EXHIBIT 4.6.13
The taking of this document or any certified copy of it or any other 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 this 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 this 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 e-mail communication which refers to this 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 this document to an Austrian addressee.
FIRST SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior Secured Notes Supplemental Indenture”) dated as of September 8, 2011 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 société anonyme (limited liability company) organized under the laws of Luxembourg (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Ultimate Issuers”), the affiliates of the Ultimate Issuers party hereto (the “Senior Secured Note Guarantors”), THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”), principal paying agent, transfer agent, registrar and collateral agent (the “Original Collateral Agent”) under the indenture referred to below and WILMINGTON TRUST (LONDON) LIMITED, as additional collateral agent (the “Additional Collateral Agent”), to the Senior Secured Notes Indenture (as defined below).
W I T N E S S E T H :
WHEREAS RGHL US ESCROW II LLC, a Delaware limited liability company (the “USLLC Escrow Issuer”), and RGHL US ESCROW II INC., a Delaware Corporation (the “US Corporate Escrow Issuer” and, together with the US LLC Escrow Issuer, the “Escrow Issuers”), have heretofore executed and delivered to the Trustee an indenture (the “Senior Secured Notes Indenture”) dated as of August 9, 2011, in respect of the issuance of an aggregate principal amount of $1,500,000,000 of 7.875% Senior Secured Notes due 2019 (the “Senior Secured Notes”);
WHEREAS the gross proceeds to the Initial Purchasers from the offer and sale of the Senior Secured Notes and other funds were deposited by the Initial Purchasers and the Escrow Issuers into the Escrow Accounts at the closing of the offering of the Senior Secured Notes;
WHEREAS immediately after the execution of this Senior Secured Notes Supplemental Indenture, the proceeds of the issuance of the Senior Secured Notes will be released from the Escrow Accounts pursuant to Section 5(a) of the Escrow Agreement (the “Escrow Release”);
WHEREAS pursuant to Section 4.23 of the Senior Secured Notes Indenture, as conditions to the Escrow Release, (i) the Ultimate Issuers are required to execute and deliver this Senior Secured Notes Supplemental Indenture and to assume all of the obligations of the Escrow Issuers under the Senior Secured Notes and the Senior Secured Notes Indenture and to succeed the Escrow Issuers as the “Issuers” under the Senior Secured Notes Indenture and (ii) the Senior Secured Note Guarantors are required to execute and deliver this Senior Secured Notes Supplemental Indenture, to, jointly and severally with all other Senior Secured Note Guarantors, unconditionally guarantee the obligations of the Issuers under the Senior Secured Notes and the Senior Secured Notes Indenture on the terms and subject to the conditions set forth in Article X of the Senior Secured Notes Indenture and to be bound by all other applicable provisions of the Senior Secured Notes Indenture;
WHEREAS pursuant to Section 9.01 of the Senior Secured Notes Indenture, the Trustee, the Original Collateral Agent, the Additional Collateral Agent, BP I and the Ultimate Issuers are entitled to execute and deliver this Senior Secured Notes Supplemental Indenture;
Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Secured Notes Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Ultimate Issuers and the Senior Secured Note Guarantors mutually covenant and agree for the equal and ratable benefit of the Holders of the Senior Secured Notes as follows:
1.Assumption. The Ultimate Issuers hereby assume, on a joint and several basis, all of the obligations of the Escrow Issuers under the Senior Secured Notes and the Senior Secured Notes Indenture and hereafter shall be deemed the “Issuers” for all purposes under the Senior Secured Notes and the Senior Secured Notes Indenture.
2.Guarantee. The Senior Secured Note Guarantors hereby jointly and severally with all other Senior Secured Note Guarantors unconditionally guarantee the Ultimate Issuers’ obligations under the Senior Secured Notes and the Senior Secured Notes Indenture on the terms and subject to the conditions set forth in Article X of the Senior Secured Notes Indenture and agree to be bound as a Senior Secured Note Guarantor by all the other applicable provisions of the Senior Secured Notes Indenture.
