Accession Deed
Exhibit 2.15.12 - Accession Deed to the Intercreditor Agreement dated May 11, 2007, dated November 15, 2013, by the subsidiaries of Xxxxxxxx Group Holdings Limited listed on the Schedule I thereto
Accession Deed
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This agreement is made by way of deed on ____November 15______, 2013.
BY the subsidiaries of Xxxxxxxx Group Holdings Limited listed on Schedule I hereto, (collectively, the "Acceding Parties");
AND IS SUPPLEMENTAL to an English law governed intercreditor agreement (the "Intercreditor Agreement") dated 11 May 2007 as amended and/or restated on 21 June 2007, 29 June 2007, 5 November 2009 and 5 November 2010 and made between, among others, Xxxxxxxx Group Holdings Limited (formerly Rank Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) I S.A., Credit Suisse AG, as administrative agent, Credit Suisse AG, as senior issuing bank, The Bank of New York Mellon, as collateral agent, senior secured notes trustee and high yield noteholders trustee and Credit Suisse AG, as security trustee.
IT IS AGREED as follows:
1. | Words and expressions defined in the Intercreditor Agreement shall bear the same meaning herein. |
2. | Each of the Acceding Parties confirms it has been supplied with a copy of the Intercreditor Agreement. |
3. | Each of the Acceding Parties covenants with the Parties to be bound by the terms of the Intercreditor Agreement as a Subordinated Guarantor and an Obligor. |
4. | Each of the Acceding Parties shall accede to the Intercreditor Agreement in accordance with the terms thereof. |
5. | This agreement and all non contractual obligations arising from or in connection with it shall be governed by, and construed in accordance with, English law. |
[signature pages follow]
IN WITNESS whereof this agreement has been duly executed and delivered as a deed on the day and year first above written by the Acceding Parties.
Acceding Parties
SIGNED as a deed for and on behalf of )
Beverage Packaging Holdings II )
Issuer Inc. )
)
By: /s/ Xxxxx Xxxxxx Hugli
Name: Xxxxx Xxxxxx Hugli
Title: Vice President and Treasurer
Security Trustee
(for itself and all other parties)
SIGNED For and on behalf of CREDIT SUISSE AG, LONDON BRANCH By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Assistant Vice President Operations By: /s/ X.X. Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Assistant Vice President Operations | ) ) ) |
Collateral Agent
SIGNED For and on behalf of THE BANK OF NEW YORK MELLON By: /s/ Xxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxx Title: Vice President | ) ) ) |
Senior Agent
SIGNED For and on behalf of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Signatory | ) ) ) |
Subsidiaries of Xxxxxxxx Group Holdings Limited
Entity Name | Registered Office Address |
Beverage Packaging Holdings II Issuer Inc. | National Registered Agents, Xxx. 000 Xxxxxxxxx Xxxxx, Xxxxx 000 Xxxxx, XX 00000 X.X.X. Xxxx Xxxxxx |
