EXHIBIT 4.4.1
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 NOTES SUPPLEMENTAL INDENTURE (this “First Senior Notes Supplemental Indenture”) dated as of November 16, 2010 among RGHL US Escrow I LLC, a Delaware limited liability company (the “US LLC Escrow Issuer”), RGHL US Escrow I Inc., a Delaware Corporation (the “US Corporate Escrow Issuer” and, together with the US LLC Escrow Issuer, the “US Escrow Issuers”), RGHL Escrow Issuer (Luxembourg) I S.A., a company incorporated as a société anonyme (a public limited liability company) under the laws of Luxembourg (the “Lux Escrow Issuer” and, together with the US Escrow Issuers, the “Escrow Issuers”), 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 Note Guarantors”) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”), principal paying agent, registrar and transfer agent”), to the Senior Notes Indenture (as defined below).
W I T N E S S E T H :
WHEREAS the Escrow Issuers have heretofore executed and delivered to the Trustee an indenture (the “Senior Notes Indenture”) dated as of October 15, 2010, in respect of the issuance of an aggregate principal amount of $1,500,000,000 of 9.000% Senior Notes due 2019 (the “Senior Notes”);
WHEREAS the gross proceeds of the issuance of the Senior 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 Notes;
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WHEREAS immediately after the execution of this First Senior Notes Supplemental Indenture, the proceeds of the issuance of the Senior Notes will be released from the Escrow Account pursuant to Section 6(a) of the Escrow Agreement (the “Escrow Release”);
WHEREAS pursuant to Section 4.24 of the Senior Notes Indenture, as conditions to the Escrow Release, (i) the Ultimate Issuers are required to execute and deliver this First Senior Notes Supplemental Indenture and to assume all of the obligations of the Escrow Issuers under the Senior Notes and the Senior Notes Indenture and to succeed the Escrow Issuers as the “Issuers” under the Senior Notes Indenture and cause the Escrow Issuers to be released from all obligations under the Senior Notes and the Senior Notes Indenture and (ii) the Senior Note Guarantors are required to execute and deliver this First Senior Notes Supplemental Indenture to jointly and severally with all other Senior Note Guarantors, unconditionally guarantee the obligations of the Issuers under the Senior Notes and the Senior Notes Indenture on the terms and subject to the conditions set forth in Article X of the Senior Notes Indenture and to be bound by all other applicable provisions of the Senior Notes Indenture;
WHEREAS pursuant to Section 9.01 of the Senior Notes Indenture, the Trustee, the Ultimate Issuers and BP I are authorized to execute and deliver this First Senior Notes Supplemental Indenture;
Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior 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 Escrow Issuers, the Ultimate Issuers and the Senior Note Guarantors mutually covenant and agree for the equal and ratable benefit of the Trustee and the Holders of the Senior Notes as follows:
1.Agreement to Assume; Release. The Ultimate Issuers hereby assume all of the obligations of the Escrow Issuers under the Senior Notes and the Senior Notes Indenture and hereafter shall be deemed the “Issuers” for all purposes under the Senior Notes and the Senior Notes Indenture. The Escrow Issuers are hereby released from all obligations under the Senior Notes and the Senior Notes Indenture, and for the avoidance of doubt this release does not extend to the Ultimate Issuers.
2.Agreement to Guarantee. The Senior Note Guarantors hereby agree jointly and severally with all other Senior Note Guarantors, to unconditionally guarantee the Ultimate Issuers’ obligations under the Senior Notes and the Senior Notes Indenture on the terms and subject to the conditions set forth in Article X of the Senior Notes Indenture and to be bound by all other applicable provisions of the Senior Notes Indenture.
3.Ratification of Senior Notes Indenture; First Senior Notes Supplemental Indenture Part of Senior Notes Indenture. Except as expressly amended hereby, the Senior 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 Notes Indenture shall be deemed to have been applicable to the Ultimate Issuers, the Senior Note Guarantors, BP II and the applicable Restricted Subsidiaries
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beginning as of the Issue Date as if the Ultimate Issuers, the Senior Note Guarantors, BP II and the applicable Restricted Subsidiaries had been parties thereto on such date, and any action or inaction taken by the Ultimate Issuers, the Senior Note Guarantors, BP II or the applicable Restricted Subsidiaries after the Issue Date and prior to the date hereof prohibited by the Senior Notes Indenture, shall be deemed a Default by the Ultimate Issuers, BP II, the Senior Note Guarantors or the applicable Restricted Subsidiaries, as applicable, under the Senior Notes Indenture as of the date hereof. This First Senior Notes Supplemental Indenture shall form a part of the Senior Notes Indenture for all purposes, and every holder of a Senior Note heretofore or hereafter authenticated and delivered shall be bound hereby.
