PREGIS CORPORATION, as Issuer, and THE GUARANTORS PARTIES HERETO, as Guarantors SENIOR SECURED FLOATING RATE NOTES DUE 2013Indenture • February 14th, 2006 • Hexacomb CORP • Plastics products, nec • New York
INDENTURE, dated as of October 12, 2005, among Pregis Corporation, a Delaware corporation, as issuer, the Initial Guarantors (as defined herein), The Bank of New York, a New York banking corporation, as trustee, Collateral Agent, Registrar and Paying Agent, and RSM Robson Rhodes LLP, as Irish Paying Agent.
CREDIT AGREEMENT Dated as of October 12, 2005 among PREGIS CORPORATION, as Borrower and PREGIS HOLDING II CORPORATION, as Parent and THE SUBSIDIARY GUARANTORS NAMED HEREIN, as Subsidiary Guarantors and THE INITIAL LENDERS, INITIAL ISSUING BANK AND...Credit Agreement • February 14th, 2006 • Hexacomb CORP • Plastics products, nec • New York
CREDIT AGREEMENT dated as of October 12, 2005 among PREGIS CORPORATION, a Delaware corporation (the “Borrower”), PREGIS HOLDING II CORPORATION, a Delaware corporation (the “Parent”), the Subsidiary Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), the Issuing Bank (as hereinafter defined), the Swing Line Bank (as hereinafter defined), CREDIT SUISSE (“CS”), as collateral agent (together with any successor collateral agent appointed pursuant to Article VII, the “Collateral Agent”) for the Secured Parties (as hereinafter defined), CS, as administrative agent (together with any successor administrative agent appointed pursuant to Article VII, the “Administrative Agent” and, together with the Collateral Agent, the “Agents”) for the Lender Parties (as hereinafter defined), LEHMAN BROTHERS INC. (“LBI”), as syndication agent (in such capacity, the “Syndication Agent”) and CIT LENDING SERVICES CORPORATION and JPMORGAN CHASE BANK, N.A., as co-documentation agents (the “C
EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2006 • Hexacomb CORP • Plastics products, nec • New York
THIS AGREEMENT is made effective as of October 12, 2005, by and among Pregis Holding I Corporation, a Delaware Corporation (“Pregis I”), and its wholly owned subsidiaries, Pregis Holding II Corporation, a Delaware corporation (“Pregis II”), and Pregis Corporation, a Delaware corporation (“Pregis”) (Pregis I, Pregis II and Pregis, collectively, the “Employers” and individually an “Employer”), and Andy Brewer (“Executive”).
SUBORDINATED PLEDGE AGREEMENTSubordinated Pledge Agreement • February 14th, 2006 • Hexacomb CORP • Plastics products, nec • Luxembourg
FIRST LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • February 14th, 2006 • Hexacomb CORP • Plastics products, nec • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IP Security Agreement”) dated October 12, 2005, is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of CREDIT SUISSE (“CS”), as collateral agent (the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
SENIOR PLEDGE AGREEMENTSenior Pledge Agreement • February 14th, 2006 • Hexacomb CORP • Plastics products, nec • Luxembourg
MANAGEMENT AGREEMENTManagement Agreement • February 14th, 2006 • Hexacomb CORP • Plastics products, nec • New York
WHEREAS, pursuant to a stock purchase agreement dated as of June 23, 2005, the Corporation has acquired, directly or indirectly, all of the issued and outstanding capital stock and other equity interests of the companies set forth on Annex A thereto (the “Subsidiaries”);
STOCK PURCHASE AGREEMENT AMONG PACTIV CORPORATION and certain of its Affiliates, as Sellers, AND PFP HOLDING II CORPORATION, as Purchaser Sale of Global Protective Packaging Business and European Flexible Packaging Business Dated as of June 23, 2005Stock Purchase Agreement • February 14th, 2006 • Hexacomb CORP • Plastics products, nec • New York