3.Ratification of Senior Secured Notes Indenture; Senior Secured Notes Supplemental Indenture Part of Senior Secured Notes Indenture. Except as expressly amended hereby, the Senior Secured Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Following the date hereof, all of the covenants set forth in Article IV of the Senior Secured Notes Indenture shall be deemed to have been applicable to the Ultimate Issuers, the Senior Secured Note Guarantors, BP
I, BP II and the applicable Restricted Subsidiaries beginning as of the Issue Date as if the Ultimate Issuers, the Senior Secured Note Guarantors and the applicable Restricted Subsidiaries had been parties thereto on such date, and any action or inaction taken by the Ultimate Issuers, the Senior Secured Note Guarantors, BP I, BP II or the applicable Restricted Subsidiaries after the Issue Date and prior to the date hereof prohibited by the Senior Secured Notes Indenture, shall be deemed a Default by the Ultimate Issuers, the Senior Secured Note Guarantors or the applicable Restricted Subsidiaries, as applicable, under the Senior Secured Notes Indenture as of the date hereof. This Senior Secured Notes Supplemental Indenture shall form a part of the Senior Secured Notes Indenture for all purposes, and every holder of a Senior Secured Note heretofore or hereafter authenticated and delivered shall be bound hereby. The Senior Secured Note Guarantors hereby agree to (i) be bound by and become a party to, as if originally named Senior Secured Note Guarantors therein, the First Lien Intercreditor Agreement and (ii) be bound by and become a party to the 2007 UK Intercreditor Agreement, as if originally named Obligors therein, by executing and delivering accession deeds to such 2007 UK Intercreditor Agreement in form and substance reasonably satisfactory to the Security Trustee thereunder (except to the extent any such Senior Secured Note Guarantor is bound by and a party thereunder prior to the date hereof).
4.Governing Law.THIS SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
5.Trustee, Original Collateral Agent and Additional Collateral Agent Make No Representations. The Trustee, Original Collateral Agent and Additional Collateral Agent make no representations as to the validity or sufficiency of this Senior Secured Notes Supplemental Indenture.
6.Duplicate Originals. The parties may sign any number of copies of this Senior Secured Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
7.Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.
8.No Adverse Interpretation of Other Agreements. This Senior Secured Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Ultimate Issuers, BP I, BP II, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Secured Notes Supplemental Indenture.
9.No Recourse Against Others. No (i) director, officer, employee, manager, incorporator or holder of any Equity Interests in BP I, BP II or any Issuer or any direct or indirect parent corporation or (ii) director, officer, employee or manager of a Senior Secured Note Guarantor, will have any liability for any obligations of the Ultimate Issuers under the Senior Secured Notes, this Senior Secured Notes Supplemental Indenture, the Senior Secured Notes Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation;provided,however, the foregoing shall not in any manner affect the liability of a Senior
Secured Note Guarantor with respect to its Senior Secured Note Guarantee. Each holder of Senior Secured Notes by accepting a Senior Secured Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Senior Secured Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
10.Indemnity. (a) The Ultimate Issuers, BP I and the Senior Secured Note Guarantors executing this Senior Secured Notes Supplemental Indenture, subject to Section 10.08 of the Senior Secured Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Secured Notes Supplemental Indenture or a Senior Secured Note Guarantee provided herein against the Ultimate Issuers, BP I or a Senior Secured Note Guarantor (including this Section) and defending itself against or investigating any claim (whether (i) asserted by the Ultimate Issuers, BP I, any Senior Secured Note Guarantor, any Holder or any other Person or (ii) with respect to any action taken by the Trustee under the 2007 Intercreditor Agreement, the First Lien Intercreditor Agreement, any Additional Intercreditor Agreement or any other agreement referenced herein). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Secured Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Ultimate Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof;provided,however, that any failure so to notify the Ultimate Issuers shall not relieve any of the Ultimate Issuers, BP I or the Senior Secured Note Guarantors executing this Senior Secured Notes Supplemental Indenture of its indemnity obligations hereunder. The Ultimate Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Ultimate Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Ultimate Issuers, BP I and the Senior Secured Note Guarantors, as applicable, shall pay the fees and expenses of such counsel. The Ultimate Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.