4.Governing Law.THIS FIRST SENIOR NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
5.Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this First Senior Notes Supplemental Indenture.
6.Duplicate Originals. The parties may sign any number of copies of this First Senior 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 First Senior 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 First Senior 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 Note Guarantor, will have any liability for any obligations of the Ultimate Issuers under the Senior Notes, this First Senior Notes Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Senior Notes by accepting a Senior Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Senior Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
10.Successors and Assigns. All covenants and agreements of the Ultimate Issuers and the Senior Note Guarantors in this First Senior Notes Supplemental Indenture and the Senior Notes shall bind their respective successors and assigns. All agreements of the Trustee in this First Senior Notes Supplemental Indenture shall bind its successors and assigns.
11.Severability. In case any one or more of the provisions contained in this First Senior Notes Supplemental Indenture or the Senior Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability
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shall not affect any other provisions of this First Senior Notes Supplemental Indenture or the Senior Notes.
12.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 Note Guarantor:
Reynolds Group Holdings Limited
Level Nine
148 Quay Street
Auckland 1140 New Zealand
Attn: Helen Golding
Fax: +612 9268 6693
helen.golding@rankgroup.co.nz
and
if to the Trustee, 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
13.Amendments and Modification. This First Senior Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Notes Indenture and by written agreement of each of the parties hereto.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this First Senior Notes Supplemental Indenture to be duly executed as of the date first above written.
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| REYNOLDS GROUP ISSUER INC. | |
| BY: | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Secretary Executed in New York | |
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| REYNOLDS GROUP ISSUER LLC | |
| By: | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Secretary Executed in New York | |
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| REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A. | |
| By: | /s/ Helen Dorothy Golding | |
| | Name: | Helen Dorothy Golding | |
| | Title: | Authorized Signatory Executed in New York | |
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Signature Page to
First Supplemental Indenture (Senior Notes)
STATE OF NEW YORK
COUNTY OF NEW YORK
On the 12th day of November in the year 2010 before me, the undersigned, personally appeared Helen Dorothy Golding, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument the individual, or the person upon behalf of which the individual acted, executed the instrument.
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| /s/ Stefani Sanatar | |
| Name: | Stefani Sanatar | |
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Sworn to before me this 12th day of November , 2010
Notary Public
Printed Name:
My Commission Expires:
_______________________
Signature Page to
First Supplemental Indenture (Senior Notes)
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| RGHL US ESCROW I LLC | |
| by | /s/ Cindi Lefari | |
| | Name: | Cindi Lefari | |
| | Title: | Assistant Secretary | |
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| RGHL US ESCROW I INC. | |
| by | /s/ Cindi Lefari | |
| | Name: | Cindi Lefari | |
| | Title: | Assistant Secretary | |
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| RGHL ESCROW ISSUER (LUXEMBOURG) I S.A. | |
| by | /s/ Cindi Lefari | |
| | Name: | Cindi Lefari | |
| | Title: | Authorized Signatory | |
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Signature Page to
First Supplemental Indenture (Senior Notes)
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| EVERGREEN PACKAGING INC. | |
| by | /s/ Helen Golding | |
| | Name: | Helen Golding | |
| | Title: | Secretary | |
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| EVERGREEN PACKAGING INTERNATIONAL (US) INC. | |
| by | /s/ Helen Golding | |
| | Name: | Helen Golding | |
| | Title: | Secretary | |
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| EVERGREEN PACKAGING USA INC. | |
| by | /s/ Helen Golding | |
| | Name: | Helen Golding | |
| | Title: | Secretary | |
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| BLUE RIDGE HOLDING CORP. | |
| by | /s/ Helen Golding | |
| | Name: | Helen Golding | |
| | Title: | Secretary | |
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| BLUE RIDGE PAPER PRODUCTS INC. | |
| by | /s/ Helen Golding | |
| | Name: | Helen Golding | |
| | Title: | Secretary | |
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| BRPP, LLC | |
| By: | BLUE RIDGE PAPER PRODUCTS INC., as Manager | |
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| by | /s/ Helen Golding | |
| | Name: | Helen Golding | |
| | Title: | Secretary | |
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Signature Page to
First Supplemental Indenture (Senior Notes)
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| CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC. | |
| by | /s/ Helen Golding | |
| | Name: | Helen Golding | |
| | Title: | Vice President & Secretary | |
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| BAKERS CHOICE PRODUCTS, INC. | |
| by | /s/ Helen Golding | |
| | Name: | Helen Golding | |
| | Title: | Assistant Secretary | |
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| CLOSURE SYSTEMS INTERNATIONAL INC. | |
| by | /s/ Helen Golding | |
| | Name: | Helen Golding | |
