ContractSenior Notes Supplemental Indenture • February 25th, 2016 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
TWENTY-SEVENTH SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Senior Notes Supplemental Indenture”) dated as of June 16, 2015 among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 148957 (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Issuers”), Beverage Packaging Holdings (Luxembourg) I S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companie
ContractSenior Secured Notes Supplemental Indenture • February 25th, 2016 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
TWENTY-FIFTH SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior Secured Notes Supplemental Indenture”) dated as of June 16, 2015 among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 148957 (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Issuers”), Beverage Packaging Holdings (Luxembourg) I S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerc
ContractSenior Notes Supplemental Indenture • February 25th, 2016 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
FOURTH SENIOR NOTES SUPPLEMENTAL INDENTURE (this “Senior Notes Supplemental Indenture”) dated as of June 16, 2015 among BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A., a Luxembourg public limited liability company (société anonyme) having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 128914 (the “Luxembourg Issuer”), BEVERAGE PACKAGING HOLDINGS II ISSUER INC., a Delaware corporation (the “US Issuer” and, together with the Luxembourg Issuer, the “Issuers”), BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a Luxembourg public limited liability company (société anonyme) having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 128592 (“BP I”), the affiliate of the Issuers party hereto (the “Additional Senior Note Guarantor”), THE BANK O
ContractReaffirmation Agreement • February 25th, 2016 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
REAFFIRMATION AGREEMENT, dated as of May 26, 2015 (this “Agreement”), among (a) Reynolds Group Holdings Limited (“Holdings”), (b) the Grantors listed on Schedule A hereto (the “Reaffirming Parties”), (c) Credit Suisse AG, as administrative agent (in such capacity, the “Administrative Agent”) under the Credit Agreement (as defined below), (d) The Bank of New York Mellon, as trustee under the September 2012 Senior Secured Notes Indenture (as defined below) (in such capacity, the “September 2012 Trustee”), (e) The Bank of New York Mellon, as trustee under the August 2011 Senior Secured Notes Indenture (as defined below) (in such capacity, the “August 2011 Trustee”), (f) The Bank of New York Mellon, as trustee under the February 2011 Senior Secured Notes Indenture (as defined below) (in such capacity, the “February 2011 Trustee”), (g) The Bank of New York Mellon, as trustee under the October 2010 Senior Secured Notes Indenture (as defined below) (in such capacity, the “October 2010 Trustee
ContractSenior Secured Notes Supplemental Indenture • February 25th, 2016 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
TENTH SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior Secured Notes Supplemental Indenture”) dated as of June 16, 2015 among REYNOLDS GROUP ISSUER LLC, a Delaware limited liability company (the “US Issuer I”), REYNOLDS GROUP ISSUER INC., a Delaware corporation (the “US Issuer II” and, together with the US Issuer I, the “US Issuers”), REYNOLDS GROUP ISSUER (LUXEMBOURG) S.A., a company incorporated as a Luxembourg société anonyme (a public limited liability company) having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 148957 (the “Luxembourg Issuer” and, together with the US Issuers, the “Issuers”), BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a company incorporated as a Luxembourg société anonyme (a public limited liability company) having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered w
ContractSenior Subordinated Notes Supplemental Indenture • February 25th, 2016 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
FOURTH SENIOR SUBORDINATED NOTES SUPPLEMENTAL INDENTURE (this “Senior Subordinated Notes Supplemental Indenture”) dated as of June 16, 2015 among BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) II S.A., a Luxembourg public limited liability company (société anonyme) having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 128914 (the “Luxembourg Issuer”), BEVERAGE PACKAGING HOLDINGS II ISSUER INC., a Delaware corporation (the “US Issuer” and, together with the Luxembourg Issuer, the “Issuers”), BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a Luxembourg public limited liability company (société anonyme) having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 128592 (“BP I”) the affiliate of the Issuers party hereto (the “Additional Senior Sub
ContractSupplemental Indenture • February 25th, 2016 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
TWENTY-EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of June 16, 2015 among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 148957 (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Issuers”), Beverage Packaging Holdings (Luxembourg) I S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under B 128592 (“BP I”),
Accession DeedAccession Deed • February 25th, 2016 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
AND IS SUPPLEMENTAL to an English law governed intercreditor agreement (the "Intercreditor Agreement") dated November 15, 2013, and made between, among others, Credit Suisse AG as administrative agent and The Bank of New York Mellon as high-yield noteholders trustee.
ContractSenior Secured Notes Supplemental Indenture • February 25th, 2016 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
SIXTEENTH SENIOR SECURED NOTES SUPPLEMENTAL INDENTURE (this “Senior Secured Notes Supplemental Indenture”) dated as of June 16, 2015 among Reynolds Group Issuer LLC, a Delaware limited liability company (the “US Issuer I”), Reynolds Group Issuer Inc., a Delaware corporation (the “US Issuer II”), Reynolds Group Issuer (Luxembourg) S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 148957 (the “Luxembourg Issuer” and, together with the US Issuer I and the US Issuer II, the “Issuers”), BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a société anonyme (limited liability company) organized under the laws of Luxembourg having its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce a
ContractGuarantor Joinder • February 25th, 2016 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
GUARANTOR JOINDER (this “Joinder”) dated as of June 16, 2015 to the Third Amended and Restated Credit Agreement dated as of September 28, 2012 (as amended, supplemented or otherwise modified from time to time, the “Third Amended and Restated Credit Agreement”), among REYNOLDS GROUP HOLDINGS INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS HOLDINGS LLC, a Delaware limited liability company, PACTIV LLC, a Delaware limited liability company, CLOSURE SYSTEMS INTERNATIONAL HOLDINGS LLC, a Delaware corporation, EVERGREEN PACKAGING INC., a Delaware corporation, REYNOLDS CONSUMER PRODUCTS LLC, a Delaware corporation, CLOSURE SYSTEMS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschapm met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) III S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée), REYNOLDS GROUP HOLDINGS LIMITED, a New Zealand limited l
Accession DeedAccession Deed • February 25th, 2016 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
AND IS SUPPLEMENTAL to an English law governed intercreditor agreement (the "Intercreditor Agreement") dated 11 May 2007 as amended and/or restated on 21 June 2007, 29 June 2007, 5 November 2009 and 5 November 2010 and made between, among others, Reynolds Group Holdings Limited (formerly Rank Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) I S.A., Credit Suisse AG, as administrative agent, Credit Suisse AG, as senior issuing bank, The Bank of New York Mellon, as collateral agent, senior secured notes trustee and high yield noteholders trustee and Credit Suisse AG, as security trustee.
EXECUTION VERSION THE BANK OF NEW YORK MELLONAS COLLATERAL AGENTAND THE COMPANIES LISTED IN SCHEDULE 1AS PLEDGORS CONFIRMATION AGREEMENTConfirmation Agreement • February 25th, 2016 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • Luxembourg
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