STOCK PURCHASE AGREEMENT dated as of June 23, 2005 (this “Agreement”), among Pactiv Corporation, a Delaware corporation (“Pactiv”), J&W Baldwin (Holdings) Ltd., a private limited company organized and existing under the laws of England and Wales (“Baldwin”), Pactiv International Holdings, Inc., a Delaware corporation (“International”), Pactiv Europe B.V., a private limited liability company organized and existing under the laws of The Netherlands, (“Pactiv Europe”), 798795 Ontario Limited, a corporation organized and existing under the laws of Ontario (“Ontario”), Pactiv Deutschland Holdings GmbH, a German private company (“Pactiv Deutschland”), Pactiv German Holdings, Inc., a Delaware corporation (“PGH”), Kobusch Folien Verwaltungs GmbH, a German private limited liability company (“Kobusch Folien”) Pactiv Mexico S de RL de CV; a Mexico limited liability company (“Pactiv Mexico”; Pactiv, Baldwin, International, Pactiv Europe, Ontario, Pactiv Deutschland, PGH, Kobusch Folien, and Pactiv
EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2006 • Hexacomb CORP • Plastics products, nec • New York
THIS AGREEMENT is made effective as of February 6, 2006 by and among Pregis Holding I Corporation, a Delaware corporation (“Pregis I”), and its wholly owned subsidiaries, Pregis Holding II Corporation, a Delaware corporation (“Pregis II”) and Pregis Corporation, a Delaware corporation (“Pregis”) (Pregis I, Pregis II and Pregis, collectively, the “Employers” and individually an “Employer”), and Vincent P. Langone (“Executive”).
SECOND LIEN SECURITY AGREEMENT Dated October 12, 2005 From The Grantors referred to herein as Grantors to THE BANK OF NEW YORK as Collateral AgentSecond Lien Security Agreement • February 14th, 2006 • Hexacomb CORP • Plastics products, nec • New York
SECOND LIEN SECURITY AGREEMENT dated October 12, 2005 (this “Agreement”) made by PREGIS CORPORATION, a Delaware corporation (the “Company”) and the other Persons listed on the signature pages hereof (the Company and the Persons so listed being, collectively, the “Grantors”), to THE BANK OF NEW YORK, as Trustee (the “Trustee”) and as Collateral Agent (in such capacity, together with any successor collateral agent appointed pursuant to the Indenture (as hereinafter defined) the “Collateral Agent”) for the Holders (as defined in the Indenture) (as hereinafter defined) of the Notes (as hereinafter defined).
Employment Agreement of a Managing Director between Kobusch Folien Verwaltungsgesellschaft mbH Anton Böhlenstr. 5 D-34414 Warburg/Westphalia hereinafter named “Company” and Mr. Hartmut SCHERF Weststrasse 2 D-49170 HagenEmployment Agreement • February 14th, 2006 • Hexacomb CORP • Plastics products, nec
On 8th March 2004 the Shareholders’ Meeting appointed Mr. SCHERF as Managing Director of this Company, effective as of 2nd February 2004. The following Agreement shall govern the contents of this Employment Agreement.
PREGIS HOLDING I CORPORATION FORM OF NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEESNonqualified Stock Option Agreement • February 14th, 2006 • Hexacomb CORP • Plastics products, nec • Delaware
NONQUALIFIED STOCK OPTION AGREEMENT dated as of [ ], 2005 between Pregis Holding I Corporation, a Delaware corporation (the “Company”) and [ ] (the “Optionee”) (this “Agreement”).
Employment Agreement of a Managing Director betweenEmployment Agreement • February 14th, 2006 • Hexacomb CORP • Plastics products, nec
FIRST LIEN SECURITY AGREEMENT Dated October 12, 2005 From The Grantors referred to herein as Grantors to CREDIT SUISSE as Collateral AgentFirst Lien Security Agreement • February 14th, 2006 • Hexacomb CORP • Plastics products, nec • New York
FIRST LIEN SECURITY AGREEMENT dated October 12, 2005 (this “Agreement”) made by PREGIS CORPORATION, a Delaware corporation (the “Borrower”) and the other Persons listed on the signature pages hereof (the Borrower and the Persons so listed being, collectively, the “Grantors”), to CREDIT SUISSE, as collateral agent (in such capacity, together with any successor collateral agent appointed pursuant to Article VII of the Credit Agreement (as hereinafter defined), the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement).