| | Title: | Assistant Secretary | |
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| CLOSURE SYSTEMS MEXICO HOLDINGS LLC | |
| by | /s/ Helen Golding | |
| | Name: | Helen Golding | |
| | Title: | Assistant Secretary | |
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| CSI MEXICO LLC | |
| by | /s/ Helen Golding | |
| | Name: | Helen Golding | |
| | Title: | Assistant Secretary | |
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| CSI SALES & TECHNICAL SERVICES INC. | |
| by | /s/ Helen Golding | |
| | Name: | Helen Golding | |
| | Title: | Assistant Secretary & Vice President | |
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Signature Page to
First Supplemental Indenture (Senior Notes)
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| CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC. | |
| by | /s/ Helen Golding | |
| | Name: | Helen Golding | |
| | Title: | Assistant Secretary | |
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| SOUTHERN PLASTICS INC. | |
| by | /s/ Helen Golding | |
| | Name: | Helen Golding | |
| | Title: | Assistant Secretary | |
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| REYNOLDS SERVICES INC. | |
| by | /s/ Helen Golding | |
| | Name: | Helen Golding | |
| | Title: | Secretary | |
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| REYNOLDS GROUP HOLDINGS INC. | |
| by | /s/ Helen Golding | |
| | Name: | Helen Golding | |
| | Title: | Secretary | |
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| REYNOLDS PACKAGING MACHINERY INC. | |
| by | /s/ Helen Golding | |
| | Name: | Helen Golding | |
| | Title: | Assistant Secretary | |
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| REYNOLDS CONSUMER PRODUCTS, INC. | |
| by | /s/ Helen Golding | |
| | Name: | Helen Golding | |
| | Title: | Assistant Secretary | |
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Signature Page to
First Supplemental Indenture (Senior Notes)
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| REYNOLDS FOIL INC. | |
| by | /s/ Helen Golding | |
| | Name: | Helen Golding | |
| | Title: | Assistant Secretary | |
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| REYNOLDS ACQUISITION CORPORATION | |
| by | /s/ Helen Golding | |
| | Name: | Helen Golding | |
| | Title: | Assistant Secretary | |
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Signature Page to
First Supplemental Indenture (Senior Notes)
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| REYNOLDS PACKAGING LLC | |
| by | /s/ Cindi Lefari | |
| | Name: | Cindi Lefari | |
| | Title: | Assistant Secretary | |
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| REYNOLDS PACKAGING INC. | |
| by | /s/ Cindi Lefari | |
| | Name: | Cindi Lefari | |
| | Title: | Assistant Secretary | |
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| SIG HOLDING USA, INC. | |
| by | /s/ Cindi Lefari | |
| | Name: | Cindi Lefari | |
| | Title: | Assistant Secretary | |
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| SIG COMBIBLOC INC. | |
| by | /s/ Cindi Lefari | |
| | Name: | Cindi Lefari | |
| | Title: | Assistant Secretary | |
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| REYNOLDS PACKAGING KAMA INC. | |
| by | /s/ Cindi Lefari | |
| | Name: | Cindi Lefari | |
| | Title: | Assistant Secretary | |
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| REYNOLDS FOOD PACKAGING LLC | |
| by | /s/ Cindi Lefari | |
| | Name: | Cindi Lefari | |
| | Title: | Assistant Secretary | |
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Signature Page to
First Supplemental Indenture (Senior Notes)
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| REYNOLDS FLEXIBLE PACKAGING INC. | |
| by | /s/ Cindi Lefari | |
| | Name: | Cindi Lefari | |
| | Title: | Assistant Secretary | |
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| ULTRA PAC, INC. | |
| by | /s/ Cindi Lefari | |
| | Name: | Cindi Lefari | |
| | Title: | Assistant Secretary | |
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| REYNOLDS CONSUMER PRODUCTS HOLDINGS INC. | |
| by | /s/ Cindi Lefari | |
| | Name: | Cindi Lefari | |
| | Title: | Vice President and Assistant Treasurer | |
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Signature Page to
First Supplemental Indenture (Senior Notes)
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| SIG ALLCAP AG | |
| by | /s/ Chiara Brophy | |
| | Name: | CHIARA BROPHY | |
| | Title: | Authorized Signatory | |
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| SIG COMBIBLOC GROUP AG | |
| by | /s/ Chiara Brophy | |
| | Name: | CHIARA BROPHY | |
| | Title: | Authorized Signatory | |
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| SIG COMBIBLOC PROCUREMENT AG | |
| by | /s/ Chiara Brophy | |
| | Name: | CHIARA BROPHY | |
| | Title: | Authorized Signatory | |
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| SIG COMBIBLOC (SCHWEIZ) AG | |
| by | /s/ Chiara Brophy | |
| | Name: | CHIARA BROPHY | |
| | Title: | Authorized Signatory | |
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| SIG REINAG AG | |
| by | /s/ Chiara Brophy | |
| | Name: | CHIARA BROPHY | |
| | Title: | Authorized Signatory | |
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| SIG SCHWEIZERISCHE INDUSTRIE-GESELLSCHAFT AG | |
| by | /s/ Chiara Brophy | |
| | Name: | CHIARA BROPHY | |
| | Title: | Authorized Signatory | |
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Signature Page to
First Supplemental Indenture (Senior Notes)
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| SIG TECHNOLOGY AG | |
| by | /s/ Chiara Brophy | |
| | Name: | CHIARA BROPHY | |
| | Title: | Authorized Signatory | |
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Signature Page to
First Supplemental Indenture (Senior Notes)
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| EVERGREEN PACKAGING (LUXEMBOURG) S.À.R.L. | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorized Signatory | |
