PREGIS CORPORATION €125,000,000 Second Priority Senior Secured Floating Rate Notes due 2013 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2009 • Pregis Holding II CORP • Plastics products, nec • New York
Pregis Corporation, a Delaware corporation (the “Issuer”), proposes to issue and sell, upon the terms set forth in a purchase agreement dated September 24, 2009 (the “Purchase Agreement”), to Credit Suisse Securities (Europe) Limited, Barclays Bank PLC and Goldman Sachs International (collectively, the “Initial Purchasers”) €125,000,000 aggregate principal amount of its Second Priority Senior Secured Floating Rate Notes due 2013 (the “Initial Securities”), to be unconditionally guaranteed (the “Guarantees”) by Pregis Holding II Corporation and the subsidiaries of the Issuer named in Schedule B to the Purchase Agreement (the “Guarantors” and, together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of October 12, 2005 (the “Base Indenture”), among the Issuer, the guarantors named therein, The Bank of New York Trust Company, N.A., as successor registrar and paying agent to The Bank of New York (the “Trustee”), and Grant Thornton (
PREGIS CORPORATION, as Issuer, and THE GUARANTORS PARTIES HERETO as Guarantors SENIOR SECURED FLOATING RATE NOTES DUE 2013 First Supplemental Indenture Dated as of October 5, 2009 to Indenture Dated as of October 12, 2005 THE BANK OF NEW YORK MELLON...First Supplemental Indenture • October 6th, 2009 • Pregis Holding II CORP • Plastics products, nec • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of October 5, 2009 (the “Supplemental Indenture”), among Pregis Corporation, a Delaware corporation, the Guarantors, The Bank of New York Mellon Trust Company, N.A., as Trustee and Collateral Agent, The Bank of New York Mellon (Luxembourg) S.A. (successor to The Bank of New York) as Registrar, The Bank of New York Mellon as Paying Agent, and Grant Thornton, as Irish Paying Agent, under an Indenture dated as of October 12, 2005 (the “Indenture”).
AMENDED AND RESTATED SECOND LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • October 6th, 2009 • Pregis Holding II CORP • Plastics products, nec • New York
This AMENDED AND RESTATED SECOND LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Amended and Restated IP Security Agreement”) dated October 5, 2009, is made by Pregis Corporation (the “Company”) and the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of The Bank of New York Mellon Trust Company N.A. (as successor to The Bank of New York), as collateral agent (the “Collateral Agent”) for the Trustee and Holders (each as defined in the Indenture referred to below).
AMENDMENT NO. 1 TO THE SECOND LIEN SECURITY AGREEMENTSecond Lien Security Agreement • October 6th, 2009 • Pregis Holding II CORP • Plastics products, nec • New York
This AMENDMENT NO. 1 (this “Amendment”) is entered into as of October 5, 2009, among PREGIS CORPORATION, a Delaware corporation (the “Company”), each of the other Grantors (as hereinafter defined) signatory hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY N.A., as Trustee (the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Holders (as hereinafter defined).
AMENDMENT AGREEMENT To a SUBORDINATED PLEDGE AGREEMENT DATED 12 OCTOBER 2005 Between PREGIS CORPORATION AS THE PLEDGOR and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. AS THE SECURITY AGENTSubordinated Pledge Agreement • October 6th, 2009 • Pregis Holding II CORP • Plastics products, nec • Luxembourg
THIS AMENDMENT AGREEMENT (the “Subordinated Pledge Amendment Agreement”) is made on the date stated on the front-page hereof to a subordinated pledge agreement dated 12 October 2005 (the “Base Subordinated Pledge Agreement”)