(b) To secure the payment obligations of the Ultimate Issuers, BP I and the Senior Secured Note Guarantors in this Section, the Trustee shall have a Lien prior to the Senior Secured Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Secured Notes.
11.Successors and Assigns. All covenants and agreements of the Ultimate Issuers and the Senior Secured Note Guarantors in this Senior Secured Notes Supplemental Indenture and the Senior Secured Notes shall bind their respective successors and assigns. All agreements of the Trustee in this Senior Secured Notes Supplemental Indenture shall bind its successors and assigns.
12.Severability. In case any one or more of the provisions contained in this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes.
13.Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows:
If to any of the Ultimate Issuers or any Senior Secured Note Guarantor:
Suite 2502
Level 25 Citigroup Centre
2 Park Street
Sydney 2000, Australia
Attn: Helen Golding
Fax: +6192686693
helen.golding@rankgroup.co.nz
If to the Trustee, Original Collateral Agent, Principal Paying Agent, Transfer Agent or Registrar:
The Bank of New York Mellon
101 Barclay Street 4-E
New York, NY 10286
Attn: International Corporate Trust
Fax: (212) 815-5366
catherine.donohue@bnymellon.com
lesley.daley@bnymellon.com
If to the Additional Collateral Agent:
Wilmington Trust (London) Limited
Third Floor
1 King’s Arms Yard
London EC2R 7AF
Facsimile: +44 (0)20 7397 3601
Attention: Paul Barton
14.Amendments and Modification. This Senior Secured Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Secured Notes Indenture and by written agreement of each of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Senior Secured Notes Supplemental Indenture to be duly executed as of the date first above written.
| | | | |
| REYNOLDS GROUP ISSUER LLC | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Secretary | |
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| REYNOLDS GROUP ISSUER INC. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Secretary | |
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| REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Authorized Signatory | |
| | |
|
Signed, sealed and delivered by WHAKATANE MILL | | ) |
AUSTRALIA PTY LIMITED by the party’s | | ) |
attorney pursuant to power of attorney | | ) |
dated 20 July 2011 who states that no | | ) |
notice of revocation of the power of | | ) |
attorney has been received in the | | ) |
presence of: | | ) |
| | |
|
/s/ Karen Mower | | /s/ Cindi Lefari |
| | |
Witness | | Attorney |
| | |
Karen Mower | | Cindi Lefari |
| | |
Name of Witness | | Name of Attorney |
| | | | |
| CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇÃO LTDA | |
| by | /s/ Guilherme Rodrigues Miranda | |
| | Name: | Guilherme Rodrigues Miranda | |
| | Title: | Manager | |
|
| SIG BEVERAGES BRASIL LTDA. | |
| by | /s/ Felix Colas Morea | |
| | Name: | Felix Colas Morea | |
| | Title: | Manager | |
|
| SIG COMBIBLOC DO BRASIL LTDA. | |
| by | /s/ Ricardo Lança Rodriguez | |
| | Name: | Ricardo Lança Rodriguez | |
| | Title: | Manager | |
|
| | |
| by | /s/ Antonio Luiz Tafner Ferreira | |
| | Name: | Antonio Luiz Tafner Ferreira | |
| | Title: | Manager | |
| | | | |
| CSI LATIN AMERICAN HOLDINGS CORPORATION | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
| | | | |
| EVERGREEN PACKAGING CANADA LIMITED | |
| By | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
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| PACTIV CANADA, INC. | |
| By | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
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| DOPACO CANADA, INC. | |
| By | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
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| CONFERENCE CUP LTD. | |
| By | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
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| GARVEN INCORPORATED | |
| By | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
| | | | |
| CSI CLOSURE SYSTEMS MANUFACTURING DE CENTRO AMERICA SOCIEDAD DE RESPONSABILIDAD LIMITADA | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Attorney-in-Fact | |
| | | | |
| CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
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| CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
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| SIG BEVERAGES GERMANY GMBH | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
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| SIG COMBIBLOC GMBH | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
