EXHIBIT 4.3.1
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 SECURED NOTES SUPPLEMENTAL INDENTURE (this “First Senior Secured 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 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 the Escrow Issuers have heretofore executed and delivered to the Trustee an indenture (the “Senior Secured Notes Indenture”) dated as of October 15,
2010, in respect of the issuance of an aggregate principal amount of $1,500,000,000 of 7.125% Senior Secured Notes due 2019 (the “Senior Secured Notes”);
WHEREAS the gross proceeds of the issuance 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 First Senior Secured Notes Supplemental Indenture, the proceeds of the issuance of the Senior Secured Notes will be released from the Escrow Account 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 First 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 cause the Escrow Issuers to be released from all obligations under the Senior Secured Notes and the Senior Secured Notes Indenture and (ii) the Senior Secured Note Guarantors are required to execute and deliver this First 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 authorized to execute and deliver this First 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 Escrow Issuers, Ultimate Issuers and the Senior Secured Note Guarantors mutually covenant and agree for the equal and ratable benefit of the Trustee and the Holders of the Senior Secured Notes as follows:
1.Agreement to Assume; Release. The Ultimate Issuers hereby assume 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. The Escrow Issuers are hereby released from all obligations under the Senior Secured Notes and the Senior Secured Notes Indenture, and for the avoidance of doubt this release does not extend to the Ultimate Issuers.
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2.Agreement to Guarantee. The Senior Secured Note Guarantors hereby agree jointly and severally with all other Senior Secured Note Guarantors, to 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 to be bound by all other applicable provisions of the Senior Secured Notes Indenture.
3.Ratification of Senior Secured Notes Indenture; First 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 II and the applicable Restricted Subsidiaries beginning as of the Issue Date as if the Ultimate Issuers, the Senior Secured 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 Secured Note Guarantors, 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, BP II or the applicable Restricted Subsidiaries, as applicable, under the Senior Secured Notes Indenture as of the date hereof. This First 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.
4.Governing Law.THIS FIRST SENIOR SECURED 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 Secured Notes Supplemental Indenture.
6.Duplicate Originals. The parties may sign any number of copies of this First 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 First 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
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Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this First 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 First Senior Secured 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 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.Successors and Assigns. All covenants and agreements of the Ultimate Issuers and the Senior Secured Note Guarantors in this First Senior Secured Notes Supplemental Indenture and the Senior Secured Notes shall bind their respective successors and assigns. All agreements of the Trustee in this First Senior Secured 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 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 First Senior Secured Notes Supplemental Indenture or the Senior Secured 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 Secured 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
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, Collateral Agent, Principal Paying Agent, Transfer Agent or Registrar:
The Bank of New York Mellon
101 Barclay Street 4-E
New York, NY 10286
101 Barclay Street 4-E
New York, NY 10286
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Attn: International Corporate Trust
Fax: (212) 815-5366
catherine.donohue@bnymellon.com
lesley.daley@bnymellon.com
Fax: (212) 815-5366
catherine.donohue@bnymellon.com
lesley.daley@bnymellon.com
and
if to the Additional Collateral Agent:
Wilmington Trust (London) Limited
6 Broad Street Place
London EC2M 7JH
Facsimile: +44 (0)20 7614 1122
Attention: Elaine Lockhart
6 Broad Street Place
London EC2M 7JH
Facsimile: +44 (0)20 7614 1122
Attention: Elaine Lockhart
13.Amendments and Modification. This First 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.
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IN WITNESS WHEREOF, the parties hereto have caused this First Senior Secured Notes Supplemental Indenture to be duly executed as of the date first above written.
REYNOLDS GROUP ISSUER INC. | ||||
By: | /s/ Helen Dorothy Golding | |||
Name: | Helen Dorothy Golding | |||
Title: | Secretary | |||
Executed in New York | ||||
REYNOLDS GROUP ISSUER LLC | ||||
By: | /s/ Helen Dorothy Golding | |||
Name: | Helen Dorothy Golding | |||
Title: | Secretary | |||
Executed in New York | ||||
REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A. | ||||
By: | /s/ Helen Dorothy Golding | |||
Name: | Helen Dorothy Golding | |||
Title: | Authorized Signatory | |||
Executed in New York |
Signature Page to
First Supplemental Indenture (Senior Secured Notes)
First Supplemental Indenture (Senior Secured 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.
