Closure Systems International B.V. F4 Registration of securities | SEC 3 Nov 11

Exhibit 10.1

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 email communication which refers to this document in Austria or sending any email communication to which a PDF scan of this document is attached to an Austrian addressee or sending any email 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 email communication which refers to this document in Austria or sending any email communication to which a PDF scan of this document is attached to an Austrian addressee or sending any email communication carrying an electronic or digital signature which refers to this document to an Austrian addressee.

AMENDMENT NO. 6 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT dated as of August 9, 2011 (this “Amendment and Assumption Agreement”), related to the Amended and Restated Credit Agreement dated as of February 9, 2011 (as amended, supplemented or modified prior to the date hereof, the “Credit Agreement”; and as amended by this Amendment and Assumption Agreement, the “Second Amended and Restated Credit Agreement”), by and among Reynolds Group Holdings Inc. (“RGHI”), Pactiv Corporation, Reynolds Consumer Products Holdings Inc., Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Reynolds Group Holdings Limited (“Holdings”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Credit Suisse AG, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

A. Holdings has entered into the Agreement and Plan of Merger dated as of June 17, 2011 (as amended prior to the date hereof, the “Merger Agreement”), by and among Holdings, Bucephalas Acquisition Corp. (“Merger Sub”) and Graham Packaging Company Inc. (“GPCI”), pursuant to which Merger Sub intends to merge (the “Merger”; the date of the Merger being referred to herein as the “Closing Date”) with and into GPCI, with GPCI surviving as a wholly owned subsidiary of RGHI, and with the existing stockholders of GPCI (subject to stockholder dissent rights) receiving an amount of $25.50 per share in cash (the “Merger Consideration”).

B. In connection with the Merger, (i) on or prior to the Closing Date, one or more subsidiaries of Holdings (each, an “Issuing Subsidiary”) may issue secured notes (the “New Senior Secured Notes”) in an aggregate principal amount of up to $1,500,000,000 and unsecured notes (the “New Senior Unsecured Notes” and, together with the New Senior Secured Notes, the “New Senior Notes”) in an aggregate principal amount of up to $1,000,000,000, in each case in a Rule 144A or other private placement

and pursuant to one or more indentures or indenture supplements, (ii) (a) to the extent the Issuing Subsidiaries are not able to issue the full amount of the New Senior Secured Notes, one or more subsidiaries of Holdings (each a “Bridge Loan Borrower”) may incur secured bridge loans (the “Secured Bridge Loans”) under a new senior secured increasing rate bridge facility (the “Secured Bridge Facility”) in an aggregate principal amount that, together with the New Senior Secured Notes incurred by the Issuing Subsidiaries, does not exceed $1,500,000,000 and (b) to the extent the Issuing Subsidiaries are not able to issue the full amount of the New Senior Unsecured Notes, one or more Bridge Loan Borrowers may incur unsecured bridge loans (the “Unsecured Bridge Loans” and, together with the Secured Bridge Loans, the “Bridge Loans”) under a new senior unsecured increasing rate bridge facility (the “Unsecured Bridge Facility”) in an aggregate principal amount that, together with the New Senior Unsecured Notes incurred by the Issuing Subsidiaries, does not exceed $1,000,000,000, (iii) the U.S. Term Borrowers shall borrow the Tranche C Term Loans (as defined below) and (iv) certain existing indebtedness of Holdings and its subsidiaries (including GPCI) will be repaid, prepaid, repurchased, redeemed or otherwise retired, including with the proceeds of Graham Packaging Secured Intercompany Loans (the Merger, the other transactions described in this paragraph and the payment of related fees and expenses and other related transaction costs agreed to by the Administrative Agent are referred to collectively herein as the “Transactions”).