SEPARATION AND CONSULTING AGREEMENTSeparation and Consulting Agreement • February 14th, 2006 • Hexacomb CORP • Plastics products, nec • New York
This Separation and Consulting Agreement (this “Agreement”) is entered into as of the 30th day of November, 2005 by James D. Morris (the “Employee”) and Pregis Holding I Corporation, a Delaware corporation (“Pregis I”), and its wholly owned subsidiaries, Pregis Holding II Corporation, a Delaware corporation (“Pregis II”), Pregis Corporation, a Delaware corporation (“Pregis”), Pregis Innovative Packaging Inc. (f/k/a Pactiv Protective Packaging Inc.), a Delaware corporation (“Pregis Packaging”), and Hexacomb Corporation, an Illinois corporation (“Hexacomb,” and together with Pregis I, Pregis II, Pregis and Pregis Packaging, the “Companies”) (each of the Employee and the Companies, a “Party” and collectively, the “Parties”). The Parties acknowledge that the terms and conditions of this Agreement have been voluntarily agreed to and are intended to be final and binding.
PREGIS HOLDING I CORPORATION EMPLOYEE STOCK PURCHASE PLAN EMPLOYEE SUBSCRIPTION AGREEMENTEmployee Stock Purchase Agreement • February 14th, 2006 • Hexacomb CORP • Plastics products, nec • New York
AGREEMENT dated as of January 31, 2006 by and between Pregis Holding I Corporation, a Delaware corporation (the “Corporation”), and (the “Subscriber”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • February 14th, 2006 • Hexacomb CORP • Plastics products, nec • New York
This Separation Agreement and Release (the “Agreement”), dated as of November 30, 2005, is entered into by Kevin J. Corcoran (“Mr. Corcoran”) and Pregis Holding I Corporation, a Delaware corporation (“Holdings I”), its wholly owned subsidiaries, Pregis Holding II Corporation, a Delaware corporation (“Holdings II”), Pregis Corporation, a Delaware Corporation (the “Company”), Pregis Innovative Packaging Inc. (f/k/a Pactiv Protective Packaging Inc.), a Delaware corporation (“Pregis Packaging”), Pregis Management Corporation, a Delaware corporation (“Pregis Management”), and Hexacomb Corporation, an Illinois corporation (“Hexacomb” and together with Holdings I, Holdings II, the Company, Pregis Packaging, and Pregis Management, the “Companies”).
DATED 7th NOVEMBER 1990 JIFFY PACKAGING COMPANY LIMITED andContract of Employment • February 14th, 2006 • Hexacomb CORP • Plastics products, nec
PREGIS HOLDING I CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEESNonqualified Stock Option Agreement • February 14th, 2006 • Hexacomb CORP • Plastics products, nec • Delaware
NONQUALIFIED STOCK OPTION AGREEMENT dated as of February 6, 2006 between Pregis Holding I Corporation, a Delaware corporation (the “Company”) and Vincent P. Langone (the “Optionee”) (this “Agreement”).
NONCOMPETITION AGREEMENTNoncompetition Agreement • February 14th, 2006 • Hexacomb CORP • Plastics products, nec • New York
WHEREAS, Covenantor acknowledges that the Company would not (i) enter into the two Nonqualified Stock Option Agreements, each dated as of February 6, 2006, between Covenantor and the Company (the “Option Agreements”), or grant the options thereunder, or (ii) enter into the Employment Agreement, dated as of the date hereof, by and among the Company and its wholly owned subsidiaries, Pregis Holding II Corporation, a Delaware corporation, and Pregis Corporation, a Delaware corporation, and Covenantor (the “Employment Agreement”), unless Covenantor executes and delivers this Agreement, and wishes to forego his right to compete with the Company and its subsidiaries with respect to the business of the Company and its subsidiaries.
