AMCOR UK FINANCE PLC The Issuer AND AMCOR PLC The Parent Guarantor AND AMCOR FINANCE (USA), INC. AND AMCOR GROUP FINANCE PLC AND AMCOR PTY LTD AND AMCOR FLEXIBLES NORTH AMERICA, INC. The Initial Subsidiary Guarantors TO DEUTSCHE BANK TRUST COMPANY...Indenture • May 29th, 2024 • Amcor PLC • Miscellaneous manufacturing industries • New York
INDENTURE, dated as of May 29, 2024, among Amcor UK Finance plc, a public limited company incorporated in England and Wales (the “Issuer”), Amcor plc, a public limited company incorporated in Jersey, Channel Islands with limited liability (the “Parent Guarantor”), Amcor Finance (USA), Inc., a Delaware corporation, Amcor Group Finance plc, a public limited company incorporated in England and Wales, Amcor Pty Ltd, a company incorporated under the laws of Australia, and Amcor Flexibles North America, Inc., a corporation organized under the laws of Missouri (each, an “Initial Subsidiary Guarantor”, and together with the Parent Guarantor, the “Original Guarantors”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee hereunder (the “Trustee”).
US$500,000,000 AMCOR FLEXIBLES NORTH AMERICA, INC. Underwriting AgreementUnderwriting Agreement • May 17th, 2022 • Amcor PLC • Miscellaneous manufacturing industries • Delaware
Amcor Flexibles North America, Inc., a corporation organized under the laws of Missouri (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting as representatives (the “Representatives”), US$500,000,000 principal amount of its 4.000% Guaranteed Senior Notes due 2025 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of June 19, 2020 (the “Indenture”), among the Company, Amcor plc, a public limited company incorporated in Jersey, Channel Islands with limited liability (the “Parent Guarantor”), Amcor Pty Ltd (ACN 000 017 372) (formerly known as Amcor Limited), a company with limited liability incorporated in Australia (the “Australian Guarantor”), Amcor UK Finance plc, a company with limited liability incorporated under the laws of England and Wales (the “UK
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • May 23rd, 2024 • Amcor PLC • Miscellaneous manufacturing industries • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of May 23, 2024 (the “Supplemental Indenture”), among Amcor Finance (USA), Inc., a Delaware corporation (herein called the “Issuer”), as Issuer, Amcor Group Finance plc, a public limited company incorporated under the laws of England and Wales (herein called the “New Guarantor”), having its principal office at 83 Tower Road North, Warmley, Bristol BS30 8XP, United Kingdom, and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee under the Indenture (as defined below) (herein called the “Trustee”).
ContractGuarantee Agreement • June 17th, 2019 • Amcor PLC • Miscellaneous manufacturing industries
SUPPLEMENT NO. 1 dated as of June 11, 2019 to the Guarantee Agreement dated as of April 30, 2019 (the “Guarantee Agreement”), among AMCOR LIMITED (ACN 000 017 372), AMCOR FINANCE (USA), INC., AMCOR UK FINANCE PLC, the other GUARANTORS from time to time party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
JOINDER AGREEMENTJoinder Agreement • June 17th, 2019 • Amcor PLC • Miscellaneous manufacturing industries
JOINDER AGREEMENT dated as of June 11, 2019 (this “Agreement”), among AMCOR LIMITED (ACN 000 017 372), AMCOR FINANCE (USA), INC., AMCOR UK FINANCE PLC, AMCOR PLC (F/K/A ARCTIC JERSEY LIMITED), BEMIS COMPANY, INC. and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
BEMIS COMPANY, INC. US$346,652,000 4.500% Guaranteed Senior Notes due October 15, 2021 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 17th, 2019 • Amcor PLC • Miscellaneous manufacturing industries • New South Wales
PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
US$500,000,000 BEMIS COMPANY, INC. Underwriting AgreementUnderwriting Agreement • June 19th, 2020 • Amcor PLC • Miscellaneous manufacturing industries • Delaware
Bemis Company, Inc., a corporation organized under the laws of Missouri (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC are acting as representatives (the “Representatives”), US$500,000,000 principal amount of its 2.630% Guaranteed Senior Notes due 2030 (the “Securities”). The Securities will be issued pursuant to an Indenture dated on or about June 19, 2020 (the “Indenture”), among the Company, Amcor plc, a public limited company incorporated in Jersey, Channel Islands with limited liability (the “Parent Guarantor”), Amcor Pty Ltd (formerly known as Amcor Limited), a company with limited liability incorporated in Australia (the “Australian Guarantor”), Amcor UK Finance PLC, a company with limited liability incorporated under the laws of England and Wales (the “UK Guarantor”) and Amcor Finance
US$500,000,000 AMCOR FINANCE (USA), INC. Underwriting AgreementUnderwriting Agreement • May 26th, 2023 • Amcor PLC • Miscellaneous manufacturing industries • New York
TRANSITION AND RELEASE AGREEMENTTransition and Release Agreement • May 1st, 2024 • Amcor PLC • Miscellaneous manufacturing industries • Illinois
This Transition and Release Agreement (“Agreement”) is entered into as of March 16, 2024 (the “Effective Date”) and is by and between Ronald Stephen Delia (“Employee”) and Amcor plc (together with its subsidiaries and affiliates, including but not limited to Amcor Pty Ltd (formerly named Amcor Limited) and Amcor Rigid Plastics, Inc., “Company”). This agreement serves as an amendment to any relevant clauses included in Employee’s contract documents including without limitation the Offer of Employment by Amcor Limited to Employee dated 21 January 2015 (the “Offer Letter”) (together, the “Employment Documents”) that are addressed herein.
