BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) IV S.À R.L. AS PLEDGOR THE BANK OF NEW YORK MELLON AS COLLATERAL AGENT BEVERAGE PACKAGING FACTORING (LUXEMBOURG) S.À R.L. AS COMPANY PLEDGE OVER SHARES AGREEMENT (BEVERAGE PACKAGING FACTORING (LUXEMBOURG) S.À R.L.)Pledge Over Shares Agreement • April 6th, 2012 • Beverage Packaging Holdings (Luxembourg) IV S.a r.l. • Miscellaneous plastics products • Luxembourg
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AMENDED AND RESTATED SINGLE MEMBER OPERATING AGREEMENTSingle Member Operating Agreement • April 6th, 2012 • Beverage Packaging Holdings (Luxembourg) IV S.a r.l. • Miscellaneous plastics products
This Amended and Restated Single Member Operating Agreement (this “Agreement”) for Graham Packaging PX, LLC, a California limited liability company (the “Company”) is made as of August 22, 2011 (the “Effective Date”) by Graham Packaging PX Holding Corporation, a Delaware corporation, its sole member (the “Member”).
LIMITED LIABILITY COMPANY AGREEMENT OF GRAHAM PACKAGING GP ACQUISITION LLCLimited Liability Company Agreement • April 6th, 2012 • Beverage Packaging Holdings (Luxembourg) IV S.a r.l. • Miscellaneous plastics products • Delaware
THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) for the purpose of forming a limited liability company (the “Company”) pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. §§18-101 et seq. (the “Act”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GPACSUB LLCLimited Liability Company Agreement • April 6th, 2012 • Beverage Packaging Holdings (Luxembourg) IV S.a r.l. • Miscellaneous plastics products • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of GPACSUB LLC (the “Company”) is made and entered into as of August 19, 2011 by GRAHAM PACKAGING PLASTIC PRODUCTS INC., a Delaware corporation with its principal offices at 2401 Pleasant Valley Road, York, Pennsylvania 17402 (the “Member”).
REYNOLDS GROUP ISSUER LLC, REYNOLDS GROUP ISSUER INC., REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., as Issuers, and the Senior Note Guarantors from time to time party hereto 9.875% Senior Notes due 2019 SENIOR NOTES INDENTURE Dated as of February 15, 2012...Senior Notes Indenture • April 6th, 2012 • Beverage Packaging Holdings (Luxembourg) IV S.a r.l. • Miscellaneous plastics products • New York
INDENTURE dated as of February 15, 2012 (as amended, supplemented or otherwise modified from time to time, this “Senior Notes Indenture”), among REYNOLDS GROUP ISSUER LLC, a Delaware limited liability company having its registered office at 160 Greentree Drive, Suite 101, Dover, DE 19904 (the “US Issuer I”), REYNOLDS GROUP ISSUER INC., a Delaware corporation having its registered office at 160 Greentree Drive, Suite 101, Dover, DE 19904 (the “US Issuer II”), REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., a Luxembourg société anonyme having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg (the “Luxembourg Issuer”) and, together with the US Issuer I and the US Issuer II, the “Issuers”), the Senior Note Guarantors (as defined herein) from time to time party hereto, THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”), principal paying agent, transfer agent and registrar, and THE BANK OF NEW YORK MELLON, LONDON BRANCH, as paying agent.