| | | | |
| SIG COMBIBLOC SYSTEMS GMBH | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
|
| SIG COMBIBLOC HOLDING GMBH | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
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| SIG COMBIBLOC ZERSPANUNGSTECHNIK GMBH | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
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| SIG INTERNATIONAL SERVICES GMBH | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
| | | | |
| SIG INFORMATION TECHNOLOGY GMBH | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
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| PACTIV DEUTSCHLAND HOLDINGGESELLSCHAFT MBH | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
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| OMNI-PAC EKCO GMBH VERPACKUNGSMITTEL | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
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| OMNI-PAC GMBH VERPACKUNGSMITTEL | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
SIG Euro Holding AG & CO. KGaA
towards all parties to this Agreement other than SIG Reinag AG, acting through its general partner (Komplementär) SIG Reinag AG
| | | | |
| |
By | /s/ Karen Mower | |
| Name: | Karen Mower | |
| Title: | Authorized Signatory | |
|
towards SIG Reinag AG, acting through its supervisory board (Aufsichtsrat), represented by the chairman of the supervisory board acting as its authorized representative
| | | | |
| |
| /s/ Rolf Stangl | |
| Name: | Rolf Stangl | |
| Title: | Chairman of the supervisory board | |
| | | | |
| SIG VIETNAM BETEILIGUNGS GMBH | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
| | | | |
| PACTIV HAMBURG HOLDINGS GMBH | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
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| SIG ASSET HOLDINGS LIMITED | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
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| CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED | |
| by | /s/ Karen Michelle Mower | |
| | Name: | Karen Michelle Mower | |
| | Title: | Authorized Signatory | |
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| SIG COMBIBLOC LIMITED | |
| by | /s/ Karen Michelle Mower | |
| | Name: | Karen Michelle Mower | |
| | Title: | Authorized Signatory | |
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| EVERGREEN PACKAGING (HONG KONG) LIMITED | |
| by | /s/ Karen Michelle Mower | |
| | Name: | Karen Michelle Mower | |
| | Title: | Authorized Signatory | |
| | | | |
| CSI HUNGARY KFT. | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
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| CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (HUNGARY) KFT. | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
|
| | | | |
| CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (JAPAN) KK | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Attorney | |
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| CLOSURE SYSTEMS INTERNATIONAL JAPAN, LIMITED | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Attorney | |
| | | | |
| BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A. | |
| By | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
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| BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À.R.L. | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
|
| EVERGREEN PACKAGING (LUXEMBOURG) S.À.R.L. | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
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| GRUPO CSI DE MÉXICO, S. DE R.L. DE C.V. | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
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| BIENES INDUSTRIALES DEL NORTE, S.A. DE C.V. | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
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| TÉCNICOS DE TAPAS INNOVATIVAS, S.A. DE C.V. | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
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| CSI EN ENSENADA, S. DE R.L. DE C.V. | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
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| CSI TECNISERVICIO, S. DE R.L. DE C.V. | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
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| CSI EN SALTILLO, S. DE R.L. DE C.V. | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
| | | | |
| EVERGREEN PACKAGING MÉXICO, S. DE R.L. DE C.V. | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
|
| MAXPACK, S. DE R.L. DE C.V. | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
|