/s/ Stefani Sanatar | ||||
Name: | Stefani Sanatar | |||
Sworn to before me this 12th day of November, 2010
Notary Public Printed Name: Stefani Sanatar My Commission Expires: May 14, 2011 | STEFANI SANATAR NOTARY PUBLIC, State of New York No. 01SA6165955 Qualified in Queens County Certificate Filed in New York County Commission Expires May 14, 2011 |
Signature Page to
First Supplemental Indenture (Senior Secured Notes)
First Supplemental Indenture (Senior Secured Notes)
RGHL US ESCROW I LLC | ||||
by | /s/ Cindi Lefari | |||
Name: | Cindi Lefari | |||
Title: | Assistant Secretary | |||
RGHL US ESCROW I INC. | ||||
by | /s/ Cindi Lefari | |||
Name: | Cindi Lefari | |||
Title: | Assistant Secretary | |||
RGHL ESCROW ISSUER (LUXEMBOURG) I S.A. | ||||
by | /s/ Cindi Lefari | |||
Name: | Cindi Lefari | |||
Title: | Authorized Signatory |
Signature Page to
First Supplemental Indenture (Senior Secured Notes)
First Supplemental Indenture (Senior Secured Notes)
EVERGREEN PACKAGING INC. | ||||
by | /s/ Helen Golding | |||
Name: | Helen Golding | |||
Title: | Secretary | |||
EVERGREEN PACKAGING INTERNATIONAL (US) INC. | ||||
by | /s/ Helen Golding | |||
Name: | Helen Golding | |||
Title: | Secretary | |||
EVERGREEN PACKAGING USA INC. | ||||
by | /s/ Helen Golding | |||
Name: | Helen Golding | |||
Title: | Secretary | |||
BLUE RIDGE HOLDING CORP. | ||||
by | /s/ Helen Golding | |||
Name: | Helen Golding | |||
Title: | Secretary | |||
BLUE RIDGE PAPER PRODUCTS INC. | ||||
by | /s/ Helen Golding | |||
Name: | Helen Golding | |||
Title: | Secretary | |||
BRPP, LLC By: BLUE RIDGE PAPER PRODUCTS INC., as Manager | ||||
by | /s/ Helen Golding | |||
Name: | Helen Golding | |||
Title: | Secretary |
Signature Page to
First Supplemental Indenture (Senior Secured Notes)
First Supplemental Indenture (Senior Secured Notes)
CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC. | ||||
by | /s/ Helen Golding | |||
Name: | Helen Golding | |||
Title: | Vice President & Secretary | |||
BAKERS CHOICE PRODUCTS, INC. | ||||
by | /s/ Helen Golding | |||
Name: | Helen Golding | |||
Title: | Assistant Secretary | |||
CLOSURE SYSTEMS INTERNATIONAL INC. | ||||
by | /s/ Helen Golding | |||
Name: | Helen Golding | |||
Title: | Assistant Secretary | |||
CLOSURE SYSTEMS MEXICO HOLDINGS LLC | ||||
by | /s/ Helen Golding | |||
Name: | Helen Golding | |||
Title: | Assistant Secretary | |||
CSI MEXICO LLC | ||||
by | /s/ Helen Golding | |||
Name: | Helen Golding | |||
Title: | Assistant Secretary | |||
CSI SALES & TECHNICAL SERVICES INC. | ||||
by | /s/ Helen Golding | |||
Name: | Helen Golding | |||
Title: | Assistant Secretary & Vice President |
Signature Page to
First Supplemental Indenture (Senior Secured Notes)
First Supplemental Indenture (Senior Secured Notes)
CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC. | ||||
by | /s/ Helen Golding | |||
Name: | Helen Golding | |||
Title: | Assistant Secretary | |||
SOUTHERN PLASTICS INC. | ||||
by | /s/ Helen Golding | |||
Name: | Helen Golding | |||
Title: | Assistant Secretary | |||
REYNOLDS SERVICES INC. | ||||
by | /s/ Helen Golding | |||
Name: | Helen Golding | |||
Title: | Secretary | |||
REYNOLDS GROUP HOLDINGS INC. | ||||
by | /s/ Helen Golding | |||
Name: | Helen Golding | |||
Title: | Secretary | |||
REYNOLDS PACKAGING MACHINERY INC. | ||||
by | /s/ Helen Golding | |||
Name: | Helen Golding | |||
Title: | Assistant Secretary | |||
REYNOLDS CONSUMER PRODUCTS, INC. | ||||
by | /s/ Helen Golding | |||
Name: | Helen Golding | |||
Title: | Assistant Secretary |
Signature Page to
First Supplemental Indenture (Senior Secured Notes)
First Supplemental Indenture (Senior Secured Notes)
REYNOLDS FOIL INC. | ||||
by | /s/ Helen Golding | |||
Name: | Helen Golding | |||
