EXHIBIT 4.574
Execution Version
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 ELECTRONIC OR DIGITAL SIGNATURE WHICH REFERS TO ANY LOAN DOCUMENT TO AN AUSTRIAN ADDRESSEE.
This Acknowledgment Agreement(Convenio de Reconocimiento)is entered into on this 7th day of November, 2012 (the “Agreement”), by and among Grupo CSI de México, S. de R.L. de C.V., Closure Systems International B.V., CSI Mexico LLC, CSI en Saltillo, S. de R.L. de C.V., Closure Systems Mexico Holdings LLC, Evergreen Packaging International B.V., Reynolds Packaging International B.V., Pactiv Foodservice México, S. de R.L. de C.V. (formerly known as Central de Bolsas, S. de R.L. de C.V.), Grupo Corporativo Jaguar, S.A. de C.V., Servicios Industriales Jaguar, S.A. de C.V., Servicio Terrestre Jaguar, S.A. de C.V., Pactiv LLC (formerly Pactiv Corporation) and Pactiv International Holdings Inc., as pledgors under the Pledge Agreements (as defined below), and The Bank of New York Mellon, acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties, as pledgee under the Pledge Agreements, in accordance with the following Recitals, Representations and Warranties and Clauses. Terms used in this Agreement and not otherwise defined herein shall have the meaning set forth in the Pledge Agreements.
Recitals
I.First Pledge Agreement. On January 29, 2010, Grupo CSI de México, S. de R.L. de C.V., Closure Systems International B.V., CSI Mexico LLC, CSI en Saltillo, S. de R.L. de C.V. and Closure Systems Mexico Holdings LLC, as pledgors, and the Pledgee entered into an equity interests pledge agreement (as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time, the “First Pledge Agreement”). A copy of the First Pledge Agreement together with the acknowledgement agreements dated May 4, 2010, November 16, 2010, February 1, 2011, February 9, 2011 and September 8, 2011 relating to the First Pledge Agreement are attached hereto asExhibit “A”.
II.Second Pledge Agreement. On May 4, 2010, Evergreen Packaging International B.V., as pledgor, and The Bank of New York Mellon, as pledgee, entered into a partnership interest pledge agreement (as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time, the “Second Pledge Agreement”). A copy of the
Second Pledge Agreement together with the acknowledgement agreements dated November 16, 2010, February 1, 2011, February 9, 2011 and September 8, 2011 relating to the Second Pledge Agreement are attached hereto asExhibit “B”.
III.Third Pledge Agreement. On September 1, 2010, Closure Systems International B.V., Reynolds Packaging International B.V. and Reynolds Metals Company de México, S. de R.L. de C.V., as pledgors, and The Bank of New York Mellon, as pledgee, entered into a partnership interests pledge agreement (as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time, the “Third Pledge Agreement”). A copy of the Third Pledge Agreement together with the acknowledgement agreements dated November 16, 2010, February 1, 2011, February 9, 2011 and September 8, 2011 relating to the Third Pledge Agreement are attached hereto asExhibit “C”.
IV.Fourth Pledge Agreement. On April 19, 2011, Grupo CSI de México, S. de R.L. de C.V., Pactiv Foodservice México, S. de R.L. de C.V. (formerly known as Central de Bolsas, S. de R.L. de C.V.), Servicios Industriales Jaguar, S.A. de C.V., Servicio Terrestre Jaguar, S.A. de C.V., Grupo Corporativo Jaguar, S.A. de C.V., Pactiv LLC (formerly Pactiv Corporation), CSI en Saltillo, S. de R.L. de C.V., and Pactiv International Holdings Inc., as pledgors, and The Bank of New York Mellon, as pledgee, entered into an equity interests pledge agreement (as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time, the “Fourth Pledge Agreement”, and together with the First Pledge Agreement, the Second Pledge Agreement and the Third Pledge Agreement, the “Pledge Agreements”). A copy of the Fourth Pledge Agreement, together with the acknowledgement agreement dated September 8, 2011 relating to the Fourth Pledge Agreement are attached hereto asExhibit “D”.