| REYNOLDS METALS COMPANY DE MÉXICO, S. DE R.L. DE C.V. | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
|
| CENTRAL DE BOLSAS, S. DE R.L. DE C.V. | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
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| SERVICIOS INDUSTRIALES JAGUAR, S.A. DE C.V. | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
| | | | |
| SERVICIO TERRESTRE JAGUAR, S.A. DE C.V. | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
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| GRUPO CORPORATIVO JAGUAR, S.A. DE C.V. | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
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| PACTIV MÉXICO, S. DE R.L. DE C.V. | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
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| REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V. | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
|
| CLOSURE SYSTEMS INTERNATIONAL B.V. | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
|
| EVERGREEN PACKAGING INTERNATIONAL B.V. | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
|
| REYNOLDS PACKAGING INTERNATIONAL B.V. | |
| by | /s/ Karen Mower | |
| | Name: | Karen Mower | |
| | Title: | Authorized Signatory | |
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| REYNOLDS GROUP HOLDINGS LIMITED | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Authorized Signatory | |
| | | | |
| Witnessed by: | |
| /s/ Karen Mower | |
| Name: | Karen Mower | |
| Title: | Attorney | |
| Address: Sydney, Australia | |
| | | | |
| WHAKATANE MILL LIMITED | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Authorized Signatory | |
| | | | |
| Witnessed by: | |
| /s/ Karen Mower | |
| Name: | Karen Mower | |
| Title: | Attorney | |
| Address: Sydney, Australia | |
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| SIG COMBIBLOC GROUP AG | |
| by | /s/ Cindi Lefari | |
| | Name: | Cindi Lefari | |
| | Title: | Attorney | |
|
| SIG COMBIBLOC (SCHWEIZ) AG | |
| by | /s/ Cindi Lefari | |
| | Name: | Cindi Lefari | |
| | Title: | Attorney | |
|
| SIG ALLCAP AG | |
| by | /s/ Cindi Lefari | |
| | Name: | Cindi Lefari | |
| | Title: | Attorney | |
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| SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG | |
| by | /s/ Cindi Lefari | |
| | Name: | Cindi Lefari | |
| | Title: | Attorney | |
|
| SIG TECHNOLOGY AG | |
| by | /s/ Cindi Lefari | |
| | Name: | Cindi Lefari | |
| | Title: | Attorney | |
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| SIG COMBIBLOC PROCUREMENT AG | |
| by | /s/ Cindi Lefari | |
| | Name: | Cindi Lefari | |
| | Title: | Attorney | |
| | | | |
| SIG REINAG AG | |
| by | /s/ Cindi Lefari | |
| | Name: | Cindi Lefari | |
| | Title: | Attorney | |
| | | | |
| SIG COMBIBLOC LTD. | |
| by | /s/ Cindi Lefari | |
| | Name: | Cindi Lefari | |
| | Title: | Authorized Signatory | |
| | | | |
| SIG HOLDINGS (UK) LIMITED | |
| by | /s/ Cindi Lefari | |
| | Name: | Cindi Lefari | |
| | Title: | Attorney | |
|
| SIG COMBIBLOC LIMITED | |
| by | /s/ Cindi Lefari | |
| | Name: | Cindi Lefari | |
| | Title: | Attorney | |
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| REYNOLDS CONSUMER PRODUCTS (UK) LIMITED | |
| by | /s/ Cindi Lefari | |
| | Name: | Cindi Lefari | |
| | Title: | Attorney | |
|
| REYNOLDS SUBCO (UK) LIMITED | |
| by | /s/ Cindi Lefari | |
| | Name: | Cindi Lefari | |
| | Title: | Attorney | |
|
| CLOSURE SYSTEMS INTERNATIONAL (UK) LIMITED | |
| by | /s/ Cindi Lefari | |
| | Name: | Cindi Lefari | |
| | Title: | Attorney | |
|
| IVEX HOLDINGS, LTD. | |
| by | /s/ Cindi Lefari | |
| | Name: | Cindi Lefari | |
| | Title: | Attorney | |
| | | | |
| KAMA EUROPE LIMITED | |
| by | /s/ Cindi Lefari | |
| | Name: | Cindi Lefari | |
| | Title: | Attorney | |
|
| OMNI-PAC U.K. LIMITED | |
| by | /s/ Cindi Lefari | |
| | Name: | Cindi Lefari | |
| | Title: | Attorney | |
|
| THE BALDWIN GROUP LIMITED | |
| by | /s/ Cindi Lefari | |
| | Name: | Cindi Lefari | |
| | Title: | Attorney | |
|
| J. & W. BALDWIN (HOLDINGS) LIMITED | |
| by | /s/ Cindi Lefari | |
| | Name: | Cindi Lefari | |
| | Title: | Attorney | |
| | | | |
| BAKERS CHOICE PRODUCTS, INC. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Assistant Secretary | |
|
| CLOSURE SYSTEMS INTERNATIONAL INC. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Assistant Secretary | |
|
| CLOSURE SYSTEMS MEXICO HOLDINGS LLC | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Assistant Secretary | |
|
| CSI MEXICO LLC | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Assistant Secretary | |
|
