-4.408
- 4.409 EX-4.409
- 4.410 EX-4.410
- 4.411 EX-4.411
- 4.412 EX-4.412
- 4.413 EX-4.413
- 4.414 EX-4.414
- 4.415 EX-4.415
- 4.416 EX-4.416
- 4.417 EX-4.417
- 4.418 EX-4.418
- 4.419 EX-4.419
- 4.420 EX-4.420
- 4.421 EX-4.421
- 4.422 EX-4.422
SIG Combibloc Procurement similar filings
Filing view
External links
EXHIBIT 4.384
Confirmation Letter
Date 9 February 2011
TO :
(i) | Credit Suisse AG (formerly known as Credit Suisse), as administrative agent under the Credit Agreement (as defined below) | |
(ii) | Wilmington Trust (London) Limited as collateral agent under the First Lien Intercreditor Agreement and the Existing Security Documents (each as defined below) |
WHEREAS:
A. | SIG Combibloc Ltd. (the “Company”) has provided security in respect of obligations under the Credit Agreement and the 2009 Secured Notes (each as defined below) under the following security documents: |
(a) | the conditional assignment of bank accounts agreement dated 29 January 2010 between the Company as assignor, Wilmington Trust (London) Limited as collateral agent and the Secured Parties (as defined therein) (the “Conditional Assignment of Bank Accounts”); and | ||
(b) | the conditional assignment of receivables agreement dated 29 January 2010 between the Company as assignor, Wilmington Trust (London) Limited as collateral agent and the Secured Parties (as defined therein) (the “Conditional Assignment of Receivables”). |
B. | Reynolds Group Holdings Inc., the Borrowers, the Guarantors, the Lenders, the New Incremental Term Lenders and the Administrative Agent (each as defined therein) have entered into the amendment no. 4 and incremental term loan assumption agreement dated on or about the date of this Confirmation Letter relating to, and amending and restating, the Credit Agreement (as defined below) (the “Amendment Agreement”). |
C. | The Issuers, the Collateral Agent and Trustee and the Additional Collateral Agent (each as defined therein) have entered into the new secured notes indenture (and related documentation) dated 1 February 2011 in respect of the New Secured Notes (as defined below) (the “New Secured Notes Indenture”). |
The Company executes this Confirmation Letter in order to confirm the security granted by it in accordance with the Existing Security Documents (as defined below) and the guarantee granted by it under the Credit Agreement (as defined below).
- 1 -
1. | Definitions | |
In this Confirmation Letter: | ||
“2009 Secured Notes” means the senior lien notes in an aggregate amount of approximately US$1,125,000,000 aggregate principal amount of senior secured notes due 2016 and approximately €450,000,000 aggregate principal amount of senior secured notes due 2016 of Reynolds Group Issuer (Luxembourg) S.A., Reynolds Group Issuer LLC and Reynolds Group Issuer Inc.; | ||
“Amendment No. 2” means the amendment no. 2 and incremental term loan assumption agreement dated 4 May 2010 relating to the Credit Agreement; | ||
“Amendment No. 3” means the amendment no. 3 and incremental term loan assumption agreement dated 30 September 2010 relating to the Credit Agreement; | ||
“Credit Agreement” means the credit agreement dated 5 November 2009 by and among Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings Inc., Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Pactiv Corporation, Reynolds Group Holdings Limited, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Credit Suisse AG (formerly known as Credit Suisse), as administrative agent for the Lenders as amended, restated or otherwise modified from time to time; | ||
“Credit Documents” has the meaning given to it in the First Lien Intercreditor Agreement; | ||
“Existing Incremental Term Loans” has the meaning given to the term (i) “Incremental U.S. Term Loans” in the Amendment No. 2 and (ii) “New Incremental Term Loans” in the Amendment No. 3; | ||
“Existing Security Documents” means the Conditional Assignment of Bank Accounts and the Conditional Assignment of Receivables; | ||
“First Lien Intercreditor Agreement” means the first lien intercreditor agreement dated 5 November 2009, between, among others, the Administrative Agent, the Trustee, the Collateral Agent and the Grantors (as defined therein) as amended, restated or otherwise modified from time to time; | ||
“New Secured Notes” means the senior secured notes in an aggregate principal amount of US$ 1,000,000,000 due 2021 issued under the New Secured Notes Indenture; |
- 2 -
“Previous Confirmation Letters” means (i) the Confirmation Letter dated 4 May 2010, executed by the Company in connection with the Amendment No. 2 and (ii) the Confirmation Letter dated 16 November 2010, executed by the Company in connection with the Amendment No. 3; and | ||
“Thai Business Permit” means the requisite permit under the Alien Business Act B.E. 2542 from the Director-General of the Department of Business Development, Ministry of Commerce of Thailand permitting the Company to provide a guarantee of the Amended and Restated Credit Agreement (as defined in the Amendment Agreement) or a guarantee for payment of the New Secured Notes (as the case may be). | ||
Save as otherwise defined in this Confirmation Letter, words and expressions defined in the First Lien Intercreditor Agreement (whether directly or by incorporation therein) shall have the same meanings when used herein. | ||
2. | Effectiveness of the Existing Security Documents and its guarantee | |
2.1 | Subject to Clause 2.2 below, the Company hereby: |
(i) | with respect to the Existing Security Documents, (a) confirms that, notwithstanding the effectiveness of the Amendment Agreement and the New Secured Notes Indenture, the borrowing of the New Incremental Term Loans (as defined in the Amendment Agreement), the issuance of the New Secured Notes and the transactions contemplated thereby, each of the Existing Security Documents shall not be affected and shall continue to be in full force and effect, and (b) confirms its grant of security interests in the Collateral to the extent provided in the respective Existing Security Documents; and | ||
