AMENDMENT TO THE QUOTA PLEDGE AGREEMENT
EXHIBIT 4.186
Among
The Bank of New York Mellon
as Collateral Agent for the benefit of the Secured Parties under the First Lien Intercreditor
Agreement
Agreement
Closure Systems International B.V.
and
Closure Systems International Holdings Inc.
as Grantors
and
Closure Systems International (Brazil) Sistemas de Vedação Ltda.
as the Company
Dated as of
May 4, 2010
AMENDMENT TO THE QUOTA PLEDGE AGREEMENT
This Amendment to the Quota Pledge Agreement (the “Amendment”) is made as of May 4, 2010 by
and among:
(a) Closure Systems International B.V., a company, duly organized and existing in
accordance with the laws of the Netherlands, with its registered office at Xxxxxxxxxxxxxxxxx 000,
0000XX Xxxxxxxxx, Xxxxxxxxxxx, herein duly represented in accordance with its Charter Documents
(together with its successors and permitted assignees, “CSI B.V.”);
(b) Closure Systems International Holdings Inc., a company duly incorporated and
existing under the laws of the State of Delaware, United States of America (“USA”) , with its head
office at National Registered Agents, Inc, 000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxx XX 00000 and
principal place of business at 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, XX, 00000, XXX, herein duly
represented in accordance with its Charter Documents (together with its successors and permitted
assignees, “CSI Holdings” and together with CSI B.V., the “Grantors”);
(c) The Bank of New York Mellon, a financial institution duly organized and existing
under the laws of the State of New York, with its registered office at One Wall Street, New York,
New York, acting exclusively in the capacity as collateral agent of and for the benefit of the
Secured Parties under the First Lien Intercreditor Agreement (together with its successors and
permitted assignees in such capacity, the “Collateral Agent”); and
(d) Closure Systems International (Brazil) Sistemas de Vedação Ltda., a limited
liability company duly organized and existing in accordance with the laws of Brazil, with its
registered office in the City of Barueri, State of São Paulo, at Alameda Araguaia, nº 1.819-1.889,
Sítio Tamboré, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF)
under nº 09.074.885/0001-48 (the “Company”).
WHEREAS, on January 29, 2010, the parties hereto entered into the Quota Pledge Agreement (the
“Pledge Agreement”);
WHEREAS, the following document (“Additional Document”) was entered into on the dates,
and by and among the parties, described below:
Amendment No. 2 and Incremental Term Loan Assumption Agreement dated on or about the date of
this Amendment, entered into by and among, including others, Xxxxxxxx Group Holdings Inc., Xxxxxxxx
Consumer Products Holdings Inc., Closure Systems International Holdings Inc., SIG Euro Holding AG &
Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V., Xxxxxxxx Group Holdings
Limited, the Guarantors from time to time party thereto, the Lenders from time to time party
thereto and Credit Suisse AG (formerly known as Credit Suisse), as administrative agent for the
Lenders, related to the Credit Agreement dated as of November 5, 2009, as amended by Amendment No.
1 dated as of January 21, 2010.
WHEREAS, the parties recognize and agree that the security interest created under the Pledge
Agreement shall extend to secure the obligations created under the Additional Document
(“Additional Covered Obligations”).
NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants contained
herein, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used and not otherwise defined in this Amendment
are used herein and in any notice given under this Amendment with the same meanings ascribed to
such terms in the Pledge Agreement and in the First Lien Intercreditor Agreement, as applicable.
All terms defined in this Amendment shall have the defined meanings contained herein when used in
any certificate or other document made or delivered pursuant hereto unless otherwise defined
therein.
2. Amendment. The parties hereto agree to amend the description of the Secured
Obligations contained in Schedule A-I of the Pledge Agreement in order to adjust such description
to the Additional Covered Obligations. Accordingly, the parties hereto amend Schedule A-I of the
Pledge Agreement, which shall be in force and effect as of the date hereof with the following
language:
“Description of the Secured Obligations under the Loan Documents
A) All obligations owed to the Secured Parties now existing or hereafter arising, direct or
indirect, absolute or contingent, due or to become due, under the Loan Documents, including (and
without limitation):
| (i) | a senior secured U.S. term loan facility in an aggregate principal amount not in excess of US$1,035,000,000 with an interest rate equivalent to the Applicable Margin plus (a) (i) the greater of 2.00% per annum and (ii) (x) the product of the LIBO Rate in effect for such Interest Period and (y) Statutory Reserves or (b) the Alternate Base Rate; which shall be repaid in full on May 5, 2016 (subject to prepayment and acceleration provisions); | ||
| (ii) | a senior secured European term loan facility in an aggregate principal amount of approximately €250,000,000 with an interest rate equivalent to the Applicable Margin plus (a) (i) the greater of 2.00% per annum and (ii) (x) the EURIBO Rate in effect for such Interest Period plus (y) Mandatory Cost or (b) the Foreign Base Rate; which shall be repaid in full on November 5, 2015 (subject to prepayment and acceleration provisions); | ||
| (iii) | a senior secured U.S. revolving loan facility in an aggregate principal amount of approximately US$120,000,000, which principal amounts include sub-limits for letter of credit facilities, and which have an interest rate equivalent to the Applicable Margin plus (a) (i) the greater of 2.00% per annum and (ii) (x) the product of the LIBO Rate in effect for such Interest Period and (y) Statutory |
| Reserves or (b) the Alternate Base Rate; which shall be repaid in full on November 5, 2014 (subject to prepayment and acceleration provisions); | |||
| (iv) | a senior secured European revolving loan facility in an aggregate principal amount of approximately €80,000,000, which principal amounts include sub-limits for letter of credit facilities, and which have an interest rate equivalent to the Applicable Margin plus (a) (i) the greater of 2.00% per annum and (ii) (x) the EURIBO Rate in effect for such Interest Period plus (y) Mandatory Cost or (b) the Foreign Base Rate; which shall be repaid in full on November 5, 2014 (subject to prepayment and acceleration provisions); and | ||
| (v) | incremental loan facilities in a principal amount up to US$1,550,000,000 with an interest rate equivalent, as applicable to the rates described in clauses (i) through (iv) above, except as otherwise set forth in the Credit Agreement or in the applicable Incremental Assumption Agreement, which shall be repaid in full as set forth in the relevant Incremental Assumption Agreement. |
B) all other obligations, advances, debts and liabilities owed to the Credit Agreement’s Secured
Parties, including indemnities, fees and interest incurred under, arising out of or in connection
with the Credit Agreement.