Title: | Assistant Secretary | |||
REYNOLDS ACQUISITION CORPORATION | ||||
by | /s/ Helen Golding | |||
Name: | Helen Golding | |||
Title: | Assistant Secretary | |||
REYNOLDS PACKAGING LLC | ||||
by | /s/ Cindi Lefari | |||
Name: | Cindi Lefari | |||
Title: | Assistant Secretary | |||
REYNOLDS PACKAGING INC. | ||||
by | /s/ Cindi Lefari | |||
Name: | Cindi Lefari | |||
Title: | Assistant Secretary | |||
SIG HOLDING USA, INC. | ||||
by | /s/ Cindi Lefari | |||
Name: | Cindi Lefari | |||
Title: | Assistant Secretary | |||
SIG COMBIBLOC INC. | ||||
by | /s/ Cindi Lefari | |||
Name: | Cindi Lefari | |||
Title: | Assistant Secretary |
Signature Page to
First Supplemental Indenture (Senior Secured Notes)
First Supplemental Indenture (Senior Secured Notes)
REYNOLDS PACKAGING KAMA INC. | ||||
by | /s/ Cindi Lefari | |||
Name: | Cindi Lefari | |||
Title: | Assistant Secretary | |||
REYNOLDS FOOD PACKAGING LLC | ||||
by | /s/ Cindi Lefari | |||
Name: | Cindi Lefari | |||
Title: | Assistant Secretary | |||
REYNOLDS FLEXIBLE PACKAGING INC. | ||||
by | /s/ Cindi Lefari | |||
Name: | Cindi Lefari | |||
Title: | Assistant Secretary | |||
ULTRA PAC, INC. | ||||
by | /s/ Cindi Lefari | |||
Name: | Cindi Lefari | |||
Title: | Assistant Secretary | |||
REYNOLDS CONSUMER PRODUCTS HOLDINGS INC. | ||||
by | /s/ Cindi Lefari | |||
Name: | Cindi Lefari | |||
Title: | Vice President and Assistant Treasurer | |||
SIG ALLCAP AG | ||||
by | /s/ Chiara Brophy | |||
Name: | CHIARA BROPHY | |||
Title: | Authorized Signatory |
Signature Page to
First Supplemental Indenture (Senior Secured Notes)
First Supplemental Indenture (Senior Secured Notes)
SIG COMBIBLOC GROUP AG | ||||
by | /s/ Chiara Brophy | |||
Name: | CHIARA BROPHY | |||
Title: | Authorized Signatory | |||
SIG COMBIBLOC PROCUREMENT AG | ||||
by | /s/ Chiara Brophy | |||
Name: | CHIARA BROPHY | |||
Title: | Authorized Signatory | |||
SIG COMBIBLOC (SCHWEIZ) AG | ||||
by | /s/ Chiara Brophy | |||
Name: | CHIARA BROPHY | |||
Title: | Authorized Signatory | |||
SIG REINAG AG | ||||
by | /s/ Chiara Brophy | |||
Name: | CHIARA BROPHY | |||
Title: | Authorized Signatory | |||
SIG SCHWEIZERISCHE INDUSTRIE- GESELLSCHAFT AG | ||||
by | /s/ Chiara Brophy | |||
Name: | CHIARA BROPHY | |||
Title: | Authorized Signatory | |||
SIG TECHNOLOGY AG | ||||
by | /s/ Chiara Brophy | |||
Name: | CHIARA BROPHY | |||
Title: | Authorized Signatory |
Signature Page to
First Supplemental Indenture (Senior Secured Notes)
First Supplemental Indenture (Senior Secured Notes)
EVERGREEN PACKAGING (LUXEMBOURG) S.À.R.L. | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorized Signatory | |||
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A. | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorized Signatory | |||
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À.R.L. | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorized Signatory | |||
CLOSURE SYSTEMS INTERNATIONAL (LUXEMBOURG) S.À.R.L. | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorized Signatory | |||
REYNOLDS CONSUMER PRODUCTS (LUXEMBOURG) S.À.R.L. | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorized Signatory |
Signature Page to
First Supplemental Indenture (Senior Secured Notes)
First Supplemental Indenture (Senior Secured Notes)
SIG FINANCE (LUXEMBOURG) S.À.R.L., in liquidation | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorized Signatory |
Signature Page to
First Supplemental Indenture (Senior Secured Notes)
First Supplemental Indenture (Senior Secured Notes)
CLOSURE SYSTEMS INTERNATIONAL B.V. | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorized Signatory | |||
REYNOLDS CONSUMER PRODUCTS INTERNATIONAL B.V. | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorized Signatory | |||