C. In connection with the Transactions, Holdings and the U.S. Term Borrowers have requested that the persons set forth on Schedule 1 (together with their permitted successors and assigns, the “Tranche C Term Lenders”) commit to make Incremental Term Loans (the “Tranche C Term Loans”) in an aggregate principal amount of $2,000,000,000, which Tranche C Term Loans shall be made (A) on the Closing Date, to the U.S. Term Borrowers, or (B) prior to the Closing Date, to an Escrow Subsidiary pursuant to the Escrow Arrangement (as defined in Schedule 4), in each case pursuant to Section 2.23 of the Second Amended and Restated Credit Agreement. The proceeds of the Tranche C Term Loans will be used solely to finance, in part, the Transactions.

D. In connection with the Transactions, Holdings and the Borrowers have further requested that the Required Lenders (as defined in the Credit Agreement) agree to the amendments to the Credit Agreement provided for herein and to the terms of the Tranche C Term Loans provided for herein and in the Second Amended and Restated Credit Agreement (it being understood that any notice requirement in connection with the request for such amendments shall be deemed satisfied by the execution and delivery of this Amendment and Assumption Agreement by the parties hereto).

E. (i) The Tranche C Term Lenders are willing to make the Tranche C Term Loans to the U.S. Term Borrowers on the Closing Date or, pursuant to the Escrow Arrangement, to an Escrow Subsidiary prior to the Closing Date, and (ii) the Tranche C Term Lenders and the Required Lenders are willing to agree to the amendments to the Credit Agreement provided for herein, in each case on the terms set forth herein and in the Second Amended and Restated Credit Agreement and subject to the conditions set forth herein.

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.Defined Terms; Interpretation; Etc.The rules of construction set forth in Section 1.02 of the Second Amended and Restated Credit Agreement shall applymutatis mutandisto this Amendment and Assumption Agreement. This Amendment and Assumption Agreement shall be a “Loan Document” and, to the extent it relates to the making of Incremental Term Loans, an “Incremental Assumption Agreement”, for all purposes of the Second Amended and Restated Credit Agreement and the other Loan Documents. Capitalized terms used but not defined herein have the meanings assigned thereto in the Second Amended and Restated Credit Agreement.

SECTION 2.Amendments to Credit Agreement.Effective as of the Amendment Effective Date (as defined below), the Credit Agreement is hereby amended and restated in its entirety to be in the form of Annex A hereto.

SECTION 3.Incremental Term Loans.(a) Each Tranche C Term Lender agrees, severally and not jointly, to make, on or, pursuant to the Escrow Arrangement, prior to the Closing Date, a Tranche C Term Loan to the U.S. Term Borrowers or an Escrow Subsidiary, as the case may be, in each case in Dollars and in a principal amount not to exceed the amount set forth next to such Tranche C Term Lender’s name on Schedule 1 or in the Assignment and Acceptance pursuant to which such Tranche C Term Lender assumed its Tranche C Term Loan Commitment, as applicable, as the same may be (A) reduced from time to time pursuant to Section 2.09 of the Second Amended and Restated Credit Agreement and (B) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04 of the Second Amended and Restated Credit Agreement (the “Tranche C Term Loan Commitments”). The Tranche C Term Loan Commitments and the Tranche C Term Loans shall have the terms set forth herein and such other terms applicable to the “Tranche C Term Loans” as defined in the Second Amended and Restated Credit Agreement. For convenience of reference, the U.S. Term Loans (as defined in the Credit Agreement) outstanding immediately prior to the Amendment Effective Date shall, on the Amendment Effective Date, be redesignated as “Tranche B Term Loans” and shall have the terms provided for “Tranche B Term Loans” under the Second Amended and Restated Credit Agreement.

(b) The Tranche C Term Loan Commitment of each Tranche C Term Lender shall automatically terminate upon the earliest to occur of (i) the making of the Tranche C Term Loan by such Tranche C Term Lender on or, pursuant to the Escrow Arrangement, prior to the Closing Date, (ii) the termination or expiration of the Merger Agreement and (iii) 5:00 p.m., New York City time, March 20, 2012.