Reynolds Group Issuer LLC Reynolds Group Issuer Inc. Reynolds Group Issuer (Luxembourg) S.A. $1,250,000,000 aggregate principal amount of 9.875% Senior Notes due 2019 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2012 • Beverage Packaging Holdings (Luxembourg) IV S.a r.l. • Miscellaneous plastics products • New York
Reynolds Group Issuer LLC, a limited liability company organized under the laws of the State of Delaware (the “US Issuer I”), Reynolds Group Issuer Inc., a corporation organized under the laws of the State of Delaware (the “US Issuer II” and, together with the US Issuer I, the “US Issuers”) and Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (public limited liability company) incorporated under the laws of Luxembourg (the “Lux Issuer” and, together with the US Issuers, the “Issuers”) issued and sold to Credit Suisse Securities (USA) LLC, on behalf of itself and as representative of the other purchaser named therein (collectively, the “Initial Purchasers”), pursuant to and upon the terms set forth in the Purchase Agreement dated February 9, 2012 (the “Purchase Agreement”), $1,250,000,000 aggregate principal amount of 9.875% Senior Notes due 2019 (the “Initial Securities”), to be unconditionally guaranteed (the “Guarantees”) on the Closing Date (as defined in the Purchase Agre
FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GRAHAM PACKAGING LC, L.P. DATED AS OF SEPTEMBER 6, 2011Limited Partnership Agreement • April 6th, 2012 • Beverage Packaging Holdings (Luxembourg) IV S.a r.l. • Miscellaneous plastics products • Delaware
THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GRAHAM PACKAGING LC, L.P. (this “Agreement”), a Delaware limited partnership (“Partnership”) is entered into and as of the 6th day of September, 2011 by and among Graham Packaging GP Acquisition LLC, a Delaware limited liability company (the “General Partner”), the sole general partner and the successor to Liquid Container Inc., a Delaware corporation, the former managing general partner (“LC Inc.”); CPG-L Holdings, Inc., a Delaware corporation, another former general partner (“CPG-L Holdings”); and WCK-L Holdings, Inc., a Delaware corporation, another general partner (“WCK-L Holdings” and together with LC Inc. and CPG-L Holdings, the “Former General Partners”); and Graham Packaging LP Acquisition LLC, a Delaware limited liability company, as sole limited partner (“Limited Partner”). The General Partner and the Limited Partner are herein sometimes referred to individually as a “Partner” and collectively as the “Partner
SEVENTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF GRAHAM PACKAGING HOLDINGS COMPANYLimited Partnership Agreement • April 6th, 2012 • Beverage Packaging Holdings (Luxembourg) IV S.a r.l. • Miscellaneous plastics products • Pennsylvania
This Limited Partnership Agreement of Graham Packaging Holdings Company, is entered into by and between BCP/Graham Holdings L.L.C.., as general partner (the “General Partner”), and Graham Packaging Company Inc. (“GPCI”) and GPC Holdings LLC (“Newco Holdings”) as limited partners (each, a “Limited Partner” and together with the General Partner, the “Partners”).
SUPPLEMENTAL INDENTURESupplemental Indenture • April 6th, 2012 • Beverage Packaging Holdings (Luxembourg) IV S.a r.l. • Miscellaneous plastics products • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of March 20, 2012, among BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A. (or its successor), a Luxembourg public limited liability company (société anonyme), having its registered office at 6, Parc d’Activités Syrdall, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under the number B129.914 (the “Issuer"), the affiliates of the Issuer party hereto (the “New Senior Note Guarantors”) and The Bank of New York Mellon (formerly The Bank of New York), as trustee under the indenture referred to below (the “Trustee”).
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GRAHAM PACKAGING COMPANY, L.P.Amended and Restated Agreement of Limited Partnership • April 6th, 2012 • Beverage Packaging Holdings (Luxembourg) IV S.a r.l. • Miscellaneous plastics products • Delaware
This Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Graham Packaging Company, L.P., a Delaware limited partnership (the “Partnership”), dated as of September 6, 2011 (this “Amendment”), is made and entered into by and between GPC Opco GP LLC, a Delaware limited liability company, as general partner (the “General Partner”), and Graham Packaging Holdings Company (formerly known as Graham Packaging Company), a Pennsylvania limited partnership, as limited partner (the “Limited Partner” and, together with the General Partner, the “Partners”).
SUPPLEMENTAL INDENTURESupplemental Indenture • April 6th, 2012 • Beverage Packaging Holdings (Luxembourg) IV S.a r.l. • Miscellaneous plastics products • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of October 14, 2011, among BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A. (or its successor), a Luxembourg public limited liability company (société anonyme), having its registered office at 6, Parc d’Activités Syrdall, L-5365 Munsbach, Grand-Duchy of Luxembourg, registered with the Luxembourg register of commerce and companies under the number B129.914 (the “Issuer”), the affiliates of the Issuer party hereto (the “New Subordinated Guarantors”) and The Bank of New York Mellon (formerly The Bank of New York), as trustee under the indenture referred to below (the “Trustee”).
