Contract
EXECUTION VERSION
TWENTY-EIGHTH SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior Secured Notes Supplemental Indenture”) dated as of June 30, 2017 among ▇▇▇▇▇▇▇▇ GROUP ISSUER LLC, a Delaware limited liability company (the “US Issuer I”), ▇▇▇▇▇▇▇▇ GROUP ISSUER INC., a Delaware corporation (the “US Issuer II”), ▇▇▇▇▇▇▇▇ GROUP ISSUER (LUXEMBOURG) S.A., a Luxembourg société anonyme (a public limited liability company) having its registered office at 6C, rue ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 148957 (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Issuers”), BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a Luxembourg société anonyme (a public limited liability company) having its registered office at 6C, rue ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 128592 (“BP I”), THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”), principal paying agent, transfer agent, registrar and collateral agent (the “Original Collateral Agent”) and WILMINGTON TRUST (LONDON) LIMITED, as additional collateral agent (the “Additional Collateral Agent”), to the indenture dated as of February 1, 2011, as amended or supplemented (the “Senior Secured Notes Indenture”), in respect of the issuance of an original aggregate principal amount of $1,000,000,000 of 6.875% Senior Secured Notes due 2021 (the “Senior Secured Notes”).
W I T N E S S E T H :
WHEREAS, on or prior to the date hereof, all of the equity interests in Beverage Packaging Holdings (Luxembourg) II S.A. (“BP II”) have been sold by ▇▇▇▇▇▇▇▇ Group Holdings Limited to BP I;
WHEREAS it is intended that BP II shall be liquidated;
WHEREAS Section 5.01(a) of the Senior Secured Notes Indenture sets forth certain conditions to, among other things, the winding up by BP II into any other Person;
WHEREAS pursuant to Section 9.01(a)(iii) of the Senior Secured Notes Indenture, the Trustee, the Original Collateral Agent, the Additional Collateral Agent, BP I and the Issuers are authorized to execute and deliver this Senior Secured Notes Supplemental Indenture in order to comply with Article V of the Senior Secured Notes 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 parties hereto agree as follows:
i.Assumption of Obligations. Pursuant to Section 5.01(a)(ii) of the Senior Secured Notes Indenture, BP I hereby assumes all the obligations of BP II under the Senior Secured Notes Indenture, the Senior Secured Note Guarantee, the First Lien Intercreditor Agreement and the applicable Security Documents.
ii.Confirmation of Guarantee. Pursuant to Section 5.01(a)(v), each of the Issuers and each Senior Secured Note Guarantor hereby confirms that its obligations under the Senior Secured Notes Indenture, the Senior Secured Notes, the Senior Secured Note Guarantees, the First Lien Intercreditor Agreement and the Security Documents, as applicable, shall apply to the obligations of BP I under the Senior Secured Notes Indenture, the Senior Secured Notes and the Senior Secured Note Guarantees assumed hereunder.
iii.Release and Discharge of Obligations. Pursuant to Section 5.01(a) of the Senior Secured Notes Indenture, upon the effectiveness of this Supplemental Indenture, BP II is automatically released and discharged from its obligations under its Senior Secured Note Guarantee and the Senior Secured Notes Indenture.
iv.Ratification of Senior Secured Notes Indenture; Senior Secured Notes Supplemental Indenture Part of Senior Secured Notes Indenture. Except as expressly amended hereby, the Senior Secured Notes Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Senior Secured Notes Supplemental Indenture shall form a part of the Senior Secured Notes Indenture for all purposes, and every holder of a Senior Secured Note heretofore or hereafter authenticated and delivered shall be bound hereby.
v.Governing Law. THIS SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
vi.Trustee, Original Collateral Agent and Additional Collateral Agent Make No Representation. The Trustee, Original Collateral Agent and Additional Collateral Agent make no representation as to the validity or sufficiency of this Senior Secured Notes Supplemental Indenture.
vii.Indemnity. (a) The Issuers and BP I, subject to Section 10.08 of the Senior Secured Notes Indenture, jointly and severally, shall indemnify the Trustee and each Agent (which in each case, for purposes of this Section, shall include its officers, directors, employees, agents and counsel) against any and all loss, liability, claim, taxes, costs, damage or expense (including properly incurred attorneys’ fees and expenses) incurred by or in connection with the entry into this Senior Secured Notes Supplemental Indenture and the performance of its duties hereunder, including the costs and expenses of enforcing this Senior Secured Notes Supplemental Indenture against the Issuers or BP I (including this Section) and defending itself against or investigating any claim (whether asserted by the Issuers, BP I, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Senior Secured Notes or the removal or resignation of the Trustee or the applicable Agent. The Trustee or the applicable Agent shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not relieve any of the Issuers or BP I executing this Senior Secured Notes Supplemental Indenture of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers and BP I, as applicable, shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party solely through such party’s own willful misconduct, negligence or bad faith.