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| BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A. | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorized Signatory | |
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| BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À.R.L. | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorized Signatory | |
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| CLOSURE SYSTEMS INTERNATIONAL (LUXEMBOURG) S.À.R.L. | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorized Signatory | |
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| REYNOLDS CONSUMER PRODUCTS (LUXEMBOURG) S.À.R.L. | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorized Signatory | |
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Signature Page to
First Supplemental Indenture (Senior Notes)
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| SIG FINANCE (LUXEMBOURG) S.À.R.L., in liquidation | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorized Signatory | |
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Signature Page to
First Supplemental Indenture (Senior Notes)
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| CLOSURE SYSTEMS INTERNATIONAL B.V. | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorized Signatory | |
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| REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V. | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorized Signatory | |
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| EVERGREEN PACKAGING INTERNATIONAL B.V. | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorized Signatory | |
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| REYNOLDS PACKAGING INTERNATIONAL B.V. | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorized Signatory | |
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Signature Page to
First Supplemental Indenture (Senior Notes)
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| CLOSURE SYSTEMS INTERNATIONAL (CANADA) LIMITED | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorized Signatory | |
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| REYNOLDS FOOD PACKAGING CANADA INC. | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorized Signatory | |
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| EVERGREEN PACKAGING CANADA LIMITED | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorized Signatory | |
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Signature Page to
First Supplemental Indenture (Senior Notes)
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| EVERGREEN PACKAGING (HONG KONG) LIMITED | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorized Signatory | |
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| CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorized Signatory | |
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| SIG COMBIBLOC LIMITED | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorized Signatory | |
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Signature Page to
First Supplemental Indenture (Senior Notes)
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| CSI LATIN AMERCAN HOLDINGS CORPORATION | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorized Signatory | |
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Signature Page to
First Supplemental Indenture (Senior Notes)
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| CSI CLOSURE SYSTEMS MANUFACTURING DE CENTRO AMERICA, S.R.L. | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Attorney-in-Fact | |
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Signature Page to
First Supplemental Indenture (Senior Notes)
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| CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorised Signatory | |
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| CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorised Signatory | |
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| SIG BEVERAGES GERMANY GMBH | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorised Signatory | |
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| SIG COMBIBLOC GMBH | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorised Signatory | |
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| SIG COMBIBLOC HOLDING GMBH | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorised Signatory | |
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| SIG COMBIBLOC SYSTEMS GMBH | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorised Signatory | |
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Signature Page to
First Supplemental Indenture (Senior Notes)
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| SIG COMBIBLOC ZERSPANUNGSTECHNIK GMBH | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorised Signatory | |
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| SIG INTERNATIONAL SERVICES GMBH | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorised Signatory | |
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| SIG INFORMATION TECHNOLOGY GMBH | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorised Signatory | |
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| SIG VIETNAM BETEILIGUNGS GMBH | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorised Signatory | |
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Signature Page to
First Supplemental Indenture (Senior Notes)
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| 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/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorised Signatory | |
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| 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 | |
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Signature Page to
First Supplemental Indenture (Senior Notes)
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| CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (JAPAN) KK | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Attorney | |