EVERGREEN PACKAGING INTERNATIONAL B.V. | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorized Signatory | |||
REYNOLDS PACKAGING INTERNATIONAL B.V. | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorized Signatory | |||
CLOSURE SYSTEMS INTERNATIONAL (CANADA) LIMITED | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorized Signatory | |||
REYNOLDS FOOD PACKAGING CANADA INC. | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorized Signatory |
Signature Page to
First Supplemental Indenture (Senior Secured Notes)
First Supplemental Indenture (Senior Secured Notes)
EVERGREEN PACKAGING CANADA LIMITED | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorized Signatory | |||
EVERGREEN PACKAGING (HONG KONG) LIMITED | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorized Signatory | |||
CLOSURE SYSTEMS INTERNATIONAL (HONG KONG) LIMITED | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorized Signatory | |||
SIG COMBIBLOC LIMITED | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorized Signatory | |||
CSI LATIN AMERCAN HOLDINGS CORPORATION | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorized Signatory | |||
CSI CLOSURE SYSTEMS MANUFACTURING DE CENTRO AMERICA, S.R.L. | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Attorney-in-Fact |
Signature Page to
First Supplemental Indenture (Senior Secured Notes)
First Supplemental Indenture (Senior Secured Notes)
CLOSURE SYSTEMS INTERNATIONAL DEUTSCHLAND GMBH | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorised Signatory | |||
CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (GERMANY) GMBH | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorised Signatory | |||
SIG BEVERAGES GERMANY GMBH | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorised Signatory | |||
SIG COMBIBLOC GMBH | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorised Signatory | |||
SIG COMBIBLOC HOLDING GMBH | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorised Signatory | |||
SIG COMBIBLOC SYSTEMS GMBH | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorised Signatory |
Signature Page to
First Supplemental Indenture (Senior Secured Notes)
First Supplemental Indenture (Senior Secured Notes)
SIG COMBIBLOC ZERSPANUNGSTECHNIK GMBH | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorised Signatory | |||
SIG INTERNATIONAL SERVICES GMBH | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorised Signatory | |||
SIG INFORMATION TECHNOLOGY GMBH | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorised Signatory | |||
SIG VIETNAM BETEILIGUNGS GMBH | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorised 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/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorised 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 |
Signature Page to
First Supplemental Indenture (Senior Secured Notes)
First Supplemental Indenture (Senior Secured Notes)
CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (JAPAN) KK | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Attorney | |||
CLOSURE SYSTEMS INTERNATIONAL JAPAN, LIMITED | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Attorney | |||
CLOSURE SYSTEMS INTERNATIONAL HOLDINGS (HUNGARY) KFT. | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorized Signatory | |||
CSI HUNGARY KFT. | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorized Signatory |
Signature Page to
First Supplemental Indenture (Senior Secured Notes)
First Supplemental Indenture (Senior Secured Notes)
BIENES INDUSTRIALES DEL NORTE, S.A. DE C.V. | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorized Signatory | |||
CSI EN ENSENADA, S. DE R.L. DE C.V. | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorized Signatory | |||
