SUBORDINATED LOAN AND INTERCREDITOR AGREEMENTSubordinated Loan and Intercreditor Agreement • March 29th, 2017 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags
SUBORDINATED LOAN AND INTERCREDITOR AGREEMENT dated as of March 22, 2017 (this “Agreement”), is made by and between NZGT (BPFT) TRUSTEE LIMITED, as Trustee of the BEVERAGE PACKAGING FACTORING TRUST, a trust established under the laws of New Zealand (the “Borrower”), BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand-Duchy 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 B128592, which may be redomiciled in New Zealand following the date hereof, in its capacity as the Subordinated Lender under this Agreement (in such capacity, the “Subordinated Lender”) and in its capacity as the Manager of Beverage Packaging Factoring Trust (in such capacity, the “NZ Manager”), and COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as administrative agent under t
RECEIVABLES LOAN AND SECURITY AGREEMENT dated as of March 22, 2017 among NZGT (BPFT) TRUSTEE LIMITED, as Trustee of the BEVERAGE PACKAGING FACTORING TRUST, as Borrower, REYNOLDS GROUP HOLDINGS INC., as initial Master Servicer, BEVERAGE PACKAGING...Receivables Loan and Security Agreement • March 29th, 2017 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
Exhibit A Form of Borrowing Notice Exhibit B Form of Assignment and Assumption Agreement Exhibit C List of Closing Documents
ASSIGNMENT AND AMENDMENT AGREEMENTAssignment and Amendment Agreement • March 29th, 2017 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
This ASSIGNMENT AND AMENDMENT AGREEMENT, dated as of March 22, 2017, (this “Agreement”), is entered into by and among Beverage Packaging Factoring (Luxembourg) S.à r.l. (“Assignor”), NZGT (BPFT) Trustee Limited, in its capacity as trustee of the Beverage Packaging Factoring Trust (“Assignee”), Beverage Packaging Holdings (Luxembourg) IV S.à r.l (“BPH IV”), Beverage Packaging Holdings (Luxembourg) I S.A. (“BPH I”), Reynolds Group Holdings Inc. (“RGHI”), and each party identified on Schedule I to this Agreement as an Existing Seller (collectively the “Sellers”).
PERFORMANCE UNDERTAKING AGREEMENT Dated as of March 22, 2017 made by REYNOLDS GROUP HOLDINGS LIMITED, as Performance Guarantor, in favor of COÖPERATIEVE RABOBANK U.A., New York Branch, as Administrative Agent and NZGT (BPFT) TRUSTEE LIMITED as Trustee...Performance Undertaking Agreement • March 29th, 2017 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
PERFORMANCE UNDERTAKING AGREEMENT Dated as of March 22, 2017 made by REYNOLDS GROUP HOLDINGS LIMITED, REYNOLDS GROUP HOLDINGS INC., BEVERAGE PACKAGING HOLDINGS (LUXEMBOURG) I S.A., and THE OTHER PERFORMANCE GUARANTORS IDENTIFIED ON ANNEX 1 HERETO...Performance Undertaking Agreement • March 29th, 2017 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT dated as of March 22, 2017 among THE SELLERS IDENTIFIED ON ANNEX 1 HERETO each as a Seller and as a Subservicer, REYNOLDS GROUP HOLDINGS INC., as initial Master Servicer, BEVERAGE PACKAGING HOLDINGS...Purchase and Sale Agreement • March 29th, 2017 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York
Exhibit A Form of Purchase Report Exhibit B Form of Monthly Report Exhibit C Form of Officer’s Certificate Exhibit D Form of New Zealand Opinion Exhibit E Form of Luxembourg Opinion Exhibit F Form of New York Opinion Exhibit G Form of NZ Manager Confirmation
