LIMITED LIABILITY COMPANY AGREEMENT OF REYNOLDS CONSUMER PRODUCTS LLCLimited Liability Company Agreement • February 25th, 2015 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • Delaware
This Limited Liability Company Agreement (the “Agreement”) of Reynolds Consumer Products LLC (the “Company”), dated as of February 25, 2014, is entered into by Reynolds Consumer Products Holdings LLC as its sole member (the “Sole Member”).
SUPPLEMENTAL CONDITIONAL ASSIGNMENT OF RECEIVABLESSupplemental Conditional Assignment of Receivables Agreement • February 25th, 2015 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
THIS SUPPLEMENTAL CONDITIONAL ASSIGNMENT OF RECEIVABLES AGREEMENT (the "Supplemental Conditional Assignment of Receivables Agreement") is made on 16 October 2014.
SHARE PLEDGE AGREEMENT RELATING TO THE SHARES IN PACTIV DEUTSCHLAND HOLDINGGESELLSCHAFT MBHShare Pledge Agreement • February 25th, 2015 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail commu nication to which a pdf scan of this document is attached to an Austrian addressee or sendi
CLIFFORD CHANCEAccount pledge agreement • February 25th, 2015 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
SIXTH AMENDMENT TO THE PLEDGE AGREEMENT OVER iNVENTORY, EQUIPMENT AND OTHER ASSETSThe Pledge Agreement • February 25th, 2015 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
(a)THE BANK OF NEW YORK MELLON, a financial institution duly organized and existing under the law_s of the State of New York, with its registered office at 101 Barclay. Street, 4E, New York, NY 12086, USA, enrolled witli the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under n° 09.214.17710001-65, acting exclusively in the capacity as collateral agent of and for the benefit of the Secured Parties under the First Lien Intercreditor Agreement (together with it successors and permitted assignees in such capaci.ty, the "Collateral Agent"); ·
SHARE PLEDGE AGREEMENT RELATING TO THE SHARES IN PACTIV DEUTSCHLAND HOLDINGGESELLSCHAFT MBHShare Pledge Agreement • February 25th, 2015 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
«Authorized Signatories») hereto, each of them individually, to act for and in the name of the Company, and, in such capacity, to consider, settle, approve, execute an.d deliver the following:
AMENDING AGREEMENT NO. 2 TOAmending Agreement • February 25th, 2015 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • Ontario
TO: The Bank of New York Mellon (in its capacity as collateral agent for the Secured Parties as appointed under the First Lien Intercreditor Agreement and its successors, permitted transferees and permitted assigns, the "Collateral Agent") on behalf of and for the benefit of itself and the other Secured Parties
CLIFFORD CHANCEAccount pledge agreement • February 25th, 2015 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
CLOSURE SYSTEMS INTERNATIONAL B.V.Reynolds Group Holdings LTD • February 25th, 2015 • Plastics, foil & coated paper bags
Luxembourg, having its office address at 6C Rue Gabriel Lippmann, L-5365 Munsbach, the Grand Duchy of Luxembourg, and registered with the Register of Commerce and Companies of Luxembourg under number B173.602 and having a share capital of € 55,012,500 (the Purchaser);
SIXTH AMENDMENT TO TllR QUOTA PLEDGE AGREEMENTReynolds Group Holdings LTD • February 25th, 2015 • Plastics, foil & coated paper bags
(a)CLOSUilE SYSTEl\IS lNTEUNATIONAL n.v.. a company, duly organized and ex1st1ng i n accordance wit h the laws of the Netherland s, with its registered office at Tclcportboulevard 140, 1043EJ A msterdam, Netherlnnds, which is registered under registration number 3420 I082 wi th the Chamber of Commerce, herein d!tly represented in accordance with its Charter Documents (together with its successors and permitted assig1iees, "CST n.V.");
Agreement of IndemnificationReynolds Group Holdings LTD • February 25th, 2015 • Plastics, foil & coated paper bags • New York
THE BANK OF NEW YORK MELLONBlanket Security Over Shares Agreement • February 25th, 2015 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Loan Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Loan Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electroni
EXECUTION VERISONExecution Verison • February 25th, 2015 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
PATENT SECURITY AGREEMENT dated as of February 14, 2014 (this “Agreement”), between Trans Western Polymers, Inc. (the “U.S. Grantor”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).
SUPPLEMENTAL CONDITIONAL ASSIGNMENT OF RECEIVABLESSupplemental Conditional Assignment of Receivables Agreement • February 25th, 2015 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
THIS SUPPLEMENTAL CONDITIONAL ASSIGNMENT OF RECEIVABLES AGREEMENT (the "Supplemental Conditional Assignment of Receivables Agreement") is made on 12 December 2014.