ContractGuarantee Agreement • August 16th, 2024 • Amcor PLC • Miscellaneous manufacturing industries
SUPPLEMENT NO. 1 dated as of May 23, 2024 (this “Supplement”) to the Guarantee Agreement dated as of April 26, 2022 (as amended, supplemented or otherwise modified from time to time, the “Guarantee Agreement”), among AMCOR PLC, AMCOR PTY LTD, AMCOR FINANCE (USA), INC., AMCOR UK FINANCE PLC, AMCOR FLEXIBLES NORTH AMERICA, INC., the other
Eric Roegner Offer of EmploymentOffer of Employment • March 12th, 2019 • Amcor PLC • Miscellaneous manufacturing industries • Michigan
This offer of employment and the associated terms and conditions are detailed below. This offer represents the whole of the agreement reached regarding your employment.
ContractThree-Year Syndicated Facility Agreement • June 17th, 2019 • Amcor PLC • Miscellaneous manufacturing industries • New York
AMENDMENT NO. 1 dated as of May 30, 2019 (this “Amendment”), to the Three-Year Syndicated Facility Agreement dated as of April 30, 2019 (the “Facility Agreement”), among AMCOR LIMITED (ACN 000 017 372) (“Amcor”), AMCOR FINANCE (USA), INC., AMCOR UK FINANCE PLC, the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Foreign Administrative Agent.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • July 1st, 2022 • Amcor PLC • Miscellaneous manufacturing industries • Missouri
This FIRST SUPPLEMENTAL INDENTURE, dated as of June 30, 2022 (the “Supplemental Indenture”), among Amcor Finance (USA), Inc., a Delaware corporation (herein called the “Former Issuer”), Amcor Flexibles North America, Inc., a Missouri Corporation (formerly known as Bemis Company, Inc. and herein called the “Substitute Issuer”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee under the Indenture (as defined below) (herein called the “Trustee”).
AMCOR LIMITED AMCOR FINANCE (USA), INC. 3.44% Series A Guaranteed Senior Notes due 2015 5.00% Series B Guaranteed Senior Notes due 2020Note and Guarantee Agreement • March 12th, 2019 • Amcor PLC • Miscellaneous manufacturing industries • New York
AMCOR FINANCE (USA), INC., a Delaware corporation (the “Company” (as such term is further defined in Schedule B)), and AMCOR LIMITED (ABN 62 000 017 372), a company incorporated under the laws of the State of New South Wales, Commonwealth of Australia (the “Guarantor” (as such term is further defined in Schedule B) and, together with the Company, the “Obligors”), jointly and severally agree with each of the purchasers whose names appear in the acceptance form at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
Michael Casamento Dear Michael Chief Financial Officer, Amcor LimitedEmployment Agreement • March 12th, 2019 • Amcor PLC • Miscellaneous manufacturing industries • Victoria
This offer of employment to you is made on the terms and conditions detailed below in this Global Contract. This Global Contract, together with your Total Remuneration Statement and the offer letter from Amcor limited (the “Company”), represent the whole of the agreement reached regarding your employment with the Company.
AMCOR LIMITED AMCOR FINANCE (USA), INC. U.S.$850,000,000 5.38% Series A Guaranteed Senior Notes due 2016 5.69% Series B Guaranteed Senior Notes due 2018 5.95% Series C Guaranteed Senior Notes due 2021Note and Guarantee Agreement • June 27th, 2019 • Amcor PLC • Miscellaneous manufacturing industries • New York
AMCOR FINANCE (USA), INC., a Delaware corporation (the “Company” (as such term is further defined in Schedule B)), and AMCOR LIMITED (ABN 62 000 017 372), a company incorporated under the laws of the State of New South Wales, Commonwealth of Australia (the “Guarantor” (as such term is further defined in Schedule B) and, together with the Company, the “Obligors”), jointly and severally agree with each of the purchasers whose names appear in the acceptance form at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
GUARANTEE AGREEMENTGuarantee Agreement • August 16th, 2024 • Amcor PLC • Miscellaneous manufacturing industries • New York
Ian Wilson Executive Vice President, Strategy & Development Offer of EmploymentOffer of Employment • March 12th, 2019 • Amcor PLC • Miscellaneous manufacturing industries • England and Wales
This offer of employment and the associated terms and conditions are detailed below. This offer represents the whole of the agreement reached regarding your employment.