(ii) | with respect to the guarantee granted by the Company under the Credit Agreement, subject to the limitations set out in Schedule II of the Amendment Agreement, Schedule IV of Amendment No. 2 and Schedule 3 of Amendment No. 3, (a) agrees that, notwithstanding the effectiveness of the Amendment Agreement, Article X of the Credit Agreement continues to be in full force and effect subject to any limitations set out in Schedule 10 to the Credit Agreement and (b) confirms its guarantee of the Bank Obligations (with respect to itself), all as provided in the Loan Documents (as defined in the Credit Agreement) as originally executed (including any limitations expressly set forth therein). |
2.2 | Notwithstanding any provisions of the Existing Security Documents to the contrary and without prejudice to the last paragraph of this clause below: |
- 3 -
(i) | the obligations and liabilities of the Company with respect to the Credit Documents are limited to such obligations and liabilities existing immediately prior to the date hereof and do not extend to: |
(a) | any obligations in respect of the New Incremental Term Loans (as defined in the Amendment Agreement); or | ||
(b) | any obligations in respect of the New Secured Notes or any guarantee thereof or supplemental indenture thereto notwithstanding the designation of such as ‘Additional Obligations’ under the First Lien Intercreditor Agreement; and |
(ii) | the Company is not consenting to, confirming or otherwise acknowledging any extension whatsoever in excess of, or in addition to, such obligations and liabilities as they existed immediately prior to the date hereof. |
For the avoidance of doubt, the limitations set out in this Clause 2.2 shall not prejudice or affect the Company’s obligations and undertakings with respect to the Bank of Thailand in-principle approval and the Thai Business Permit including the entering into any relevant documents or agreements thereafter as required under the Amendment Agreement or the New Secured Notes Indenture (the “Documents”) and any action or obtaining any authorisation required or in relation to the Company’s execution and delivery of, and performance under, the Documents, the Bank of Thailand in-principle approval or the Thai Business Permit. | ||
3. | No Novation | |
Subject to Clause 2.2 above, the Company confirms that this Confirmation Letter, the Amendment Agreement, the New Secured Notes Indenture and the transactions contemplated thereby shall not extinguish the obligations for the payment of money outstanding under any Credit Document or discharge or release the priority of any Credit Document or any other security therefor. Nothing herein and in the Amendment Agreement or the New Secured Notes Indenture shall be construed as a substitution or novation of the obligations outstanding under any Credit Document or instruments securing the same, which shall remain in full force and effect. Nothing in or implied by this Confirmation Letter, the Amendment Agreement, the New Secured Notes Indenture or in any other document contemplated thereby shall be construed as a release or other discharge of the Company under any Credit Document from any of its obligations and liabilities thereunder. Each of the Credit Documents shall remain in full force and effect notwithstanding the execution and delivery of this Confirmation Letter, the Amendment Agreement and the New Secured Notes Indenture. |
- 4 -
4. | Parallel Debt Provision | |
Subject to Clause 2.2 above and (subject to the guarantee and security in respect of the Existing Incremental Term Loans not having been confirmed and acknowledged by the Company) to the limitations contained in the Previous Confirmation Letters, the Company hereby agrees that its Parallel Debt created under the First Lien Intercreditor Agreement, or under any guarantor joinder to the First Lien Intercreditor Agreement, in effect prior to the date hereof shall, subject to the Legal Reservation, continue to be in full force and effect and shall accrue to the benefit of each Collateral Agent (for the benefit of the Secured Parties) and shall continue to apply, as applicable, in relation to all amounts owing from time to time by the Company under or pursuant to the Obligations (as defined in the First Lien Intercreditor Agreement) notwithstanding the effectiveness of the Amendment Agreement and the New Secured Notes Indenture. | ||
5. | Rights of the Collateral Agent | |
For the avoidance of doubt, notwithstanding anything contained herein, each of the protections, immunities, rights, indemnities and benefits conferred on Wilmington Trust (London) Limited as collateral agent under the Existing Security Documents and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Confirmation Letter as if set out in full herein. | ||
6. | Governing Law | |
This Confirmation Letter shall be governed by, and construed in accordance with, the law of the Kingdom of Thailand. |
IN WITNESS WHEREOF, the Company has caused this Confirmation Letter to be duly executed by its authorized signatory as of the day and year first above written.
SIG COMBIBLOC LTD. | ||||||
By: | /s/ Cindi Lefari | |||||
Name: | ||||||
Title: | Attorney | |||||
- 5 -
We, Wilmington Trust (London) Limited, as collateral agent under the Existing Security Documents, and the Secured Parties (acting through Wilmington Trust (London) Limited, the collateral agent under the Existing Security Documents) hereby confirm that we agree to the terms of this Confirmation Letter, including but not limited to Clause 2.2 hereof.
COLLATERAL AGENT
EXECUTED for and on behalf of
WILMINGTON TRUST (LONDON) LIMITED
EXECUTED for and on behalf of
WILMINGTON TRUST (LONDON) LIMITED
By: | /s/ Elaine Lockhart | |||
Name: | ||||
Title: | Director | |||
SECURED PARTIES
EXECUTED for and on behalf of the Secured Parties by the Collateral Agent
WILMINGTON TRUST (LONDON) LIMITED
EXECUTED for and on behalf of the Secured Parties by the Collateral Agent
WILMINGTON TRUST (LONDON) LIMITED
By: | /s/ Elaine Lockhart | |||
Name: | ||||
Title: | Director | |||
- 6 -