Contract
EXHIBIT 10.1.2
BORROWING SUBSIDIARY AGREEMENT dated as of November 16, 2010, among
XXXXXXXX GROUP HOLDINGS INC., a Delaware corporation, XXXXXXXX CONSUMER
PRODUCTS HOLDINGS INC., a Delaware corporation, CLOSURE SYSTEMS
INTERNATIONAL HOLDINGS INC., a Delaware corporation, SIG EURO HOLDING AG &
CO KGAA, a German partnership limited by shares, SIG AUSTRIA HOLDING GMBH,
an Austrian limited liability company (Gesellschaft mit beschränkter
Haftung), CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with
limited liability (besloten vennootschap met beperkte aansprakelijkheid),
incorporated under the laws of The Netherlands, XXXXXXXX GROUP HOLDINGS
LIMITED, a New Zealand limited liability company, PACTIV CORPORATION, a
Delaware corporation (the “New Borrowing Subsidiary”) and CREDIT
SUISSE AG, as administrative agent (in such capacity, the
“Administrative Agent”).
Reference
is hereby made to the Credit Agreement dated as of November 5,
2009 (as amended by Amendment No. 1 dated as of January 21, 2010, Amendment No. 2 and Incremental Term Loan Assumption
Agreement dated as of May 4, 2010 and Amendment No. 3 and Incremental Term Loan Assumption
Agreement dated as of September 30, 2010 and as further amended, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among XXXXXXXX GROUP HOLDINGS INC., a Delaware
corporation, XXXXXXXX CONSUMER PRODUCTS HOLDINGS INC., a Delaware corporation, CLOSURE SYSTEMS
INTERNATIONAL HOLDINGS INC., a Delaware corporation, SIG EURO HOLDING AG & CO KGAA, a German
partnership limited by shares, SIG AUSTRIA HOLDING GMBH, an Austrian limited liability company
(Gesellschaft mit beschränkter Haftung), CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with
limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the
laws of The Netherlands, XXXXXXXX GROUP HOLDINGS LIMITED, a New Zealand limited liability company,
the Guarantors, the Lenders and CREDIT SUISSE AG, as Administrative Agent. Capitalized terms used
herein but not otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement. Under the Credit Agreement, the Lenders have agreed, upon the terms and subject
to the conditions therein set forth, to make Loans to the Borrowers, and the Borrowers and the New
Borrowing Subsidiary desire that the New Borrowing Subsidiary become a Borrower. Holdings and the
Borrowers represent that the New Borrowing Subsidiary is a Wholly Owned Subsidiary of Holdings or
one of the Borrowers. Each of Holdings, the Borrowers and the New Borrowing Subsidiary represents
and warrants that the representations and warranties of Holdings and the Borrowers in the Credit
Agreement
relating to the New Borrowing Subsidiary and this Agreement are true and correct in all
material respects on and as of the date hereof with the same effect as though made on and as of
such date, except to the extent such representations and warranties expressly relate to an earlier
date. Holdings and the Borrowers agree that the Guarantees of the Guarantors contained in the
Credit Agreement will apply to the Bank Obligations of the New Borrowing Subsidiary. Upon
execution of this Agreement by each of Holdings, the Borrowers and the New Borrowing Subsidiary
and, if the New Borrowing Subsidiary is not already a Loan Party, upon such New Borrowing
Subsidiary becoming a Loan Party by executing the Guarantor Joinder and each applicable Loan
Document in favor of the Collateral Agent, the New Borrowing Subsidiary shall be a party to the
Credit Agreement and shall constitute a “Borrower” for all purposes of the Credit Agreement.
This
Agreement shall be governed by and construed in accordance with the laws of the State of
New York.
2
XXXXXXXX GROUP HOLDINGS LIMITED |
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By | /s/ Xxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx | |||
Title: | Authorised Signatory | |||
and witnessed by |
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/s/ Xxxxx Xxxxx |
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Name: | Xxxxx Xxxxx | |||
Address: Sydney, Australia Occupation: Lawyer |
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XXXXXXXX GROUP HOLDINGS INC. |
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By | /s/ Xxxxx Xxxxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx Xxxxxxx | |||
Title: | Secretary | |||
XXXXXXXX CONSUMER PRODUCTS HOLDINGS INC. |
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By | /s/ Xxxxx Xxxxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx Xxxxxxx | |||
Title: | Vice President and Secretary | |||
CLOSURE SYSTEMS INTERNATIONAL HOLDINGS INC. |
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By | /s/ Xxxxx Xxxxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx Xxxxxxx | |||
Title: | Vice President and Secretary | |||
[Pactiv Corporation Borrowing Subsidiary Agreement]
SIG EURO HOLDING AG & CO. KGAA acting through its general partner (Komplementär) SIG Reinag AG |
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By | /s/ Xxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx | |||
Title: | Vice President | |||
SIG AUSTRIA HOLDING GMBH |
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By | /s/ Xxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx | |||
Title: | Vice President | |||
CLOSURE SYSTEMS INTERNATIONAL B.V. |
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By | /s/ Xxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx | |||
Its authorised representative | ||||
PACTIV CORPORATION |
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By | /s/ Xxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx | |||
Title: | Vice President | |||
[Pactiv Corporation Borrowing Subsidiary Agreement]
CREDIT SUISSE AG, as Administrative Agent and Issuing Bank, |
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by | /s/ Xxxxxx Xxxx | |||
Name: | Xxxxxx Xxxx | |||
Title: | Managing Director | |||
/s/ Xxxxx Buddhew | ||||
Name: | Xxxxx Buddhew | |||
Title: | Associate | |||
[Pactiv Corporation Borrowing Subsidiary Agreement]