(c) The proceeds of the Tranche C Term Loans are to be used by the U.S. Term Borrowers solely for the purposes set forth in Recital C of this Amendment and Assumption Agreement.

(d) Notwithstanding anything to the contrary contained herein, until the Closing Date, the only Loan Parties obligated with respect to the Tranche C Term Loan Commitments and Tranche C Term Loans shall be Holdings and the U.S. Term Borrowers.

SECTION 4.Conditions Precedent to Borrowing of Tranche C Term Loans and Release of Escrow Funds.The obligations of the Tranche C Term Lenders to make the Tranche C Term Loans hereunder on the Closing Date or, if the Tranche C Term Loans hereunder are made prior to the Closing Date pursuant to Section 7, the release of the cash proceeds of the Tranche C Term Loans from escrow, shall be subject to the satisfaction (or waiver by the Administrative Agent;providedthat the Administrative Agent shall not waive the condition in the first sentence of paragraph (f) or paragraph (h) without the consent of the Tranche C Term Lenders) of the following conditions precedent:

(a) With respect to the making of the Tranche C Term Loans on the Closing Date, the Administrative Agent shall have received a Borrowing Request with respect to the Tranche C Term Loans pursuant to Section 2.03 of the Second Amended and Restated Credit Agreement;providedthat notwithstanding Section 2.03 of the Second Amended and Restated Credit Agreement, such Borrowing Request may be conditioned on the occurrence of the Closing Date and revoked if the Closing Date does not occur on the requested date of the Borrowing;provided further,howeverthat any such revocation of such Borrowing Request shall be deemed to be a “Breakage Event” under Section 2.16 of the Second Amended and Restated Credit Agreement if the Borrowing requested to have been made on such date was a Eurocurrency Borrowing.

(b) Subject to the Agreed Security Principles and, in the case of the Limited Loan Parties, the limitations set forth in Schedule 2, the Administrative Agent shall have received legal opinions, corporate authorizations and closing certificates (similar in type to those certificates described in clauses (i), (ii), (iii) and (iv) of Section 4.02(c) of the Original Credit Agreement) reasonably requested by the Administrative Agent (it being understood that the documentation required to be delivered shall be no more onerous to Holdings and the Subsidiaries than the documentation required to be delivered on the Amendment No. 4 Effective Date).

(c) The representations and warranties set forth in the Second Amended and Restated Credit Agreement that are Target-Related Representations or Specified Representations shall, in each case, be true and correct in all material respects (and in all respects, if qualified by materiality). “Target-Related Representations” means such of the representations made by GPCI in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that Holdings or Merger Sub has the right to terminate its obligations under the Merger Agreement or decline to consummate the transaction described therein as a result of the breach of such representations. “Specified Representations” means (with respect to the Limited Loan Parties, subject to the limitations set forth in Schedule 2) the representations and warranties set forth in Sections 3.01(a) (to the

extent relating to corporate existence), 3.01(d) (as to execution, delivery and performance of the Loan Documents), 3.02(b) (other than clause (ii)(B) thereof), 3.03, 3.11, 3.12, 3.22 and 3.23 of the Second Amended and Restated Credit Agreement.