V.Incremental Assumption Agreement. On September 28, 2012, Reynolds Group Holdings Inc., Reynolds Consumer Products Holdings LLC (formerly 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 LLC (formerly Pactiv Corporation), Beverage Packaging Holdings (Luxembourg) III S.à r.l., Evergreen Packaging Inc. and Reynolds Consumer Products Inc. as borrowers, Reynolds Group Holdings Limited, the Guarantors from time to time party thereto (as defined therein), the lenders from time to time party thereto and the Administrative Agent (as defined therein) entered into the Amendment No. 7 and Incremental Term Loan Assumption Agreement (the “Incremental Assumption Agreement”) pursuant to which the Credit Agreement was amended and restated as set out in Annex A thereto (the “Third Amended and Restated Credit Agreement”).
VI.September 2012 Secured Notes Indenture. On September 28, 2012, the Issuers(as defined therein), The Bank of New York Mellon, as trustee, principal paying agent, transfer agent, registrar and collateral agent, and Wilmington Trust (London) Limited, as additional collateral agent, entered into an indenture (the “September 2012 Secured Notes Indenture”) pursuant to which certain secured notes were issued by the Issuers.
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VII.Secured Notes Designation. The obligations in respect of the September 2012 Secured Notes Indenture and any Senior Secured Note Documents (as defined therein) were designated as “Additional Obligations” on September 28, 2012 under, and in accordance with, section 5.02(c) of the First Lien Intercreditor Agreement (the “Secured Notes Designation”).
Representations and Warranties
| I. | Each of the Pledgors hereby represents and warrants, with respect to itself, through its legal representative, that on the date hereof: |
| (a) | the individual executing this Agreement in the name and on behalf of such Pledgor has sufficient power and authority, as well as the necessary authority (corporate, organizational or otherwise) to validly execute and deliver this Agreement on its behalf and to validly bind such Pledgor under the terms herein, and in the case of Servicio Terrestre Jaguar, S.A. de C.V., Grupo CSI de Mexico, S. de R.L. de C.V., CSI en Saltillo, S. de R.L. de C.V., Pactiv Foodservice Mexico; S. de R.L. de C.V., Grupo Corporativo Jaguar, S.A. de C.V., and Servicios Industriales Jaguar, S.A. de C.V., as evidenced in public deed numbers 37,628, dated Ocotber 30, 2012, 37,577, 37,574, 37,569, 37,573, and 37,571, respectively, all dated October 24, 2012, granted in the notarial record of Jose Luis Villavicencio Castañeda, Notary Public number 218 for Mexico City, Federal District, and that such powers, authority and corporate or other authorizations have not been revoked, modified or limited in any manner. |
NOW, THEREFORE, based on the Recitals and Representations and Warranties contained herein, the parties hereto agree as follows:
Clauses
First.-Acknowledgment. Each Pledgor (a) confirms and agrees that the Pledge Agreements, as applicable, and the Security Interest created thereunder continue to be in full force and effect subject to the Legal Reservations (as such term is defined in the Third Amended and Restated Credit Agreement), and (b) acknowledges and agrees that (i) the Incremental Assumption Agreement constitutes a Loan Document, and (ii) the obligations of the Loan Parties under the Incremental Assumption Agreement, the Third Amended and Restated Credit Agreement and any obligations that are “Additional Obligations” as a result of the Secured Notes Designation, in each case, constitute Secured Obligations under the Pledge Agreements.
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Second.-No Novation. The parties hereby expressly agree that this Agreement shall not extinguish the obligations for the payment of money outstanding under any Loan Document or discharge or release the priority of any Loan Document or any other security therefor. Nothing herein shall be construed as a substitution or novation of the Secured Obligations, which shall remain in full force and effect. Nothing in or implied by this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any Secured Obligation. Each Pledge Agreement shall remain in full force and effect notwithstanding the execution and delivery of this Agreement.