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| CLOSURE SYSTEMS INTERNATIONAL JAPAN, LIMITED | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Attorney | |
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Signature Page to
First Supplemental Indenture (Senior Notes)
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| CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (HUNGARY) KFT. | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorized Signatory | |
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| CSI HUNGARY KFT. | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorized Signatory | |
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Signature Page to
First Supplemental Indenture (Senior Notes)
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| BIENES INDUSTRIALES DEL NORTE, S.A. DE C.V. | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorized Signatory | |
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| CSI EN ENSENADA, S. DE R.L. DE C.V. | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorized Signatory | |
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| CSI EN SALTILLO, S. DE R.L. DE C.V. | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorized Signatory | |
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| CSI TECNISERVICIO, S. DE R.L. DE C.V. | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorized Signatory | |
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| GRUPO CSI DE MEXICO, S. DE R.L. DE C.V. | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorized Signatory | |
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| TÉCNICOS DE TAPAS INNOVATIVAS, S.A. DE C.V. | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorized Signatory | |
|
Signature Page to
First Supplemental Indenture (Senior Notes)
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| EVERGREEN PACKAGING MEXICO, S. DE R.L. DE C.V. | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorized Signatory | |
|
| MAXPACK, S. DE R.L. DE C.V. | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorized Signatory | |
|
| REYNOLDS METALS COMPANY DE MEXICO, S. DE R.L. DE C.V. | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorized Signatory | |
|
Signature Page to
First Supplemental Indenture (Senior Notes)
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| REYNOLDS GROUP HOLDINGS LIMITED | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorized Signatory | |
| | |
| | Witnessed by: | |
| | | |
| | /s/ Karen Mower | |
| | Name: Title: Address: | KAREN MOWER Lawyer Sydney, Australia | |
|
| WHAKATANE MILL LIMITED | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Authorized Signatory | |
| | |
| | Witnessed by: | |
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| | /s/ Karen Mower | |
| | Name: Title: Address: | KAREN MOWER Lawyer Sydney, Australia | |
|
Signature Page to
First Supplemental Indenture (Senior Notes)
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| CLOSURE SYSTEMS INTERNATIONAL (UK) LIMITED | |
|
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Attorney | |
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| REYNOLDS CONSUMER PRODUCTS (UK) LIMITED | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Attorney | |
|
| REYNOLDS SUBCO (UK) LIMITED | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Attorney | |
|
| SIG HOLDINGS (UK) LIMITED | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Attorney | |
|
| SIG COMBIBLOC LIMITED | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Attorney | |
|
| IVEX HOLDINGS, LTD. | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Attorney | |
|
Signature Page to
First Supplemental Indenture (Senior Notes)
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| KAMA EUROPE LIMITED | |
| by | /s/ Helen Golding | |
| | Name: | HELEN GOLDING | |
| | Title: | Attorney | |
|
Signature Page to
First Supplemental Indenture (Senior Notes)
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| CLOSURE SYSTEMS INTERNATIONAL (BRAZIL) SISTEMAS DE VEDAÇěO 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/ Edimara Iansen Wieczorek | |
| | Name: | Edimara Iansen Wieczorek | |
| | Title: | Legal Manager | |
|
| | |
| by | /s/ Ricardo Lança Rodriguez | |
| | Name: | Ricardo Lança Rodriguez | |
| | Title: | General Manager | |
|
Signature Page to
First Supplemental Indenture (Senior Notes)
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| SIG ASSET HOLDINGS LIMITED | |
| by | /s/ Chiara Brophy | |
| | Name: | CHIARA BROPHY | |
| | Title: | Authorized Signatory | |
|
Signature Page to
First Supplemental Indenture (Senior Notes)
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|
Executed by WHAKATANE MILL AUSTRALIA PTY LIMITED by the party’s attorney pursuant to power of attorney dated 6 October 2010 who states that no notice of revocation of the power of attorney has been received in the presence of: | | ) ) ) ) ) ) ) |
| | | | | | |
|
| | | | /s/ Pru Wyllie Attorney | | |
| | | | | | |
Karen Mower Name of Witness | | | | PRU WYLLIE Name of Attorney | | |
Signature Page to
First Supplemental Indenture (Senior Notes)
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| THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent, Registrar and Original Collateral Agent and Paying Agent in London | |
| by | /s/ Catherine F. Donohue | |
| | Name: | Catherine F. Donohue | |
| | Title: | Vice President | |
|
STATE OF NEW YORK
COUNTY OF NEW YORK
On the 10th day of November in the year 2010 before me, the undersigned, personally appeared Catherine F. Donohue, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument the individual, or the person upon behalf of which the individual acted, executed the instrument.
Sworn to before me this 10th day of November , 2010
Notary Public
Printed Name: Marc Williams
My Commission Expires:
_______________________
Signature Page to
First Supplemental Indenture (Senior Notes)