INTERCREDITOR AGREEMENTIntercreditor Agreement • August 31st, 2011 • PRETIUM CANADA Co • Miscellaneous plastics products • New York
This INTERCREDITOR AGREEMENT (“Agreement”), is dated as of March 31, 2011, and entered into by and among JEFFERIES FINANCE LLC, in its capacity as agent under the First Lien Credit Agreement (as defined below), including its successors and assigns from time to time (the “First Lien Collateral Agent”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (“BNYM”) the Trustee (as defined in the Indenture) and BNY TRUST COMPANY OF CANADA (“BNY Canada”), in their capacity as collateral agent for the Noteholders (as defined below), including their successors and assigns from time to time (collectively the “Second Lien Collateral Agent”) and acknowledged and agreed to by PRETIUM PACKAGING, L.L.C. (the “Company”). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.
Pretium Packaging, L.L.C. and Pretium Finance, Inc. $150,000000 11.50% of Senior Secured Notes due 2016 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 31st, 2011 • PRETIUM CANADA Co • Miscellaneous plastics products • New York
Pretium Packaging, L.L.C., a Delaware limited liability company (the “Company”), and Pretium Finance, Inc., a Delaware corporation (together with the Company, the “Issuers”), are issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement dated March 17, 2011, by and among the Issuers, the Initial Purchaser and the Guarantors named therein (the “Purchase Agreement”), $150,000,000 in aggregate principal amount of 11.50% Senior Secured Notes due 2016 issued by the Issuers (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Issuers and the Guarantors listed in the signature pages hereto agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:
PRETIUM PACKAGING, L.L.C. PRETIUM FINANCE, INC. AND EACH OF THE GUARANTORS PARTY HERETO 11.50% SENIOR SECURED NOTES DUE 2016 INDENTURE Dated as of March 31, 2011 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee THE BANK OF NEW YORK MELLON...Supplemental Indenture • August 31st, 2011 • PRETIUM CANADA Co • Miscellaneous plastics products • New York
INDENTURE dated as of March 31, 2011 among PRETIUM PACKAGING, L.L.C., a Delaware limited liability company (the “Company”), PRETIUM FINANCE, INC., a Delaware corporation (“Pretium Finance,” and together with the Company, the “Issuers”), the Guarantors (as defined), THE BANK OF NEW YORK MELLON TRUST COMPANY N.A., as trustee, THE BANK OF NEW YORK MELLON TRUST COMPANY N.A., as U.S. collateral trustee and BNY TRUST COMPANY OF CANADA, as Canadian collateral trustee.
SENIOR NOTES SECURITY AGREEMENT (Second Lien) dated as of March 31, 2011 among PRETIUM PACKAGING, L.L.C., PRETIUM FINANCE, INC., AND EACH OF THE GUARANTORS PARTY HERETO, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral TrusteeSecurities Control Agreement • October 12th, 2011 • PRETIUM CANADA Co • Miscellaneous plastics products • New York
This SECURITY AGREEMENT, dated as of March 31, 2011 (this “Agreement”), between PRETIUM PACKAGING, L.L.C., a Delaware limited liability company (the “Company”), PRETIUM FINANCE, INC., a Delaware corporation (“Pretium Finance,” and together with the Company, the “Issuers”), EACH OF THE UNDERSIGNED (other than the Collateral Trustee), whether as an Additional Grantor (as herein defined) or as an original signatory hereto (together with the Issuers, collectively, the “Grantors” and each, a “Grantor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral Trustee for the Secured Parties (in such capacity, together with any successor in such capacity, the “Collateral Trustee”).
MR GRANTOR TRUSTGrantor Trust • August 31st, 2011 • PRETIUM CANADA Co • Miscellaneous plastics products • Missouri
This Trust Agreement is by and between Mont Royal, L.L.C, a Delaware limited liability company, 8112 Maryland Avenue, Suite 250, St. LoUis, Missouri 63105, as Grantor, (hereinafter referred to as “Grantor”), Keith S. Harbison and John J. Horgan, Jr., each of 8112 Maryland Avenue, Suite 250, St. Louis, Missouri 63105, as Trustees, (hereinafter referred to as “Trustees”).
