Contract
AMENDMENT No. 11 dated as of 4, 2016 (this “Amendment”), related to the Fourth Amended and Restated Credit Agreement dated as of August 5, 2016 (as amended, supplemented or modified from time to time, the “Credit Agreement”), by and among Xxxxxxxx Group Holdings Inc. (“RGHI”), Xxxxxxxx Consumer Products Holdings LLC, Pactiv LLC, Evergreen Packaging Inc., Xxxxxxxx Consumer Products LLC, Closure Systems International Inc., Xxxxxx Packaging Company Inc., Closure Systems International Holdings LLC, Beverage Packaging Holdings (Luxembourg) III S.à x.x., Closure Systems International B.V., Xxxxxxxx Group Holdings Limited (“Holdings”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Credit Suisse AG, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
A.Pursuant to Section 9.08(c) of the Credit Agreement, Holdings, the Borrowers and the Administrative Agent desire to amend the Credit Agreement on the terms and subject to the conditions set forth herein.
B. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Defined Terms; Interpretation; Etc. The rules of construction set forth in Section 1.02 of the Credit Agreement shall apply mutatis mutandis to this Amendment. This Amendment shall be a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
SECTION 2. Amendment to Credit Agreement. The definition of the term “Senior Secured Notes” set forth in Section 1.01 of the Credit Agreement is hereby amended by inserting the following parenthetical immediately before the comma at the end of clause (x) of the proviso thereto:
“(or in the case of such Indebtedness incurred pursuant to Section 6.01(bb), the final maturity date and weighted average life to maturity thereof satisfy the requirements set forth in clauses (ii)(A)(I) and (ii)(A)(II), respectively, of the proviso to Section 6.01(bb))”.
SECTION 3. Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment shall be subject to the satisfaction of the following conditions precedent (the date on which such conditions precedent are satisfied being referred to herein as the “Effective Date”):
(a) The Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of (i) Holdings, (ii) each Borrower and (iii) the Administrative Agent.
[SIGNATURE PAGE TO AMENDMENT NO. 11]
(b) This Amendment shall have been posted to the Lenders for a period of five Business Days, and the Required Lenders shall not have objected in writing to this Amendment within such five Business Day period.
The Administrative Agent shall notify the Borrowers and the Lenders of the Effective Date, and such notice shall be conclusive and binding.
SECTION 4. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not, by implication or otherwise, limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or the Collateral Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. After the date hereof, any reference in any Loan Document to the Credit Agreement shall be deemed to refer without further amendment to the Credit Agreement as modified hereby.
SECTION 5. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.
SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
[Remainder of page intentionally left blank]
[SIGNATURE PAGE TO AMENDMENT NO. 11]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
XXXXXXXX GROUP HOLDINGS LIMITED | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Authorised Signatory | |
and witnessed by | |
Name: /s/ Pru Xxxxx | |
Address: | |
Occupation: | |
[SIGNATURE PAGE TO AMENDMENT NO. 11]
EXECUTION VERSION
Canada
EVERGREEN PACKAGING CANADA LIMITED | |
By | |
/s/ Xxxx X. Xxxxx | |
Name: Xxxx X. Xxxxx | |
Title: Secretary and Vice President | |
PACTIV CANADA INC. | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Vice President | |
XXXXXXXX CONSUMER PRODUCTS CANADA INC. | |
By | |
/s/ Xxxxxx X. Xxxxx | |
Name: Xxxxxx X. Xxxxx | |
Title: Assistant Secretary | |
2
Luxembourg
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a public limited liability company (société anonyme) with registered office at 0X xxx Xxxxxxx Xxxxxxxx, X-0000 Xxxxxxxx, Xxxxx-Xxxxx of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 128.592 | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Authorised Signatory | |