Accession AgreementAccession Agreement • February 25th, 2015 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Finance Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Finance Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to any Finance Document in Austria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an
Accession AgreementAccession Agreement • February 25th, 2015 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Finance Document in Austri a or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian add ressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Finance Document to an Austrian addressee may cause the imposition of Austrian stamp duty . Accordingly, keep the original docu ment as wel l as all certified copies thereof and written and signed references to it outside of Austria and avoid printing out any e-mail communication which refers to any Finance Document in A ustria or sending any e-mail communication to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carry
NINTH AMENDMENT TO THE PLEDG E AGilliEMENT OVRR RRCRTV ARLRS ANDReynolds Group Holdings LTD • February 25th, 2015 • Plastics, foil & coated paper bags
WHEREAS, on January 29, 2010, the part ies hereto entered i nto the Pledge Agreement over Recei'vables and Other'Credil Rights (the "Pledge Agreement").
PARTNERSHIP INTEREST PLEDGE AGREEMENTPartnership Interest Pledge Agreement • February 25th, 2015 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
This Parlnership lnteres.t Pledge Agreemenvrtonfmlo de Prenda sobre Parle Socia[) is entered into on this 15th day of January, 2014 (the "Agreement''), by and between Closure Systems International B.V., as pledger (the "Pledgor"), and The Bank of New
CLIFFORD CHANCEAccount pledge agreement • February 25th, 2015 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
Agreement of IndemnificationReynolds Group Holdings LTD • February 25th, 2015 • Plastics, foil & coated paper bags
PACTIV LLCRelease Agreement • February 25th, 2015 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
(the institutions named in (4) and the Collateral Agent are together hereinafter referred to as the “Secured Parties” and each of them individually a “Secured Party”. The Security Grantors and the Secured Parties together are hereinafter referred to as the “Parties” and each of them individually a “Party”)
SlXTH AMENDMENT TO THE ACCOUNTS PLEDGE AGREEMENTAccounts Pledge Agreement • February 25th, 2015 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
(a)THE BANK OF' NEW YORK MELLON, a financial institution puly organized and existing under the laws ofllie Stale of New York, with its registered office at t Ol Barclay Street, 4E, New York, NY 12086, USA, enrolled with the Brazilian Taxpayers Roll of the Ministry of Finance (CNPJ/MF) under ri0 09.214.177/0001-65, acting exclusively in the capacity as collateral agent of and for the benefit of the Secured Parties under the First Lien Intercreditor Agreement (together with its successors--and permitted assignees in such capacity, the "Collateral Agent"); and
CLIFFORD CHANCEGlobal Assignment Agreement • February 25th, 2015 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
TRADEMARK SECURITY AGREEMENT dated as ofExecution Version • February 25th, 2015 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
Reference is made to (a) the Collateral Agreement dated as of November 5, 2009 (as amended, restructured, renewed, novated, supplemented, restated, replaced or otherwise modified from time to time, the “Collateral Agreement”), among Reynolds Group Holdings Inc. (“RGHI”), Pactiv LLC (f/k/a Pactiv Corporation) (“Pactiv”), Reynolds Consumer Products Holdings LLC (f/k/a Reynolds Consumer Products Holdings Inc.) (the “U.S. Term Borrower” and, together with RGHI and Pactiv, the “U.S. Term Borrowers”), Closure Systems International Holdings Inc. (together with the U.S. Term Borrowers, the “Borrowers”), Reynolds Group Issuer LLC (the “U.S. Issuer”), Reynolds Group Issuer Inc. (the “U.S. Co-Issuer” and, together with the U.S. Issuer, the “Issuers”), the Subsidiaries (as defined in the Credit Agreement) of Reynolds Group Holdings Limited (“Holdings”) from time to time party thereto and the Collateral Agent (as defined therein), (b) the Third Amended and Restated Credit Agreement dated as of Sept
CLIFFORD CHANCEAccount pledge agreement • February 25th, 2015 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
SHARE PLEDGE AGREEMENT RELATING TO THE SHARES INShare Pledge Agreement • February 25th, 2015 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
The taking of this document or any certified copy of it or any document which constitutes substitute documentation for it, or any document which includes written confirmations or references to it, into Austria as well as printing out any e-mail communication which refers to any Credit Document (as defined in Clause 1 of this document) in Austria or sending any e-mail communication to wbich a pdf scan of this document is attached to an Austrian addressee or sending any e-mail communication carrying an electronic or digital signature which refers to any Credit Document to an Austrian addressee may cause the imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified copies tbereof and written and signed references to it outside of Austria and avoid printing out any email communication which refers to any Credit Document in Austria or sending any e-mail communication to which a pdf scan of tbis document is attached to an Austrian addressee or sendin