(b) To secure the payment obligations of the Issuers and BP I in this Section, the Trustee shall have a Lien prior to the Senior Secured Notes on all money or property held or collected by the Trustee other than money or property held to pay principal of and interest on the Senior Secured Notes.
viii.Duplicate Originals. The parties may sign any number of copies of this Senior Secured Notes Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
ix.Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.
x.No Adverse Interpretation of Other Agreements. This Senior Secured Notes Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuers, BP I, BP II, RGHL or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Senior Secured Notes Supplemental Indenture.
xi.No Recourse Against Others. No 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 will have any liability for any obligations of the Issuers or Senior Secured Note Guarantors under the Senior Secured Notes, this 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 may not be effective to waive liabilities under the federal securities laws.
xii.Successors and Assigns. All covenants and agreements of the Issuers and BP I in this Senior Secured Notes Supplemental Indenture and the Senior Secured Notes shall bind their respective successors and assigns. All agreements of the Trustee and each Collateral Agent in this Senior Secured Notes Supplemental Indenture shall bind its successors and assigns.
xiii.Severability. In case any one or more of the provisions contained in this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Senior Secured Notes Supplemental Indenture or the Senior Secured Notes.
xiv.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 Issuers:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Group Legal Counsel
Fax: ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
If to the Trustee, Original Collateral Agent, Principal Paying Agent, Transfer Agent or Registrar:
The Bank of New York Mellon
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇-▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: International Corporate Trust
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇-▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: International Corporate Trust
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
If to the Additional Collateral Agent:
Wilmington Trust (London) Limited
Third Floor
Third Floor
1 King’s ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Facsimile: ▇▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Facsimile: ▇▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇
xv.Amendments and Modification. This Senior Secured Notes Supplemental Indenture may be amended, modified, or supplemented only as permitted by the Senior Secured Notes Indenture and by written agreement of each of the parties hereto.
(1)
IN WITNESS WHEREOF, the parties hereto have caused this supplemental indenture to be duly executed as of the date first above written.
▇▇▇▇▇▇▇▇ GROUP ISSUER LLC | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Assistant Secretary | |
▇▇▇▇▇▇▇▇ GROUP ISSUER INC. | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Assistant Secretary | |
▇▇▇▇▇▇▇▇ GROUP ISSUER (LUXEMBOURG) S.A. | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Authorised Signatory | |
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A. | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Authorised Signatory | |
Canada
EVERGREEN PACKAGING CANADA LIMITED | |
By | |
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ | |
Name: ▇▇▇▇ ▇. ▇▇▇▇▇ | |
Title: Secretary and Vice President | |
PACTIV CANADA INC. | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Vice President | |
▇▇▇▇▇▇▇▇ CONSUMER PRODUCTS CANADA INC. | |
By | |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
Title: Assistant Secretary | |
Luxembourg
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À ▇.▇., a private limited liability company (société à responsabilité limitée) with registered office at ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇▇ of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 128.135 and having a share capital of EUR 404,969,325 | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Authorised Signatory | |
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À ▇.▇., a private limited liability company (société à responsabilité limitée) with registered office at ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇▇ of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 165957 and having a share capital of EUR 12,500 | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Authorised Signatory | |
Luxembourg
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.A., a public limited liability company (société anonyme) with registered office at ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇▇ of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 173,603 | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Authorised Signatory | |
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) VI S.À ▇.▇., a private limited liability company (société à responsabilité limitée) with registered office at ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇▇ of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 173,602 and with a share capital of EUR 55,012,500 | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Authorised Signatory | |
Luxembourg
EVERGREEN PACKAGING (LUXEMBOURG) S.À ▇.▇., a private limited liability company (société à responsabilité limitée) with registered office at 6c, rue ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 152.662 and having a share capital of EUR 12,500 | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Authorised Signatory | |
The Netherlands
CLOSURE SYSTEMS INTERNATIONAL B.V. | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Authorised Signatory | |
EVERGREEN PACKAGING INTERNATIONAL B.V. | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Authorised Signatory | |