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A, a public limited liability company (société anonyme) with registered office at 0X xxx Xxxxxxx Xxxxxxxx, X-0000 Xxxxxxxx, Xxxxx-Xxxxx of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 128.914 | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Authorised Signatory | |
3
Luxembourg
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À X.X., a private limited liability company (société à responsabilité limitée) with registered office at 0X xxx Xxxxxxx Xxxxxxxx, X-0000 Xxxxxxxx, Xxxxx-Xxxxx 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/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Authorised Signatory | |
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À X.X., a private limited liability company (société à responsabilité limitée) with registered office at 0X xxx Xxxxxxx Xxxxxxxx, X-0000 Xxxxxxxx, Xxxxx-Xxxxx 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/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Authorised Signatory | |
4
Luxembourg
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) V S.À., a public limited liability company (société anonyme) with registered office at 0X xxx Xxxxxxx Xxxxxxxx, X-0000 Xxxxxxxx, Xxxxx-Xxxxx of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 173,603 | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Authorised Signatory | |
BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) VI S.À X.X., a private limited liability company (société à responsabilité limitée) with registered office at 0X xxx Xxxxxxx Xxxxxxxx, X-0000 Xxxxxxxx, Xxxxx-Xxxxx 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/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Authorised Signatory | |
5
Luxembourg
EVERGREEN PACKAGING (LUXEMBOURG) S.À X.X., a private limited liability company (société à responsabilité limitée) with registered office at 6c, rue Xxxxxxx Xxxxxxxx, 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/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Authorised Signatory | |
XXXXXXXX GROUP ISSUER (LUXEMBOURG) S.A., a public limited liability company (société anonyme) with registered office at 0X xxx Xxxxxxx Xxxxxxxx, X-0000 Xxxxxxxx, Xxxxx-Xxxxx of Luxembourg, registered with the Luxembourg register of commerce and companies under number B 148.957 | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Authorised Signatory | |
6
The Netherlands
CLOSURE SYSTEMS INTERNATIONAL B.V. | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Authorised Signatory | |
EVERGREEN PACKAGING INTERNATIONAL B.V. | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Authorised Signatory | |
XXXXXXXX PACKAGING INTERNATIONAL B.V. | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Authorised Signatory | |
7
New Zealand
BEVERAGE PACKAGING (NEW ZEALAND) LIMITED | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Authorised Signatory | |
and witnessed by | |
Name: /s/ Pru Wylie | |
Address: | |
Occupation: | |
8
United States
BAKERS CHOICE PRODUCTS, INC. | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Assistant Secretary | |
BCP/XXXXXX HOLDINGS L.L.C. | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Assistant Secretary and Vice President | |
BEVERAGE PACKAGING HOLDINGS II ISSUER INC | |
By | |
/s/ Xxxx Xxxx Xxxx | |
Name: Xxxx Xxxx Xxxx | |
Title: Secretary and Vice President | |
BLUE RIDGE HOLDING CORP. | |
By | |
/s/ Xxxx X. Xxxxx | |
Name: Xxxx X. Xxxxx | |
Title: Secretary and Vice President | |
9
BRPP, XXX. XX: BLUE RIDGE PAPER PRODUCTS INC., AS MANAGER OF BRPP, LLC | |
By | |
/s/ Xxxx X. Xxxxx | |
Name: Xxxx X. Xxxxx | |
Title: Secretary and Vice President | |
United States
BLUE RIDGE PAPER PRODUCTS INC. | |
By | |
/s/ Xxxx X. Xxxxx | |
Name: Xxxx X. Xxxxx | |
Title: Secretary and Vice President | |
CLOSURE SYSTEMS INTERNATIONAL AMERICAS, INC. | |
By | |
/s/ Xxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx | |
Title: Vice President and Treasurer | |
CLOSURE SYSTEMS INTERNATIONAL HOLDINGS LLC | |
By: | |
/s/ Xxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx | |
Title: Vice President and Treasurer | |
10
CLOSURE SYSTEMS INTERNATIONAL INC. | |
By | |
/s/ Xxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx | |
Title: Vice President and Treasurer | |
CLOSURE SYSTEMS INTERNATIONAL PACKAGING MACHINERY, INC. | |
By | |
/s/ Xxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx | |
Title: Vice President and Treasurer | |
United States
CLOSURE SYSTEMS MEXICO HOLDINGS LLC | |
By | |
/s/ Xxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx | |
Title: Vice President and Treasurer | |
CSI MEXICO LLC | |
By | |
/s/ Xxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx | |
Title: Vice President and Treasurer | |
11
CSI SALES & TECHNICAL SERVICES INC. | |
By | |
/s/ Xxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx | |
Title: Vice President and Treasurer | |
EVERGREEN PACKAGING INC. | |
By | |
/s/ Xxxx X. Xxxxx | |
Name: Xxxx X. Xxxxx | |
Title: Secretary and Vice President | |
GPC HOLDINGS LLC | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Assistant Secretary and Vice President | |
United States
GPC OPCO GP LLC | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Assistant Secretary and Vice President | |
12
GPC SUB GP LLC | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Assistant Secretary and Vice President | |
XXXXXX PACKAGING ACQUISITION CORP. | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Assistant Secretary and Vice President | |
XXXXXX PACKAGING COMPANY INC. | |
By | |
/s/ Xxxx Xxxxxxxxx | |
Name: Xxxx Xxxxxxxxx | |
Title: Secretary and Vice President | |
XXXXXX PACKAGING COMPANY, L.P. | |
By: GPC OPCO GP L.L.C., its general partner | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Assistant Secretary and Vice President | |
United States
13
XXXXXX PACKAGING HOLDINGS COMPANY | |
By: BCP/Xxxxxx Holdings L.L.C., its general partner | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Assistant Secretary and Vice President | |
XXXXXX PACKAGING PET TECHNOLOGIES INC. | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Assistant Secretary and Vice President | |
XXXXXX PACKAGING PLASTIC PRODUCTS INC. | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Assistant Secretary and Vice President | |
XXXXXX PACKAGING PX COMPANY | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Assistant Xxxxxxxxx xxx Xxxx Xxxxxxxxx | |
00
Xxxxxx Xxxxxx
XXXXXX PACKAGING PX HOLDING CORPORATION | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Assistant Secretary and Vice President | |
XXXXXX PACKAGING PX, LLC | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Assistant Secretary and Vice President | |
PACTIV INTERNATIONAL HOLDINGS INC. | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Vice President | |
PACTIV LLC | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Vice President | |
15
PACTIV MANAGEMENT COMPANY LLC | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Vice President | |
United States
PACTIV PACKAGING INC. | |
By | |
/s/ Xxxxxx X. Xxxxx | |
Name: Xxxxxx X. Xxxxx | |
Title: Assistant Secretary | |
PCA WEST INC. | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Vice President | |
RENPAC HOLDINGS INC. | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Secretary | |
XXXXXXXX CONSUMER PRODUCTS HOLDINGS LLC | |
By: | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Secretary and Vice President | |
16
XXXXXXXX CONSUMER PRODUCTS LLC | |
By: | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Assistant Secretary | |
United States
XXXXXXXX GROUP ISSUER INC. | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Assistant Secretary | |
XXXXXXXX GROUP ISSUER LLC | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Assistant Secretary | |
XXXXXXXX GROUP HOLDINGS INC. | |
By: | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Secretary | |
17
XXXXXXXX MANUFACTURING, INC. | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Secretary | |
XXXXXXXX PRESTO PRODUCTS INC. | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Assistant Secretary | |
United States
XXXXXXXX SERVICES INC. | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Secretary | |
SOUTHERN PLASTICS, INC. | |
By | |
/s/ Xxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx | |
Title: Vice President and Treasurer | |
18
TRANS WESTERN POLYMERS, INC. | |
By | |
/s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx Xxxxxxx | |
Title: Assistant Secretary and Vice President | |
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, | |
by | |
/s/ Xxxxxx Xxxx | |
Name: Xxxxxx Xxxx | |
Title: Authorized Signatory | |
by | |
/s/Xxxxxxxx Xxxx | |
Name: Xxxxxxxx Xxxx | |
Title: Authorized Signatory | |