ContractTerm Syndicated Facility Agreement • June 17th, 2019 • Amcor PLC • Miscellaneous manufacturing industries • New York
AMENDMENT NO. 1 dated as of May 30, 2019 (this “Amendment”), to the Term Syndicated Facility Agreement dated as of April 30, 2019 (the “Facility Agreement”), among AMCOR LIMITED (ACN 000 017 372) (“Amcor”), AMCOR FINANCE (USA), INC., the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
SECOND SUPPLEMENTAL TRUST DEED BETWEEN AMCOR LIMITED and AMCOR FINANCE (USA), INC. and AMCOR UK FINANCE PLC and AMCOR PLC and BEMIS COMPANY, INC. and DB TRUSTEES (HONG KONG) LIMITED Relating to the Series 3 €300,000,000 in aggregate principal amount...Second Supplemental Trust Deed • July 26th, 2019 • Amcor PLC • Miscellaneous manufacturing industries
Strictly Private and ConfidentialEmployment Agreement • September 4th, 2024 • Amcor PLC • Miscellaneous manufacturing industries
We are pleased to provide this letter confirming your appointment as CEO of Amcor plc (the “Company”). The terms set forth in your Employment Agreement with Amcor Group GmbH ("Amcor CH") dated September 17, 2009, as amended (the “Employment Agreement”) will be amended as described below. The letter dated March 16, 2024 outlining the terms of your appointment as interim CEO ("Interim CEO Letter") is hereby cancelled and superseded in its entirety by this letter agreement.
ContractSyndicated Facility Agreement • June 17th, 2019 • Amcor PLC • Miscellaneous manufacturing industries • New York
AMENDMENT NO. 1 dated as of May 30, 2019 (this “Amendment”), to the Four-Year Syndicated Facility Agreement dated as of April 30, 2019 (the “Facility Agreement”), among AMCOR LIMITED (ACN 000 017 372) (“Amcor”), AMCOR FINANCE (USA), INC., AMCOR UK FINANCE PLC, the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Foreign Administrative Agent.
AMCOR FINANCE (USA), INC. Issuer AND AMCOR LIMITED (ABN 62 000 017 372) THE PARENT GUARANTOR AND AMCOR UK FINANCE PLC THE INITIAL SUBSIDIARY GUARANTOR TO DEUTSCHE BANK TRUST COMPANY AMERICAS TrusteeSupplemental Indenture • June 17th, 2019 • Amcor PLC • Miscellaneous manufacturing industries • New York
JOINDER AGREEMENTJoinder Agreement • June 17th, 2019 • Amcor PLC • Miscellaneous manufacturing industries
JOINDER AGREEMENT dated as of June 11, 2019 (this “Agreement”), among AMCOR LIMITED (ACN 000 017 372), AMCOR FINANCE (USA), INC., AMCOR PLC (F/K/A ARCTIC JERSEY LIMITED) and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
Fred Stephan -- delivered electronically -- Appointment as Chief Operating Officer (“COO”) Dear Fred,Employment Agreement • September 5th, 2024 • Amcor PLC • Miscellaneous manufacturing industries
On behalf of Amcor (the “Company”), I am pleased to provide this letter confirming your appointment as COO, reporting to me. The terms set forth in your Employment Agreement dated June 2019 (the “Employment Agreement”) will be amended as described below.
ContractThree-Year Syndicated Facility Agreement • April 25th, 2024 • Amcor PLC • Miscellaneous manufacturing industries • New York
FIRST AMENDMENT dated as of April 23, 2024 (this “Amendment”), among AMCOR PLC, a Jersey public limited company (“Parent”), AMCOR PTY LTD, an Australian proprietary company (“Amcor Australia”), AMCOR FINANCE (USA), INC., a Delaware corporation (“Amcor US”), AMCOR UK FINANCE PLC, an England and Wales public limited company (“Amcor UK”), AMCOR FLEXIBLES NORTH AMERICA, INC., a Missouri corporation (“Amcor Flexibles”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Administrative Agent.
US$500,000,000 AMCOR GROUP FINANCE PLC Underwriting AgreementUnderwriting Agreement • May 23rd, 2024 • Amcor PLC • Miscellaneous manufacturing industries • New York
ContractGlobal Security Agreement • June 23rd, 2020 • Amcor PLC • Miscellaneous manufacturing industries • New York
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS GLOBAL SECURITY MAY NOT BE EXCHANGED, IN WHOLE OR IN PART, FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS GLOBAL SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES SET FORTH IN THE INDENTURE.
ContractFive-Year Syndicated Facility Agreement • June 17th, 2019 • Amcor PLC • Miscellaneous manufacturing industries • New York
AMENDMENT NO. 1 dated as of May 30, 2019 (this “Amendment”), to the Five-Year Syndicated Facility Agreement dated as of April 30, 2019 (the “Facility Agreement”), among AMCOR LIMITED (ACN 000 017 372) (“Amcor”), AMCOR FINANCE (USA), INC., AMCOR UK FINANCE PLC, the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Foreign Administrative Agent.