MANAGEMENT AGREEMENTManagement Agreement • August 31st, 2011 • PRETIUM CANADA Co • Miscellaneous plastics products • New York
AGREEMENT made this 16th day of February, 2010, by and among Castle Harlan, Inc., a Delaware corporation (“Castle Harlan”), Pretium Holding, LLC, a Delaware limited liability company (“Pretium Holding”), Pretium Intermediate Holding, LLC, a Delaware limited liability company (“Pretium Intermediate Holding”), and Pretium Packaging, L.L.C., a Delaware limited liability company and a wholly-owned subsidiary of Pretium Holding (“Old Pretium Packaging”), PVC Container Corporation, a Delaware corporation and a subsidiary of Old Pretium Packaging (“Novapak”), Robb Container Corporation, a Delaware corporation and a subsidiary of Old Pretium Packaging (“Robb”) and Mont Royal, L.L.C, a Delaware limited liability company and a subsidiary of Old Pretium Packaging (“Mont Royal” and together with Pretium Holding, Pretium Intermediate Holding, Old Pretium Packaging, Novapak and Robb, the “Companies” and each, a “Company”). Capitalized terms used herein and not defined shall have the meaning ascribed
FOURTH AMENDED AND RESTATED OPERATING AGREEMENT OF PRETIUM PACKAGING, L.L.C. (A DELAWARE LIMITED LIABILITY COMPANY) DATED AS OF FEBRUARY 16 2010Operating Agreement • August 31st, 2011 • PRETIUM CANADA Co • Miscellaneous plastics products • Delaware
FOURTH AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) of Pretium Packaging, L.L.C. (the “Company”), dated as of February 16, 2010, by and among Pretium Intermediate Holding, LLC (the “Managing Member”) and any person hereafter admitted to the Company pursuant hereto (collectively with the Managing Member, the “Members” as set forth on Schedule I attached hereto).
SENIOR NOTES SECURITY AGREEMENT (Second Lien) dated as of March 31, 2011 among PRETIUM PACKAGING, L.L.C., PRETIUM FINANCE, INC., AND EACH OF THE GUARANTORS PARTY HERETO, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral TrusteeSecurities Control Agreement • August 31st, 2011 • PRETIUM CANADA Co • Miscellaneous plastics products • New York
This SECURITY AGREEMENT, dated as of March 31, 2011 (this “Agreement”), between PRETIUM PACKAGING, L.L.C., a Delaware limited liability company (the “Company”), PRETIUM FINANCE, INC., a Delaware corporation (“Pretium Finance,” and together with the Company, the “Issuers”), EACH OF THE UNDERSIGNED (other than the Collateral Trustee), whether as an Additional Grantor (as herein defined) or as an original signatory hereto (together with the Issuers, collectively, the “Grantors” and each, a “Grantor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral Trustee for the Secured Parties (in such capacity, together with any successor in such capacity, the “Collateral Trustee”).
CONSULTING AGREEMENTConsulting Agreement • August 31st, 2011 • PRETIUM CANADA Co • Miscellaneous plastics products • New York
This Consulting Agreement (the “Agreement”), dated as of February 16, 2010, is by and between Keith S. Harbison (the “Consultant”) residing at 1230 Log Cabin Lane St. Louis, Missouri 63124 and Pretium Packaging, L.L.C. (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Operating Agreement of the Company (as amended and restated from time to time).
EMPLOYMENT AGREEMENTEmployment Agreement • August 31st, 2011 • PRETIUM CANADA Co • Miscellaneous plastics products • Missouri
WHEREAS, pursuant to the Unit Purchase Agreement dated as of January 15, 2010 (the “Purchase Agreement”), by and among Pretium Holding LLC, a Delaware limited liability company (the “Purchaser”), the Company, and the holders of the existing membership units in the Company (collectively, the “Existing Members”), the Purchaser has agreed to purchase the Company from the Existing Members and in connection therewith the Company has agreed to acquire by way of merger PVC Container Corp., a Delaware corporation, which will become an indirect wholly-owned subsidiary of the Company; and
MONT ROYAL, L.L.C. A Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT Dated as of November 18, 1998Limited Liability Company Agreement • August 31st, 2011 • PRETIUM CANADA Co • Miscellaneous plastics products • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT of MONT ROYAL, L.L.C., dated and effective as of November 18, 1998, is adopted, executed and entered into by the Members.