▇▇▇▇▇▇▇▇ PACKAGING INTERNATIONAL B.V. | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Authorised Signatory | |
New Zealand
BEVERAGE PACKAGING (NEW ZEALAND) LIMITED | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Authorised Signatory | |
and witnessed by | |
Name: | |
Address: | |
Occupation: | |
▇▇▇▇▇▇▇▇ GROUP HOLDINGS LIMITED | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Authorised Signatory | |
and witnessed by | |
Name: | |
Address: | |
Occupation: | |
United States
▇▇▇▇▇’▇ CHOICE PRODUCTS, INC. | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Assistant Secretary | |
BCP/▇▇▇▇▇▇ HOLDINGS L.L.C. | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Assistant Secretary and Vice President | |
BLUE RIDGE HOLDING CORP. | |
By | |
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ | |
Name: ▇▇▇▇ ▇. ▇▇▇▇▇ | |
Title: Secretary and Vice President | |
BRPP, ▇▇▇. ▇▇: BLUE RIDGE PAPER PRODUCTS INC., AS MANAGER OF BRPP, LLC | |
By | |
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ | |
Name: ▇▇▇▇ ▇. ▇▇▇▇▇ | |
Title: Secretary and Vice President | |
BLUE RIDGE PAPER PRODUCTS INC. | |
By | |
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ | |
Name: ▇▇▇▇ ▇. ▇▇▇▇▇ | |
Title: Secretary and Vice President | |
United States
CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC. | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ | |
Title: Secretary and Vice President | |
CLOSURE SYSTEMS INTERNATIONAL HOLDINGS LLC | |
By: | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ | |
Title: Secretary and Vice President | |
CLOSURE SYSTEMS INTERNATIONAL INC. | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ | |
Title: Secretary and Vice President | |
CLOSURE SYSTEMS INTERNATIONAL PACKAGING MACHINERY INC. | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ | |
Title: Vice President and Secretary | |
CLOSURE SYSTEMS MEXICO HOLDINGS LLC | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ | |
Title: Secretary and Vice President | |
United States
CSI MEXICO LLC | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ | |
Title: Secretary and Vice President | |
CSI SALES & TECHNICAL SERVICES INC. | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ | |
Title: Secretary and Vice President | |
EVERGREEN PACKAGING INC. | |
By | |
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ | |
Name: ▇▇▇▇ ▇. ▇▇▇▇▇ | |
Title: Secretary and Vice President | |
GEC PACKAGING TECHNOLOGIES LLC | |
By | |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
Title: Secretary | |
GPC HOLDINGS LLC | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Assistant Secretary and Vice President | |
United States
GPC OPCO GP LLC | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Assistant Secretary and Vice President | |
GPC SUB GP LLC | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Assistant Secretary and Vice President | |
▇▇▇▇▇▇ PACKAGING ACQUISITION CORP. | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Assistant Secretary and Vice President | |
▇▇▇▇▇▇ PACKAGING COMPANY INC. | |
By | |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
Title: Secretary and Vice President | |
▇▇▇▇▇▇ PACKAGING COMPANY, L.P. | |
By: GPC OPCO GP L.L.C., its general partner | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Assistant Secretary and Vice President | |
United States
▇▇▇▇▇▇ PACKAGING HOLDINGS COMPANY | |
By: BCP/▇▇▇▇▇▇ Holdings L.L.C., its general partner | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Assistant Secretary and Vice President | |
▇▇▇▇▇▇ PACKAGING PET TECHNOLOGIES INC. | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Assistant Secretary and Vice President | |
▇▇▇▇▇▇ PACKAGING PLASTIC PRODUCTS INC. | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Assistant Secretary and Vice President | |
▇▇▇▇▇▇ PACKAGING PX COMPANY | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Assistant Secretary and Vice President | |
United States
▇▇▇▇▇▇ PACKAGING PX HOLDING CORPORATION | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Assistant Secretary and Vice President | |
▇▇▇▇▇▇ PACKAGING PX, LLC | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Assistant Secretary and Vice President | |
PACTIV INTERNATIONAL HOLDINGS INC. | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Vice President | |
PACTIV LLC | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Vice President | |
PACTIV MANAGEMENT COMPANY LLC | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Vice President | |
United States
PACTIV PACKAGING INC. | |
By | |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
Title: Assistant Secretary | |
PCA WEST INC. | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Vice President | |
RENPAC HOLDINGS INC. | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Secretary | |
▇▇▇▇▇▇▇▇ CONSUMER PRODUCTS HOLDINGS LLC | |
By: | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Secretary and Vice President | |
▇▇▇▇▇▇▇▇ CONSUMER PRODUCTS LLC | |
By: | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Assistant Secretary | |
United States
▇▇▇▇▇▇▇▇ GROUP HOLDINGS INC. | |
By: | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Secretary | |
▇▇▇▇▇▇▇▇ MANUFACTURING, INC. | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Secretary | |
▇▇▇▇▇▇▇▇ PRESTO PRODUCTS INC. | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Assistant Secretary | |
▇▇▇▇▇▇▇▇ SERVICES INC. | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Secretary | |
SOUTHERN PLASTICS, INC. | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ | |
Title: Secretary and Vice President | |
United States
TRANS WESTERN POLYMERS, INC. | |
By | |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: Assistant Secretary and Vice President | |
THE BANK OF NEW YORK MELLON, as Trustee, Principal Paying Agent, Transfer Agent, Registrar and Original Collateral Agent
By:/s/ ▇▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
Title: Vice President
WILMINGTON TRUST (LONDON) LIMITED, as Additional Collateral Agent
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President