CSI EN SALTILLO, S. DE R.L. DE C.V. | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorized Signatory | |||
CSI TECNISERVICIO, S. DE R.L. DE C.V. | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorized Signatory | |||
GRUPO CSI DE MEXICO, S. DE R.L. DE C.V. | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorized Signatory | |||
TÉCNICOS DE TAPAS INNOVATIVAS, S.A. DE C.V. | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorized Signatory |
Signature Page to
First Supplemental Indenture (Senior Secured Notes)
First Supplemental Indenture (Senior Secured Notes)
EVERGREEN PACKAGING MEXICO, S. DE R.L. DE C.V. | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorized Signatory | |||
MAXPACK, S. DE R.L. DE C.V. | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorized Signatory | |||
REYNOLDS METALS COMPANY DE MEXICO, S. DE R.L. DE C.V. | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorized Signatory | |||
REYNOLDS GROUP HOLDINGS LIMITED | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorized Signatory | |||
Witnessed by: | ||||
/s/ Karen Mower | ||||
Name: | KAREN MOWER | |||
Title: | Lawyer | |||
Address: Sydney, Australia | ||||
WHAKATANE MILL LIMITED | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Authorized Signatory |
Signature Page to
First Supplemental Indenture (Senior Secured Notes)
First Supplemental Indenture (Senior Secured Notes)
Witnessed by: | ||||
/s/ Karen Mower | ||||
Name: | KAREN MOWER | |||
Title: | Lawyer | |||
Address: Sydney, Australia | ||||
CLOSURE SYSTEMS INTERNATIONAL (UK) LIMITED | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Attorney | |||
REYNOLDS CONSUMER PRODUCTS (UK) LIMITED | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Attorney | |||
REYNOLDS SUBCO (UK) LIMITED | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Attorney | |||
SIG HOLDINGS (UK) LIMITED | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Attorney | |||
SIG COMBIBLOC LIMITED | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Attorney |
Signature Page to
First Supplemental Indenture (Senior Secured Notes)
First Supplemental Indenture (Senior Secured Notes)
IVEX HOLDINGS, LTD. | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Attorney | |||
KAMA EUROPE LIMITED | ||||
by | /s/ Pru Wyllie | |||
Name: | PRU WYLLIE | |||
Title: | Attorney | |||
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 Secured Notes)
First Supplemental Indenture (Senior Secured Notes)
SIG ASSET HOLDINGS LIMITED | ||||
by | /s/ Chiara Brophy | |||
Name: | CHIARA BROPHY | |||
Title: | Authorized Signatory | |||
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/ Karen Mower | /s/ Pru Wyllie |
Karen Mower | PRU WYLLIE |
Signature Page to
First Supplemental Indenture (Senior Secured Notes)
First Supplemental Indenture (Senior Secured Notes)
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 | |||
EXECUTED IN NEW YORK Address: The Bank of New York Mellon 101 Barclay Street, 4B New York, New York 10286 | ||||
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.
/s/ Marc Williams | ||||
Name: | ||||
Sworn to before me this 10th day of November , 2010
Notary Public Printed Name: Marc Williams My Commission Expires: | MARC WILLIAMS NOTARY PUBLIC, State of New York No. 02WI6224129 Qualified in New York County Commission Expires June 28, 2014 | |
June 28, 2014 |
Signature Page to
First Supplemental Indenture (Senior Secured Notes)
First Supplemental Indenture (Senior Secured Notes)
WILMINGTON TRUST (LONDON) LIMITED, AS ADDITIONAL COLLATERAL AGENT | ||||
by | /s/ Elaine Lockhart | |||
Name: | ELAINE LOCKHART | |||
Title: | Relationship Manager |
Signature Page to
First Supplemental Indenture (Senior Secured Notes)
First Supplemental Indenture (Senior Secured Notes)