(d) All principal, interest and other amounts due or outstanding under the Graham Packaging Credit Agreement shall have been, or substantially contemporaneously with the borrowing of the Tranche C Term Loans (or, if the Tranche C Term Loans hereunder are made prior to the Closing Date pursuant to Section 7, the release of the cash proceeds of the Tranche C Term Loans from escrow) will be, paid in full, the commitments (if any) thereunder terminated, and all guarantees thereof and security therefor released and discharged, and the Administrative Agent shall have received reasonably satisfactory evidence of the same, and either (i) if Graham Packaging Holdings Company (“Graham Packaging”) is to be a Designated Excluded Subsidiary on the Closing Date, RGHI shall, with Graham Packaging (or any successor entity) and the other parties to the Graham Packaging Credit Agreement, have entered into the Graham Packaging Secured Intercompany Loan Documents to which they are expected to be parties, and all of the Equity Interests of Graham Packaging and the promissory notes evidencing the Graham Packaging Secured Intercompany Loan shall have been pledged and delivered to the Collateral Agents for the ratable benefit of the Secured Parties, or (ii) if Graham Packaging is not to be a Designated Excluded Subsidiary on the Closing Date, Holdings and its Subsidiaries shall have complied with the applicable provisions of Section 5.12 of the Second Amended and Restated Credit Agreement with respect to Graham Packaging and its subsidiaries;providedthat, with respect to each of clause (i) and clause (ii) above, if, notwithstanding the use by Holdings of commercially reasonable efforts to do so, the requirements of such clauses (other than the grant and perfection of security interests in assets located in any state of the United States or the District of Columbia with respect to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code or the delivery of a certificated security and promissory notes evidencing the Graham Packaging Secured Intercompany Loan) are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the availability or release of the Tranche C Term Loans on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within a period reasonably satisfactory to the Administrative Agent).

(e) The Collateral Agents and each Loan Party that is not a Limited Loan Party shall have executed and delivered to the Administrative Agent a reaffirmation agreement (the “Reaffirmation Agreement”), substantially in the form of Annex B hereto, and other amendments, supplements and confirmations of existing Loan Documents reasonably requested by the Administrative Agent (it being understood that the documentation required to be delivered shall, in any event, be no more onerous to Holdings and the Subsidiaries than the documentation required to be delivered on the Amendment No. 4 Effective Date), in each case subject to the Agreed Security Principles and, with respect to the Limited Loan Parties, the limitations, qualifications and other provisions set forth

in Schedule 2, any modifications necessary to reflect the Transactions and such other modifications that are reasonably satisfactory to Holdings and the Administrative Agent.

(f) The Merger shall be consummated substantially simultaneously with the borrowing or release of the proceeds of the Tranche C Term Loans on the terms described in the Merger Agreement. No provision of the Merger Agreement shall have been amended, modified or waived in any manner adverse to the interests of the Tranche C Term Lenders in any material respect nor shall any consent have been granted that is adverse to the interests of the Tranche C Term Lenders in any material respect by Holdings or Merger Sub thereunder, in each case without the prior written consent of the Administrative Agent (it being agreed that any reduction in the purchase price shall not be deemed to be adverse to the interests of the Tranche C Term Lenders in any material respect).

(g) The Issuing Subsidiaries and/or the Bridge Loan Borrowers shall or will substantially simultaneously with the initial funding of the Tranche C Term Loans on the Closing Date or the release of the cash proceeds of the Tranche C Term Loans from escrow, have received the proceeds from the issuance of New Senior Notes and/or borrowings of Bridge Loans or from the issuance of common equity and/or, to the extent the terms thereof are reasonably satisfactory to the Administrative Agent, preferred equity that replaces all or a portion of such New Senior Notes or Bridge Loans in amounts sufficient to consummate the Transactions.

(h) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including any Unused Fees (as defined below) and, to the extent invoiced by the Administrative Agent at least two Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document on or prior to the Closing Date.

(i) The Administrative Agent shall have received, prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.

SECTION 5.Representations and Warranties.To induce the other parties hereto to enter into this Amendment and Assumption Agreement, each Loan Party party hereto represents and warrants to the Administrative Agent and each of the Lenders (including the Tranche C Term Lenders), with respect to itself, that, as of the Amendment Effective Date, this Amendment and Assumption Agreement has been duly authorized, executed and delivered by such Loan Party, and, subject to the Legal Reservations and, solely with respect to the Limited Loan Parties, the limitations and qualifications set forth in Schedule 2, constitutes a legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms. The Second Amended and Restated Credit Agreement, subject to the Legal Reservations and,

solely with respect to the Limited Loan Parties, the limitations and qualifications set forth in Schedule 2, constitutes a legal, valid and binding obligation of each Loan Party party thereto enforceable against such Loan Party in accordance with its terms.