| CSI SALES & TECHNICAL SERVICES INC. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Vice President & Assistant Secretary | |
|
| REYNOLDS CONSUMER PRODUCTS, INC. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Assistant Secretary | |
| | | | |
| REYNOLDS FOIL INC. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Assistant Secretary | |
|
| CLOSURES SYSTEMS INTERNATIONAL PACKAGING MACHINERY INC. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Assistant Secretary | |
|
| REYNOLDS SERVICES INC. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Secretary | |
|
| SIG HOLDING USA, INC. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Assistant Secretary | |
|
| SIG COMBIBLOC INC. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Assistant Secretary | |
|
| SOUTHERN PLASTICS INC. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Assistant Secretary | |
|
| | | | |
| CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Vice President & Secretary | |
|
| | | | |
| REYNOLDS GROUP HOLDINGS INC. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Secretary | |
|
| | | | |
| REYNOLDS CONSUMER PRODUCTS HOLDINGS INC. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Vice President & Secretary | |
|
| | | | |
| CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Assistant Secretary | |
|
| | | | |
| EVERGREEN PACKAGING INC. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Secretary | |
|
| | | | |
| EVERGREEN PACKAGING USA INC. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Secretary | |
| | | | |
| EVERGREEN PACKAGING INTERNATIONAL (US) INC. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Secretary | |
|
| | | | |
| BLUE RIDGE HOLDING CORP. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Secretary | |
|
| | | | |
| BRPP, LLC | |
| By: | BLUE RIDGE PAPER PRODUCTS INC., its Sole Member and Manager | |
| | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Secretary | |
|
| | | | |
| BLUE RIDGE PAPER PRODUCTS INC. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Secretary | |
|
| | | | |
| REYNOLDS PACKAGING INC. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Vice President & Secretary | |
|
| | | | |
| REYNOLDS FLEXIBLE PACKAGING INC. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Vice President & Secretary | |
| | | | |
| REYNOLDS FOOD PACKAGING LLC | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Assistant Secretary | |
|
| | | | |
| REYNOLDS PACKAGING KAMA INC. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Assistant Secretary | |
|
| | | | |
| REYNOLDS PACKAGING LLC | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Assistant Secretary | |
|
| | | | |
| ULTRA PAC, INC. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Assistant Secretary | |
|
| | | | |
| NEWSPRING INDUSTRIAL CORP. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Vice President | |
|
| | | | |
| PACTIV CORPORATION | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Vice President | |
| | | | |
| PACTIV FACTORING LLC | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Vice President | |
|
| | | | |
| PACTIV GERMANY HOLDINGS, INC. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Vice President | |
|
| | | | |
| PACTIV INTERNATIONAL HOLDINGS INC. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Vice President | |
|
| | | | |
| PACTIV MANAGEMENT COMPANY LLC | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Vice President | |
|
| | | | |
| PACTIV RETIREMENT ADMINISTRATION LLC | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Vice President | |
|
| | | | |
| PACTIV RSA LLC | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Vice President | |
| | | | |
| PCA WEST INC. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Vice President | |
|
| | | | |
| PWP INDUSTRIES, INC. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Vice President | |
|
| | | | |
| PWP HOLDINGS, INC. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Vice President | |
|
| | | | |
| PRAIRIE PACKAGING, INC. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Vice President | |
|
| | | | |
| DOPACO, INC. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Vice President | |
| | | | |
| BUCEPHALAS ACQUISITION CORP. | |
| by | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Secretary | |
| | | | |
| THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent, Registrar and Original Collateral Agent | |
| By: | /s/ Catherine F. Donohue | |
| | Name: | Catherine F. Donohue | |
| | Title: | Vice President | |
| | | | |
| WILMINGTON TRUST (LONDON) LIMITED, as Additional Collateral Agent | |
| by | /s/ Paul Barton | |
| | Name: | Paul Barton | |
| | Title: | Relationship Manager | |
|