The parties agree that this Agreement shall be deemed a “Security Document” for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and that, accordingly, all rights, duties, privileges, protections and benefits of the Collateral Agent set forth in the First Lien Intercreditor Agreement are hereby incorporated by reference.
Third.-Entire Agreement. The parties hereby expressly agree that this Agreement is and shall be deemed a part of each Pledge Agreement and, for such reason, all references made in or with respect to each Pledge Agreement, shall include this Agreement.
Fourth.-Jurisdiction, Governing Law. For all matters relating to the interpretation and fulfillment of this Agreement, the parties hereto expressly and irrevocably submit to the applicable laws of Mexico, and to the jurisdiction of the competent courts sitting in Mexico, Federal District, Mexico, and the parties hereby expressly and irrevocably waive their rights to any other jurisdiction to which they may be entitled to by reason of their present or any future domiciles, or for any other reason.
Fifth.-Language. This Agreement is entered into in both the Spanish and English languages; provided that, in the case of any judicial procedure before a Mexican court, the Spanish version shall govern for all purposes.
[Signature page continues]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date first above written.
The Pledgors:
| Grupo CSI de México, S. de R.L. de C.V. |
| /s/ Karen Mower |
| Name: Karen Mower |
| Title: Authorized Signatory |
| Closure Systems International B.V. |
| /s/ Karen Mower |
| Name: Karen Mower |
| Title: Attorney |
| CSI Mexico LLC |
| /s/ Stephanie Blackman |
| Name: Stephanie Blackman |
| Title: Secretary |
| CSI en Saltillo, S. de R.L. de C.V. |
| /s/ Karen Mower |
| Name: Karen Mower |
| Title: Authorized Signatory |
| Closure Systems Mexico Holdings LLC |
| /s/ Stephanie Blackman |
| Name: Stephanie Blackman |
| Title: Secretary |
| Evergreen Packaging International B.V. |
| /s/ Karen Mower |
| Name: Karen Mower |
| Title: Attorney |
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| Reynolds Packaging International B.V. |
| /s/ Karen Mower |
| Name: Karen Mower |
| Title: Attorney |
| Pactiv Foodservice México, S. de R.L. de C.V. |
| /s/ Karen Mower |
| Name: Karen Mower |
| Title: Authorized Signatory |
| Servicios Industriales Jaguar, S.A. de C.V. |
| /s/ Karen Mower |
| Name: Karen Mower |
| Title: Authorized Signatory |
| Servicio Terrestre Jaguar, S.A. de C.V. |
| /s/ Karen Mower |
| Name: Karen Mower |
| Title: Authorized Signatory |
| Grupo Corporativo Jaguar, S.A. de C.V. |
| /s/ Karen Mower |
| Name: Karen Mower |
| Title: Authorized Signatory |
| Pactiv LLC |
| /s/ Helen Golding |
| Name: Helen Golding |
| Title: Vice President |
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| Pactiv International Holdings Inc. |
| /s/ Helen Golding |
| Name: Helen Golding |
| Title: Vice President |
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The Pledgee:
The Bank of New York Mellon, acting solely in its capacity as Collateral Agent on behalf and for the benefit of the Secured Parties.
| /s/ Orla Forrester |
| Name: Orla Forrester |
| Title: Vice President |
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Exhibit “A”
Acknowledgement Agreement
Copy of First Pledge Agreement and
Acknowledgement Agreements
[Attached hereto]
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Exhibit “B”
Acknowledgement Agreement
Copy of Second Pledge Agreement and
Acknowledgement Agreements
[Attached hereto]
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Exhibit “C”
Acknowledgement Agreement
Copy of Third Pledge Agreement and
Acknowledgement Agreements
[Attached hereto]
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Exhibit “D”
Acknowledgement Agreement
Copy of Fourth Pledge Agreement and
Acknowledgement Agreement
[Attached hereto]
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