SECTION 6.Effectiveness. Notwithstanding anything to the contrary in Section 2.23(c) of the Credit Agreement, this Amendment and Assumption Agreement shall become effective as of the date (the “Amendment Effective Date”) that the following conditions have been satisfied, which date is August 9, 2011:

(a) The Administrative Agent shall have received counterparts of this Amendment and Assumption Agreement that, when taken together, bear the signatures of (i) each Loan Party, (ii) the Administrative Agent, (iii) the Required Lenders and (iv) each Tranche C Term Lender.

(b) Subject to the limitations set forth in Schedule 2, on the Amendment Effective Date, each of the conditions set forth in paragraphs (b) and (c) of Section 4.01 of the Second Amended and Restated Credit Agreement shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of Holdings.

(c) The Administrative Agent shall have received (i) a favorable written opinion of Debevoise & Plimpton LLP, counsel for Holdings and the U.S. Term Borrowers and of New Zealand counsel for the Administrative Agent, in each case covering such matters relating to this Amendment and Assumption Agreement as the Administrative Agent shall reasonably request, and (ii) corporate authorizations with respect to all Loan Parties, subject to the limitations and qualifications set forth in Schedule 2 solely in the case of Limited Loan Parties and (iii) other certificates and documentation with respect to Holdings and the U.S. Term Borrowers relating to this Amendment and Assumption Agreement as shall be reasonably requested by the Administrative Agent. Holdings and the U.S. Term Borrowers request such counsel to deliver such opinion.

(d) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Amendment Effective Date, including the Amendment Fees (as defined below) and, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by Holdings or the U.S. Term Borrowers hereunder or the other Borrowers under any other Loan Document.

SECTION 7.Conditions Precedent to Escrow Funding.The obligations of the Tranche C Term Lenders to make the Tranche C Term Loans hereunder prior to the Closing Date (the date of such funding, the “Escrow Term Loan Funding Date”) shall be subject to the satisfaction of the following conditions precedent:

(a) The Administrative Agent shall have received an irrevocable Borrowing Request with respect to the Tranche C Term Loans pursuant to Section 2.03 of the Second Amended and Restated Credit Agreement.

(b) Holdings or any Subsidiary shall have provided sufficient funds to be held subject to the Escrow Arrangement to pay accrued interest, accreted original issue discount, premiums, fees and expenses that will be required to be paid in connection with the Tranche C Term Loans from the Escrow Term Loan Funding Date to March 20, 2012, and the Administrative Agent shall have received reasonably satisfactory evidence thereof.

(c) The Escrow Arrangement with respect to the proceeds of the Tranche C Term Loans shall have become effective in accordance with Schedule 4.

(d) The Administrative Agent shall have received such other opinions, corporate authorizations and certificates as set forth in Schedule 4.

(e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Escrow Term Loan Funding Date, including any Unused Fees and, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by Holdings or the U.S. Term Borrowers hereunder (including pursuant to the Escrow Arrangement) or under any other Loan Document on or prior to the Escrow Term Loan Funding Date.

SECTION 8.Effect of this Amendment. The Second Amended and Restated Credit Agreement shall, except as otherwise expressly set forth herein or therein, supersede the Credit Agreement from and after the Amendment Effective Date. Except as expressly set forth herein or in the Second Amended and Restated Credit Agreement, neither this Amendment and Assumption Agreement, nor the Second Amended and Restated Credit Agreement, shall by implication or otherwise, limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or the Collateral Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. None of (i) this Amendment and Assumption Agreement, (ii) the Second Amended and Restated Credit Agreement or (iii) any other Loan Document executed and delivered in connection herewith shall constitute a novation, payment and reborrowing or complete or partial termination of the Bank Obligations under the Credit Agreement and the other Loan Documents as in effect prior to the Closing Date. Subject to the limitations set forth in Schedule 2, the Liens and security interests in favor of the Collateral Agents for the benefit of the Secured Parties securing payment of the Bank Obligations under the Credit Agreement are in all respects continuing and in full force and effect with respect to all Bank Obligations. After the date hereof, any reference in any Loan Document to the Credit Agreement shall be deemed to refer without further amendment to the Second Amended and Restated Credit Agreement.