Definitions
For the purpose of this item “I” of this Schedule A all capitalized terms used and not
otherwise defined in this Agreement shall have the meaning ascribed to such terms in the Credit
Agreement.”
3. Registration of this Amendment. The Grantor, at its expense, shall within 20
(twenty) days from the execution date of this Amendment, (i) cause the signature of the parties who
have signed this Amendment outside Brazil to be notarized by a public notary and consularized at
the local Brazil consulate, (ii) cause this Amendment to be translated into Portuguese by a sworn
translator (tradutor público juramentado), and (iii) have this Amendment, together with its sworn
translation (tradução juramentada) into Portuguese, annotated at the margin of the registration of
the Pledge Agreement with the competent Registry of Deeds and Documents (Cartório de Registro de
Títulos e Documentos) in Brazil pursuant to Article 128 of Law No. 6,015 of December 31, 1973.. The
Grantor shall, promptly after such registration deliver to the Collateral Agent evidence of such
registration in form and substance satisfactory to the Collateral Agent. All expenses incurred in
connection with such registrations shall be borne by the Grantor.
Notwithstanding the foregoing, the Collateral Agent, at its sole discretion, may decide to
undertake any of the registrations, translations, filings and other formalities described herein if
Grantor fails to do so, whereupon the Grantor shall reimburse the Collateral Agent promptly of any
and all costs and expenses incurred by it related to such registrations, translations, filings and
other formalities in accordance with the provisions of the Principal Finance Documents.
4. Effectiveness of the Pledge Agreement. All the provisions of the Pledge Agreement
not expressly amended as a result of this Amendment shall remain in full force and effect.
5. Security Document. The Parties agree that this Amendment shall be deemed a
“Security Document” for the purposes of and as defined in the First Lien Intercreditor Agreement
(and for no other purpose) and that, accordingly, all rights, duties, privileges, protections and
benefits of the Collateral Agent set forth in the First Lien Intercreditor Agreement are hereby
incorporated by reference.
6. Governing Law; Jurisdiction. This Amendment shall be governed by and construed and
interpreted in accordance with the laws of Brazil. The parties irrevocably submit to the
jurisdiction of the courts sitting in the City of São Paulo, State of São Paulo, Brazil, any action
or proceeding to resolve any dispute or controversy related to or arising from this Amendment and
the parties irrevocably agree that all claims in respect of such action or proceeding may be heard
and determined in such courts, with the express waiver of the jurisdiction of any other court,
however privileged it may be.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed in the presence of
the undersigned witnesses.
Closure Systems International B.V.
| By: | /s/ Xxxxxxxxx Xxxxxxxxx Xxxxxxx | |||
| Xxxxxxxxx Xxxxxxxxx Xxxxxxx | ||||
| Title: | attorney-in-fact | |||
Closure Systems International Holdings Inc
| By: | /s/ Xxxxxxxxx Xxxxxxxxx Xxxxxxx | |||
| Xxxxxxxxx Xxxxxxxxx Xxxxxxx | ||||
| Title: | attorney-in-fact | |||
Closure Systems International (Brazil) Sistemas de Vedação Ltda.
| By: | /s/ Xxxxxxxxx Xxxxxxxxx Xxxxxxx | |||
| Xxxxxxxxx Xxxxxxxxx Xxxxxxx | ||||
| Title: | officer | |||
The Bank of New York Mellon as Collateral Agent acting as agent of and for the benefit of
the Secured Parties
| By: | /s/ Xxxxxx Xxxxxxxxx Xxxxxxx | |||
| Xxxxxx Xxxxxxxxx Xxxxxxx | ||||
| Title: | attorney-in-fact | |||
WITNESSES:
/s/ Xxxxxx Xxxxxx Xxxxxx |
||
Name: Xxxxxx Xxxxxx Xxxxxx
|
Name: | |
ID: RG 29.071.311-2 |
ID: | |
CPF. 000-000-000-00 |