SECTION 9.Consent. Each Loan Party (solely, in the case of the Limited Loan Parties, subject to the limitations set forth in Schedule 2) and each Consenting Lender (as defined below) hereby consents to this Amendment and Assumption Agreement and the transactions contemplated hereby (including the consummation of the Transactions as described herein).

SECTION 10.Post-Effective Matters. Within the time periods set forth in Schedule 3 or such later date as may be agreed by the Administrative Agent in its sole discretion, the Loan Parties identified on Schedule 3 shall enter into, subject to the Agreed Security Principles, all agreements and do all things required to be entered into and done by them as set forth in Schedule 3, with each such required agreement to be in form and substance reasonably satisfactory to the Administrative Agent.

SECTION 11.Notices. All notices hereunder shall be given in accordance with the provisions of Section 9.01 of the Second Amended and Restated Credit Agreement.

SECTION 12.Amendment Fees. In consideration of the agreements of the existing Lenders contained in this Amendment and Assumption Agreement, Holdings and the U.S. Term Borrowers agree to pay to the Administrative Agent, for the account of each existing Lender (each, a “Consenting Lender”) that unconditionally and irrevocably delivers an executed counterpart of this Amendment and Assumption Agreement at or prior to 5:00 p.m., New York time, on July 25, 2011, an amendment fee (the “Amendment Fee”) in an amount equal to 0.05% of the sum of such Lender’s Term Loans and Revolving Credit Commitment (whether used or unused) at such time, payable on the Amendment Effective Date. The Amendment Fee shall be payable in Dollars, with respect to Term Loans and Revolving Credit Commitments denominated in Dollars, and Euro, with respect to Term Loans and Revolving Credit Commitments denominated in Euro.

SECTION 13.Unused Fees. The U.S. Term Borrowers agree to pay to each Tranche C Term Loan Lender (other than any Defaulting Lender), through the Administrative Agent, an unused fee (the “Unused Fee”), equal to 5.25% per annum of the aggregate principal amount of the Tranche C Term Loan Commitment of such Tranche C Term Loan Lender, beginning to accrue upon the Amendment Effective Date, up to but excluding the earlier of (i) the day the Tranche C Term Loans are funded (whether into escrow or otherwise) and (ii) the day the Tranche C Term Loan Commitments are terminated (such earlier date, the “Unused Fee Termination Date”), payable quarterly in arrears on the last Business Day of March, June, September and December of each year (starting with the last Business Day of September 2011), with the balance payable on the Unused Fee Termination Date. The Unused Fee shall be calculated on the basis of the actual number of days elapsed in a 360-day year.

SECTION 14.Upfront Fees. The U.S. Term Borrowers agree to pay on the Amendment Effective Date to each Tranche C Term Loan Lender, through the Administrative Agent, an upfront fee (the “Upfront Fee”), equal to 1% of the aggregate principal amount of the Tranche C Term Loan Commitment of such Tranche C Lender on such date. The Upfront Fee shall be fully earned and due and payable on the Amendment Effective Date whether or not any Tranche C Term Loans are made.

SECTION 15.Counterparts. This Amendment and Assumption Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart of a signature page of this Amendment and Assumption Agreement by facsimile or electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.

SECTION 16.Applicable Law. THIS AMENDMENT AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 17.WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT AND ASSUMPTION AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND ASSUMPTION AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 17.

SECTION 18.Jurisdiction; Consent to Service of Process. (a) Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York state court or Federal court of the United States of America sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment and Assumption Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court;providedthat solely for the purpose of enforcement of the rights of the Administrative Agent, any Collateral Agent and any Lender under this Amendment and Assumption Agreement in Austria, each Loan Party hereby irrevocably and unconditionally also submits, for itself and its property to the jurisdiction of the courts of England. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Amendment and Assumption Agreement shall affect any right that the Administrative Agent, the Collateral Agents or any Lender may otherwise have to bring any action or proceeding relating to this Amendment and Assumption Agreement against any Borrower, Holdings or their respective properties in the courts of any jurisdiction.

(b) Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Amendment and Assumption Agreement in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party to this Amendment and Assumption Agreement irrevocably, to the extent permitted under applicable law, consents to service of process in the manner provided for notices in Section 9.01 of the Second Amended and Restated Credit Agreement. Nothing in this Amendment and Assumption Agreement will affect the right of any party to this Amendment and Assumption Agreement to serve process in any other manner permitted by law.

(d) Each Loan Party hereby irrevocably designates and appoints RGHI as its authorized agent upon which process may be served in any action, suit or proceeding arising out of or relating to this Amendment and Assumption Agreement that may be instituted by the Administrative Agent, any Collateral Agent or any Lender in any Federal or state court in the State of New York. Each Loan Party hereby agrees that service of any process, summons, notice or document by U.S. registered mail addressed to RGHI, with written notice of said service to such Loan Party at the address set forth in Section 9.01 of the Second Amended and Restated Credit Agreement shall be effective service of process for any action, suit or proceeding brought in any such court.

SECTION 19.Headings. The headings of this Amendment and Assumption Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

SECTION 20.Amendment. Neither this Amendment and Assumption Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Holdings, the other Loan Parties, the Administrative Agent and Tranche C Term Lenders having Tranche C Term Loan Commitments representing more than 50% of the sum of all unused Tranche C Term Loan Commitments at such time;providedthat the Tranche C Term Loan Commitments of any Defaulting Lender shall be disregarded in such determination at any time, andprovided,further, that (a) no such agreement shall (i) increase or extend the Tranche C Term Loan Commitment of any Tranche C Term Lender without the prior written consent of such Lender, (ii) decrease or extend the date for payment of any Unused Fee of any Tranche C Term Lender without the prior written consent of such Tranche C Term Lender, or (iii) amend Section 4(f), 4(h) or 7 without the prior written consent of each Tranche C Term Lender and (b) other than as expressly provided below with respect to amendments that may be necessary to implement the Escrow Arrangement, no such agreement shall amend, modify or waive Annex A, which shall instead be subject to Section 9.08 of the Second Amended and Restated Credit Agreement. Notwithstanding the foregoing, (i) Schedules 2 and 3 may be amended or

supplemented by Holdings with the prior written consent of the Administrative Agent, such consent not to be unreasonably withheld, and (ii) effective as of immediately prior to the Escrow Term Loan Funding Date, the Second Amended and Restated Credit Agreement and any other Loan Document shall be further amended, if necessary, pursuant to documentation reasonably satisfactory to Holdings, the Borrowers and the Administrative Agent and without any further action by any Lender, to effect the changes contemplated in Schedule 4 in order to permit the funding of the Tranche C Term Loans prior to the Closing Date in escrow pursuant to the Escrow Arrangement;providedthat the conditions to release of such Tranche C Term Loans shall be as set forth in Section 4.

SECTION 21.Austrian Stamp Duty, Etc.The parties hereto agree that the provisions of Sections 9.19 (Place of Performance) and 9.20 (Austria Stamp Duty) of the Credit Agreement and the provisions of Sections 5.15 (Place of Performance) and 5.16 (Austrian Stamp Duty) of the First Lien Intercreditor Agreement shall apply to this Amendment and Assumption Agreement as if incorporated hereinmutatis mutandis.

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EXECUTION VERSION

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


REYNOLDS GROUP HOLDINGS INC.
By	/s/ Helen Dorothy Golding
	Name:	Helen Dorothy Golding
	Title:	Secretary